Malfex Investment LLC
INTRODUCING BROKERTERMS & CONDITIONS
These terms and conditions (the Terms) have been issued by Malfex Investment LLC, a company incorporated in Dubai license number 1091827 acting as mother company MFX investment stock joint company in baku Azerbaijan and exisiting under the laws of Azerbaijan under registration number IS-06, licensed by the “Central bank of Azerbaijan” . (the Company).
1.1. The Company and you (the Introducing Broker) operate in the business of brokerage and trading in Financial Products.
1.2. The Introducing Broker proposes to provide the Services to the Company which entail soliciting and introducing Prospective Clients to the Company and the Company proposes to contract the Services from the Introducing Broker.
1.3. These Terms set out the terms of the agreement between you and the Company in relation to the provision of the Services.
In these Terms, unless the context otherwise requires, the following definitions apply:
Account means a Platform trading account for Financial Products maintained by the Company in the name of a Client;
Affiliate means, in relation to a person, another person that Controls, is Controlled by or is under common Control with such person;
Agreement Date means the date on which the Introducing Broker accepts these Terms;
Applicable Laws means all laws, decrees, directives, orders, regulations, circulars or rules in force from time to time in the jurisdiction where each party is incorporated, established or domiciled;
Bid means the price quoted on the Platform at which a Client may execute a Transaction to sell a Financial Product;
Business Day means a day, when banks are open for business, on the same day, in the jurisdiction of incorporation or establishment of the Company;
CFD means contract for difference;
Confidential Information means (without limitation) the existence and contents of these Terms, the transactionsconducted under these Terms, including the Services, any audits, Created IPR and any other information which a
reasonable business person would regard as confidential including information relating to the parties, an Affiliate, a Client or Prospective Client;
Control means (i) the legal or beneficial ownership, directly or indirectly, of more than fifty per cent (50%) of the share capital or other voting Ownership Interests of any person or (ii) the ability, directly or indirectly, to procure the appointment of more than half of the board or other controlling body of any person (and Controlled will be construed accordingly);
Created IPR has the meaning ascribed to it in clause 10.1; Client means an Existing Client or an Introduced Client;
Eligibility Criteria means the eligibility criteria set out in clause 5.1;
Existing Client means a person who has opened an Account and entered into an Operative Agreement with the Company but is not an Introduced Client;
Financial Products means financial products comprising of CFD’s, Forex and any other financial products that can be traded on the Platform, from time to time;
Foreign Exchange means a pair of two different currencies whose exchange rates are traded in the foreign exchange market;
Forex means a Future or a CFD, where the asset sold under the contract is Foreign Exchange;
Future means rights under a contract for the sale of a commodity or asset of any other description under which cash settlement, in lieu of physical delivery, is to be made at a future date and at a price agreed on when the contract is made;
Intellectual Property Rights means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
Introduced Client means a Prospective Client that has satisfied the Eligibility Criteria; KYC means know your Client;
Margin means the margin amount required by the Company to enter into or maintain an open Position as determined by the Company, from time to time, in the Company’s sole discretion;
Offer means the price quoted on the Platform at which a Client may execute a Transaction to buy a Financial Product;
Operative Agreement means one or more agreements entered into between a Client and the Company setting out, among others things, the terms and conditions pursuant to which a Client is granted access to and permitted to utilise the Platform, and will be deemed to include any addendums, schedules and risk disclosure notice, accessible though the Website;
Ownership Interests means any direct or indirect interest in the shares or any other equity securities, options, warrants and the right to purchase, subscribe for or acquire any shares or other equity securities, and any interest in any securities convertible into or exchangeable for any shares or other equity securities, in all cases, in any person;
Platform means the online platform maintained and operated by the Company that enables persons to open an Account;
Portal means a messaging portal facilitated through the Website and accessible through an Account enabling instantaneous communication between a person with access to an Account and the Company;
Portal Access has the meaning ascribed to it in clause 4; Position means, in relation to a Financial Product:
Promotional Material means any verbal, written, visual, or audio communication or representation, directly or indirectly relating to the Platform, the Company or a Company Affiliate, the Company’s or a Company Affiliate’s business, directed at any person, including Clients or Prospective Clients;
Prospective Client means a person that is not a Client;
Regulatory Rules means the Securities and Commodities Authority rules and guidance, as amended from time to time;
Rules means the Arbitration Rules of Azerbaijan;
Remuneration is detailed in the Schedule;
Services has the meaning ascribed to it in clause 3;
Spread means the difference between the Bid and Offer;
Term has the meaning ascribed to it in clause 16.1;
Termination Date means the date on which these Terms are terminated in accordance with clause 16;
Transaction means a Financial Product transaction entered into or executed by or on behalf of a Client in accordance with the Operative Agreement;
VAT means value added tax; and
Website means the internet domain www.malfex.com and any sub-domains. 2.2. Interpretation
Unless the context otherwise requires, references to:
The Introducing Broker will solicit Prospective Clients in an effort to convert such Prospective Clients to Introduced Clients (the Services).
The Company will provide the Introducing Broker with access to the Portal to enable the Introducing Broker to provide the Services (the Portal Access). Subject to applicable data protection regulations, the Portal Access will keep a record of the Introduced Clients of the Introducing Broker and allow the Introducing Broker to monitor the Remuneration.
5.1. A Prospective Client will be deemed an Introduced Client, if that person satisfies all the following conditions: (a) is introduced to the Company by the Introducing Broker;
(b) as determined by the Company, in the Company’s sole discretion, from time to time:
(c) enters into an Operative Agreement;
(d) in the course of opening an Account follows the Introducing Broker’s referral link to the Platform; Ei
(e) opens an Account; and
(f) after opening the Account, sends a confirmation email or an introducing broker form to the Company requesting the Company to associate its Account to the Introducing Broker, after opening the Account,
(collectively, the Eligibility Criteria).
5.2. The Company will deem an Introduced Client as an Existing Client for the purposes of these Terms if, at any time, an Introduced Client notifies the Company that the Introduced Client desires to be disassociated from the Introducing Broker.
6.1. The parties agree that the Company will compensate the Introducing Broker for the provision of the Services, by advancing to the Introducing Broker the Remuneration.
6.2. All amounts payable by the parties under these Terms, including the Remuneration, are stated inclusive of VAT or any other applicable tax.
7.1. The Company will have the right to examine the Introducing Broker’s books and records relating to the Remuneration or Services on reasonable grounds.
7.2. For the purposes of clause 7.1, the Introducing Broker grants to the Company and its professional advisers a right of access to the Introducing Broker’s premises, systems, data storage, documents and information on the giving of reasonable notice during business hours.
7.3. For the purposes of clause 7, the Company and its professional advisers will use reasonable endeavours to ensure there is no interruption to the business of the Introducing Broker.
(a) manage, supervise and complete the Services reliably and professionally, in accordance with these Terms in all material respects;
(b) meet any performance dates in relation to the Service to the best of its abilities;
(c) carry out all the Introducing Broker obligations under these Terms including the Introducing Broker obligations related to the Services;
(d) provide the Services with reasonable skill, expertise and care and in accordance with best industry practice in relation to the Services from time to time;
(e) in no capacity to whatsoever bind or otherwise represent itself as able to bind the Company in relation to trades with Clients or Prospective Clients nor act as an agent, appointed representative or as an authorised representative of the Company or a Company Affiliate. The Introducing Broker must at all times take all reasonable measures to inform Prospective Clients and Introduced Clients in writing that:
(f) not register or operate for and on behalf a Client an Account or execute any Transaction in relation to which the Company provides services to the Client pursuant to the Operative Agreement, unless the Introducing Broker is duly authorised by the Client pursuant to the Regulatory Rules;
(g) not make misrepresentations to Clients, Prospective Clients or other persons relating to the Company or a Company Affiliate;
(h) not make any recommendation, including trading recommendations, give advice, accept any commitment or responsibility, or guarantee on any matter for or on behalf of the Company or Company Affiliate;
(i) not issue, publish, distribute or utilise Promotional Material without the prior written consent of the Company;
(j) provide the details and evidence of the Introducing Brokers business activities at the Company’s request;
(k) notify the Company of any regulatory or legal investigation or illegal interference into its commercial affairs and disclose to the Company details of any previous sanctions imposed on the Introducing Broker;
(l) not to accept funds from the Clients;
(m) instruct the Clients to deposit or wire transfer any funds directly to the Company’s bank account; and
(n) in no way represent to any Prospective Client or Client that the Company will provide a guarantee against losses or limit the losses of a Client or that the Company may refrain from collecting any required Margin.
9.1. Subject to clause 9.2‚ the Introducing Broker irrevocably agrees and undertakes, during the Term and after the Termination Date, to the Company:
(c) not to use the Confidential Information other than for the purposes of the transactions contemplated under these Terms.
9.2. Clause 9.1 does not apply to:
(a) information which is or becomes publicly available (otherwise than as a result of a breach of clause 9.1); and
(b) the disclosure of information to the extent such disclosure is required by law, any court of competent jurisdiction, any governmental, official or regulatory authority, or any binding judgment, order or requirement of any other competent authority.
10.1. These Terms does not transfer any interest in Intellectual Property Rights. All Intellectual Property Rights developed or created by a party pursuant to the transactions contemplated under these Terms will be owned by the Company (Created IPR).
10.2. The Company may grant, in writing, to the Introducing Broker a non-exclusive, personal, royalty-free license during the Term to use certain of its Created IPR in relation to the transactions contemplated under these Terms to the extent necessary for the Introducing Broker to carry out the Services and its obligations under these Terms.
10.3. At the end of the Term, any license to use the Created IPR under clause 10.2 will expire and the Introducing Broker will cease to use that Created IPR and will return any physical embodiment of the Created IPR (including any copies) in its possession or control to the Company.
Both parties will comply with all applicable data protection and privacy laws and regulations under Applicable Law.
The Introducing Broker irrevocably agrees, undertakes and covenants with the Company that, during the Term and for a period of two (2) years after the Termination Date, the Introducing Broker will not, directly or indirectly, without the prior written consent of the Company:
The Company will not be liable to the Introducing Broker for costs, claims, demands, liabilities, damages and expenses (including legal costs and expenses) incurred by the Introducing Broker in connection with any prosecution or civil claims made by any third party, (including a Client or Prospective Client), against the Introducing Broker, or the defence of any such prosecution or civil claim, relating to the breach or alleged breach of any of the obligations, covenants and undertakings given by the Introducing Broker in relation to the Services under in these Terms.
14.1. Without prejudice to the rights and remedies of the Company pursuant to these Terms, the Introducing Broker will indemnify the Company against:
in each case relating to the breach or alleged breach of any of the obligations of the Introducing Broker and the covenants and undertakings given by the Introducing Broker in these Terms or any other agreement that the Introducing Broker may have entered into with a Client.
12.2 Without prejudice to the Company’s right to claim the full amount owed by the Introducing Broker to the Company under these Terms, if any, the Company has the right to set-off such amount against the Remuneration.
15.1. For the duration of the Term, the Company, represents and warrants to the Introducing Broker, that:
15.2. For the duration of the Term, the Introducing Broker, if a legal person, represents and warrants to the Company, that:
15.3. For the duration of the Term, the Introducing Broker, if a natural person, represents and warrants to the Company, that:
15.4. For the duration of the Term, the Introducing Broker represents and warrants to the Company, that:
16.1. These Terms will come into force on the Agreement Date and remain in force until terminated in accordance with these Terms (the Term).
16.2. Each of the parties will have the right at any time to terminate these Terms, without cause, and without the need for a judicial order, by giving ten (10) Business Days notice in writing to the other party.
16.3. The Company will have the right at any time to terminate these Terms with immediate effect, for any of the reasons listed in this clause 16.3‚ without the need for a judicial order, by giving notice in writing to the Introducing Broker:
(a) if the Introducing Broker defaults to a material extent in the due observance or performance of any of the terms and conditions of these Terms and has failed to remedy the default within thirty (30) days’ of being notified of the default by the Company;
(b) if the Introducing Broker will, for any reason, cease to be able to satisfy its obligations under these Terms or be prevented from satisfying its obligations, and has failed to resume satisfying its obligations within thirty (30) days’ of being notified to resume satisfying its obligations by the Company;
(c) the Introducing Broker is in breach of clauses 12 or 15;
(d) the Company, in its sole discretion, is of the opinion that the Introducing Broker is acting in bad faith or the Introducing Broker, or its activities, are adversely affecting, damaging or harmful to:
(e) the Introducing Broker, as applicable:
16.4. Upon the termination of these Terms for any reason whatsoever, the Portal Access and any other access granted by the Company to the Introducing Broker, for the purpose of the Services, will be revoked.
16.5. The termination of these Terms, in accordance with the provisions herein, is without prejudice to any of the rights and obligations of the parties under these Terms existing immediately prior to the Termination Date.
16.6. Clauses 2, 7, 9, 10, 11, 12, 13, 14, 23, 24, 25, and 26 will survive the Termination Date and continue to apply notwithstanding the termination of these Terms.
17.1. The Company may without the prior written consent of the Introducing Broker assign, transfer, sub-contract in whole or in part any rights under these Terms, to an Affiliate of the Company.
Metatrader 5 (MT5)WebTraderMalfex CTrader
Legal: Malfex Group is licensed and regulated by Central Bank of Azerbaijan with the registered name MFX Investisiya Sirkati license number IS-06 as stock joint company and member of Baku Stock Exchange in Azerbaijan.
Malfex Group is licensed and regulated by FSCA(Financial Sector Conduct Authority) under registered name MALFEX GROUP (PTY) LTD FSP No 51598
Malfex is part of Rubin Overseas AG which is regulated by the Securities and Exchange Commission SEC in Washington DC, USA under the license number 801-78986.
Rubin is further directly regulated by the Swiss Financial Market Supervisory Authority FINMA in Switzerland and registered under the license number CHE-392.194.540.
The group is also licensed and regulated by the Malta Financial Services Authority MFSA under license number C-71261 in Malta.
Rubin is also licensed and regulated by Banca D‘Italia (Central Bank of Italy) in Italy.
Malfex Group Limited is authorized and Licensed by the Financial Services Authority(Registration Number. 25343 BC 2019), with its company registered address at First St. Vincent Bank Building, James Street, Kingstown, St. Vincent and The Grenadines. The objects of the Company are all subject matters not forbidden by International Business Companies (Amendment and Consolidation) Act, Chapter 149 of the Revised Laws of Saint Vincent and Grenadines, 2009, in particular but not exclusively all commercial, financial, lending, borrowing, trading, service activities and the participation in other enterprises as well as to provide brokerage, training and managed account services in currencies, commodities, indexes, CFDs and leveraged financial instruments.
RISK WARNING: Forex and CFDs are leveraged financial instruments that carry a high degree of risk and may expose you to significant losses. Trading in CFDs may not be suitable for all investors. Before trading, you should ensure you fully understand the risks involved and consider your level of experience. If necessary, you should seek independent advice. Please read the full Risk Disclosure Statement for further details.
Copyright © Malfex 2023. All rights reserved