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Code of Conduct

THE FOLLOWING TERMS CONSTITUTE THE “CODE OF CONDUCT” AND FORM AN INTEGRAL PART OF THE LEGAL AGREEEMENT.
PLEASE READ THEM CAREFULLY.

1. DEFINITIONS and INTERPRETATIONS

  1. This Code governs the business practice the Parties wish to adopt, and its terms would supersede any other Agreement between the Parties should any conflict arise.
  2. The following terms have the following meanings unless otherwise specified:

Agreement: means the Intermediary Agreement signed between the Company and the Intermediary, of which the current code of conduct (“Code”) forms an integral part of.

Applicable Laws and Regulations: means the legal framework the Broker shall comply with, including any legislation, rules and regulations which may be in force from time to time.

Brand: means online Website which the Company promotes its trade name.

Branding: means any marketing and/or promotional materials served by the Company and/or Related Entities in relation to the Brand.

Broker: means any derivatives trading provider(s) which power the Brand.

Client: Means a natural or legal person who has opened an account and commenced trading activity with the Brokers the Company represents.

Client Account: means any and all accounts opened by the Broker to a Client under the sole judgment of the Broker.

Company: Stepbystep Services Limited

Confidential Information: all information associated with the other Party's business and not publicly known, including, but not limited to, the contents of this Code and/or the Agreement, specific trading information, technical processes and formulas, source codes, client lists, prospective client lists, names, addresses and other information regarding Clients and prospective Clients, product designs, sales, costs, deal structure and other unpublished financial information, business plans and marketing data which by its nature shall be kept confidential.

Creative and Creative Information: means the creative or other marketing and/or promotional materials distributed by the Company or Related Entities whether uploaded to the marketing platform the Parties practice or not.

Disqualified Lead: means a Lead and/or unique user that has failed to provide Company with unique user’s verifiable name, address and contact details (such as telephone number and email address) upon registration.

Fees: means the fees as set out in Appendix A of the Agreement.

Fraud: means an attempted act, act or omission by the Intermediary or a Client - which is (i) illegal by any Applicable Law and Regulation, (ii) made in bad faith or (iii) intended to defraud the Company, Broker or Related Entities and/or circumvent any contractual or Applicable law and Regulation, regardless of whether such act or attempted act actually caused any damage or harm. Fraud shall include, without limitation, also collusion; abuse of bonuses or other promotions; violation of money-laundering or other Applicable Law and Regulation; Spamming; false, misleading or unauthorized advertising or representations; use of 3rd party payment method (such as credit cards etc.); identity theft (whether by act or omission) and unauthorized use of Intellectual Property rights.

Guidelines: means Broker's compliance guidelines as to suitability and qualifications of Clients.

Intellectual Property rights (“IP Rights”): means the Company or the Broker or their Related Entities marks, all Branding, demographic and other information prospective Intermediaries, Intermediaries, deal structure, Leads, Qualified Market Traders, software, documentation, hardware, marketing templates, documents, processes, methodologies, know-how, Websites and any additional intellectual or other property used by or on behalf of Company or the Broker or their Related Entities or otherwise related to the Websites, together with all copyrights, trademarks, patents, trade secrets and any information that by its nature shall deem to be the Company and/or its Related Entities intellectual asset.

Intermediary: You, and should you are a legal person also the directors, together and alone.

Introduction of Client: means the completion of the electronic form found in the Broker website, by the Client which the Intermediary referred, who met the compliance requirements the Broker practices, as they changed from time to time subject to the Broker’s sole discretion, which has to do also with anti-money laundry and appropriateness of services to be rendered by the particular Broker to the particular Client.

Lead: means any unique user that had registered via the Brands’ Websites introduced by the Intermediary and that has provided Company with the unique user’s verifiable name, address and contact details (such as telephone number and email address) upon registration. The unique user shall only be recognized for one account per user and/or one account per household.

Malware and Spyware: means the use of pop-up banners that hide banners that are displayed on a website, the placement of icons beside keywords found in text that if clicked will take the visitor to another website and other similar practices.

Names and Trademarks and Marks: means any Trade names and/or Trademarks or any other protected marks associated with Company and / or the Broker and/ or its Related Entities

Promotion Mails: means graphical artwork or text regarding specific promotion campaigns, sent by Company from time to time for dissemination by the Intermediary.

Prospective Intermediary: means any other marketing organizations and/or website owners and/or other marketing venues that may be potential Intermediary of the Company.

Qualified Trader: means a Client who was introduced to Broker by the Intermediary in accordance with the Code and Agreement and identified by a tracker ID assigned to such Intermediary by Company provided that:

  1. Company confirms that such Intermediary shall be included in the relevant scheme and linked to the Site(s) in accordance with the Code and the Agreement; and/or
  2. Such Client has been approved by the Broker and has made a minimum real money deposit in line with the Broker’s rules; and/or
  3. with respect to Intermediaries paid under Company’s CPA plan, the Client has generated spreads in the amount specified in the CPA table detailed in appendix A to the Agreement; and/or
  4. Such Client is not already registered to the Site under a different name or with a different identity or from same IP address; and
  5. Has complied with all Applicable Law and Regulation.

Related Entity: means any entity that, directly or indirectly, controls, is controlled by, or is under common control with, the Intermediary and/or of the Intermediary; where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.

Sites / Websites: are the websites (and all their related pages) promoted by Company, which are linked to any Brand.

Supporting documents for natural persons: Any type of proof requested by the Company and / or its Related Entities (whether were been provided to the Broker or not), including but not limited to valid passport copy; valid driving license copy; a copy of a utility bill; a letter of reference from the Intermediary’s and/or Intermediary’s bank; tax certificate and / or a copy of a bank statement - all under your name.

Supporting documents for Legal persons: Any type of proof requested by the Company and / or its Related Entities (whether were been provided to the Broker or not) including, but not limited to, certification of incorporation; articles of association (or equivalent document); certificate of registered office; duly approved resolution; certificate of good standing; power of attorney; tax certificate – all under the name of the legal person - and information regarding the identity of the beneficiary owner of the legal person and the identity of the directors of the legal person.

Spam: means emails and / or messages and / or calls that meet any one or more of the following criteria:

  1. unsolicited approach (usually addressed to a large number of addressees).
  2. contains false or misleading statements.
  3. does not truthfully identify the source or the originating sender.
  4. does not contain an online and/or real time Remove option.
  5. bundles certain service with other service, or.
  6. inserts icons or causes software download or installation or similar action without the consent of the addressee.

Text Links and Banners: means the hyper-linked graphical artwork or texts that are used to direct Clients from the Intermediary’s website to Company’s Sites using trackers.

Unfair Trading Practice: means a trading strategy that attempts to profit from small and short-term price changes and / or by abusing the trading conditions the Broker offer (also known as “scalping” etc.).

Use of Scumware: means the use of pop-up banners that hide banners that are displayed on a website, the placement of icons beside keywords found in text that if clicked will take the visitor to another website and other similar practices.

2. Intermediary services conduct

  1. The Intermediary will use its best efforts and shall devote reasonable amounts of its time, personnel and resources to promote and market the Website banners with respect to which the Intermediary have or will have a marketing arrangement to bring Leads and/or Qualified Market Traders to Company.
  2. The Intermediary can also identify Prospective Intermediaries for Company subject to the terms and conditions herein. In the event that a Prospective Intermediary becomes an Intermediary as a result of introduction by a current Intermediary, the Prospective Intermediary must enter into an agreement with the Company and accept the terms of this Code. The current Intermediary shall provide Company with all such information as required on the Prospective Intermediary for it to assess credibility, business appetite and its judgment in relation to compliance with the relevant Applicable Laws and Regulations. Unless otherwise specified at the Agreement, the current Intermediary shall, in relation to the Prospective Intermediary, be entitled to receive Fee as set out the Agreement.
  3. If a potential Client is already known to the Company or in the process of applying for becoming a Client of a Broker or has been introduced to the Broker by others, than the Intermediary shall have no rights whatsoever with respect to the introduction of such potential Client.
  4. The Company will provide the Intermediary with remote online access to reports regarding its intermediary activity. The Intermediary acknowledges and accepts that the Company will not be liable for the completeness or accuracy of any reports.
  5. The Company is not involved in the transactions between the Clients and the Broker which is the only one eligible accepting and safeguarding Clients’ funds in accordance with the Applicable Law and Regulation.
  6. The Company is not involved in the services the Clients are getting from the Broker who has the sole mandate to execute Clients’ orders.
  7. It is Company shall maintain the required records in connection with all Clients introduced by the Intermediary in relation to the Accounts and its records are conclusive reference in relation to this Code and Agreement. The Company is neither involved in monitoring Clients’ accounts nor in collecting margin from the Clients, these are done by the Broker in accordance with the trading mechanisms in force.
  8. Upon introduction of a Client by the Intermediary, the Company shall not be required, under any circumstances, to obtain the Guidelines from the Broker neither share any information with regard with the Intermediary. Upon the Broker’s or the Company's request the Intermediary shall disclose any information that is required by Company in respect to the Client.
  9. The Brokers prohibits Unfair trading practices and define such practice each broker as per its own discretion. The Company is not in a position to affect the broker judgment and shall not be held responsible for the outcome of enforcement of Unfair trading practices on a Client. The Parties agree that all spread generated from Unfair trading practices will not count as spread generated by Intermediary in a revenue-share deal – i.e. Intermediary will not be compensated for the spread generated from such trades done by the Clients.
  10. The Company will calculate the amounts payable to the Intermediary in accordance with the applicable payment plan based on the information it has in its systems which is derived from the Clients activity with the Brokers.
  11. The Company is committed, at all times, to the secrecy and confidentiality of the Intermediary’s identity and information. However, Company shall be entitled to inform relevant authorities, banks, credit card companies, electronic payment providers or other financial institutions of the Intermediary’s identity and of any suspected unlawful, fraudulent or improper activity and the Intermediary will cooperate fully with Company to investigate any such activity.
  12. The Company prohibits and actively prevents money laundering and any activity that facilitates money laundering or funding of terrorist or criminal activities. The Company will verify the Intermediary’s identity through the information provided by the Intermediary and by obtaining information from public sources and data.

3. No Advice to Customers

  1. The Intermediary and his employees, if applicable, may not offer any type of advice on trading to Customers. This includes:
    1. Personal opinion on trading or the direction of the market and/or instruments.
    2. Advice on investment strategies.
    3. Advice on opening new positions in any financial instrument (whether offered by the Broker or not).
    4. Advice on closing existing positions in any instrument (whether offered by the Broker or not).
    5. Advice on hedging position s in Customer's portfolio.
    6. Custom-made trading signals by the Intermediary.
    7. Advice on portfolio management.
  2. The Intermediary and his employees may:
    1. Quote third party opinions about the market and/or specific traded instruments as long as the Intermediary clearly states this is a third party opinion and the identity of the third party service. The Intermediary must keep all the reports provided as proof in case of future request by the Broker or in case of Customers’ complaint.
    2. Quote third party trading signals as long as the Broker clearly states these are third party trading signals and the identity of the third party. The Intermediary must keep all the signals quoted as proof in case of future request by the Broker or in case of Customer’s complaints.
    3. Provide financial market education to Customers. This education may include market fundamentals, technical analysis, hedging strategies etc.
    4. Provide general advice on generic investment strategies and their application.

4. No Advice to Customers

  1. The Intermediary and its employees are strictly forbidden from trading in Customers account.
  2. The Intermediary and its employees are strictly forbidden from accessing the Customer's account in any manner, except for via the admin access provided to the Intermediary, for information purposes only, as provided in the Agreement.

5. Risk disclosure of investing & Prohibition on promise of returns

  1. The Intermediary must advise the Customer that leveraged trading carries risk of loss of capital.
  2. The Intermediary may not guarantee, promise or mislead the Customers and potential Customers to think that leveraged trading offers guaranteed returns, exaggerated returns or risk free positive returns.
  3. The Intermediary must refer the Customer to the Broker’s risk disclosure on the website.

6. Communication with Customers

  1. The Broker is obliged under the applicable regulation to keep records of all communication with Customers. To that extent, the Intermediary needs to be in a position to provide to the Broker upon request and no later than 24 hours the communication held between the Intermediary and its employees and the Customer (including calls, emails, chats etc.). Communication with the Customers must be held for a minimum period of 5 years following the termination of the relationship of the Customer with the Broker.
  2. Please note that in case of termination of the Agreement the Intermediary needs to be in a position to provide the Broker with all communication held between the Intermediary and the Customer.

7. Communication with the Broker

  1. All communication with the Broker must be performed through the relevant account manager of the Intermediary, who will ensure that any requests, information and/or documentation will be communicated to the Broker.

8. Intermediary’s marketing standards

  1. The Intermediary will be solely responsible for the operation and content of the Intermediary’s websites and other marketing channels, including for ensuring that materials posted on the Intermediary’s websites are in line with Applicable Laws and Regulations and shall meet standards which are under the Company’s sole discretion. Without limiting the generality of the foregoing, the Intermediary shall not be involved, in relation to the Company, Brokers, Brands, their Related Entities and/or to the Websites, in the following:
    1. Use Malware and/or Spyware techniques or use any other aggressive advertising or marketing methods.
    2. Make any "use of Scumware" or use any other predatory advertising or marketing methods in any of its dealings.
    3. Make any false, misleading or disparaging representations or statements.
    4. Engage in any other practices which may affect adversely the abovementioned high image, credibility or reputation, including but not limited to, using any website in any manner, or having any content on any Website, that:
      1. Promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities and/or libelous, obscene or otherwise illegal; and/or
      2. Violates any intellectual property or other proprietary rights of any third party.
      3. Use or cause spamming.
      4. Do any act that disparages us or any of the Sites or that otherwise is damaging or is reasonably expected to be damaging to the goodwill of the abovementioned; and
      5. In any way alter, affect or interfere with the operation or accessibility of the Sites or any page thereof.
  2. Pay Per Click campaign using any keywords associated with the Company (such as the Brands name, Brokers name etc.) are not allowed. For avoidance of doubt, any Pay Per Click campaign (or similar marketing campaign, such as Google Adwords, Yahoo Pay Per Click advertising, MSN Pay Per Click advertising and contextual keyword targeted campaigns) resulting in the redirection of a potential Client by the Intermediary shall NOT be viewed activity which qualify for a Fee, may result termination and imposition of any other sanction by the Company.
  3. Intermediary accepts and agrees that it will not engage in, allow, assist, promote, encourage or benefit from, directly or indirectly, any act or traffic that involves Fraud. The Intermediary will act at all times to refrain from, immediately stop and not allow any act or traffic that involves Fraud or that the Intermediary believes or should reasonably believe to potentially involve Fraud.

9. Advertising guidelines

  1. Advertising material, marketing material, publications and all marketing operation related issues must comply with the Applicable Laws and Regulations marketing guidelines (or otherwise as indicated by the Broker) where the Intermediary promotes the Broker’s website or Branded Website operated by the Intermediary.
  2. All marketing material must be pre-approved by the Broker prior publication. The material must be provided to the relevant account manager who will ensure to communicate this to the Broker and receive the relevant approval and/or comments.
  3. The following advertising guidelines apply:
    1. It is forbidden to make false, misleading or exaggerated statements such as:
    2. Promised/guaranteed returns
    3. Statements that mislead Customers to think that trading in Binary Options and CFD carries little or no risk
    4. Testimonials that do not reflect the real opinion of the individual(s) involved.
    5. Advertising may not be shown on Gambling and Adult sites
    6. Spam marketing is strictly forbidden
  4. If, for any reason, the Broker will be approached by the relevant authority or regulator with complaint concerning the Intermediary’s operation, publications, advertising or any marketing activity, the Intermediary will be obliged to disclose to the Broker all information related to the complaint and act according to guidelines of the Broker and the regulator.
  5. If the Broker demands that the Intermediary ceases to use certain or all marketing materials, the Intermediary must comply with the Broker’s request within 24 hours. Should the Intermediary faces any issues with timely provision of the information this should be immediately communicated to the Broker for extension of the timeframe.

10. Fee Payment Restrictions

  1. Subject to the strict compliance of the Intermediary with the terms of the Code and the Agreement, the Intermediary shall be eligible to the Fee, which consist the sole inclusive gross remuneration the Intermediary is eligible for in relation to for referring Qualified Traders via the Company to the Brokers and any other service provided as per the Agreement. An online report provided by Company, stating that a Client which was introduced under the Agreement has become a Client of the Broker and has met the relevant criteria of Qualifies Trader, shall be the conclusive evidence thereof.
  2. The Company, in its sole discretion, shall withhold the payment or net off any outstanding commissions to any Intermediary and/or Intermediary should Company consider that:
    1. The Intermediary and/or Intermediary has been involved in creating false Account(s) for the purposes of generating Accruals; and/or
    2. The Clients introduced by the Intermediary made an initial deposit but do not trade.
    3. The Company is in a position that the Intermediary was involved in Fraud and / or Unfair trading and Fees paid for the relevant has to be recovered.
  3. If Company, at its sole discretion and in good faith, reasonably determines that Intermediary's Clients:
    1. Use Unfair Trading practices; and/or
    2. Trading at market prices that could not be verified with Broker’s liquidity providers. It shall be entitled to, under its sole discretion, to:
      1. Ignore the Fee associated with Accounts affected by abnormal trading or abuse; and/or
      2. Withhold the payment of any outstanding Fee and forfeit from the Intermediary’s Fee and any future Fee the Fee which was paid in relation to that advised Abusive Trading practice; and/or
      3. immediately enjoin all Fees derived from any Intermediary activities, without the necessity of showing damages (ii) receive a prompt refund of all amounts paid to the Intermediary hereunder and (iv) be indemnified for any losses, damages or liability incurred by Company in connection with such violation

11. Intellectual Property rights

  1. IP Rights shall be and remain the sole and exclusive property of their respective owners. Nothing in this Agreement shall confer in the Intermediary any right of ownership of the IP Rights and all use thereof by the Intermediary shall ensure to service the aim of the Agreement only.
  2. Notwithstanding the abovementioned, any equipment, device and tool which were provided by or via the Company in connection with the Agreement shall remain the sole and exclusive property of the Company.
  3. The Intermediary acknowledges and agrees that the Intermediary shall not, now or in the future, contest the validity of any IP Rights or use any term or mark confusingly similar to any of the IP Rights. The Intermediary undertakes to use the IP Rights in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Company and in accordance with the Agreement and the Code.
  4. All Branding provided by Company is provided on an "as is" basis and without any warranty whatsoever.
    1. Company will provide the Intermediary with copies of or online access to the Branding.
    2. The Intermediary may display the Branding on the Intermediary’s Websites solely for the purpose of marketing and promoting the Brands promoted by Company and/or by Company Related Entities during the term of the Agreement or until such earlier time as Company may, upon reasonable prior notice, instruct the Intermediary with regard.
    3. The Intermediary will use only Company’s approved Text Links and Banners and Promotion Mails and will not alter their appearance, design or content, unless Company gives the Intermediary specific prior written authorization to do so. At the Intermediary’s request, Company may provide the Intermediary with a code that will enable the Intermediary to post in the Intermediary’s Websites rotating banners from of the Branding. The Intermediary understands and acknowledges that the appearance and contents of Company’s Text Links and Banners and Promotion Mails constitute the only authorized and permitted representation of the Sites.
    4. The Intermediary will be solely responsible that all the content of the Intermediary’s Websites is original or otherwise is permitted to be published by the owner thereof. The Intermediary may not alter, amend, adapt or translate marketing material nor any IP Right without Company’s prior written explicit consent or remove or alter any "TM", "™", copyright or other proprietary notice or designation without Company’s prior written explicit consent.
    5. Nothing contained in any marketing material shall, in any way, be deemed a representation or warranty of Company or any Company Related Entity.

12. CONFIDENTIALITY AND DATA PROTECTION

  1. Each Party agrees to use the other Party's Confidential Information solely as necessary for performing its obligations hereunder and that the Confidential Information will not be released or disclosed to any third party whatsoever without the prior written consent of Company.
  2. Each Party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than:
    1. by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party's obligations hereunder, who each shall treat such Confidential Information as provided herein; or
    2. as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement.
  3. Confidential Information shall not include any information which is:
    1. in the public domain, or is already known by or in the possession of the non-disclosing Party, at the time of disclosure of such information;
    2. is independently developed by the non-disclosing Party without breaching any provisions of this Agreement; or is thereafter rightly obtained by the non-disclosing Party from a source other than the disclosing Party without breaching any provision of this Agreement.
  4. Each party agrees to comply with the data protection rules as per the Applicable Laws and Regulations and to process and possess all personal data in accordance with them.
  5. The Company reserves the right to inform third parties or public authorities in regards to the Intermediary’s personal information, transactions or any other information as it may deem necessary in case where the Intermediary is directly or indirectly involved in Fraud or upon the Authority’ request.
  6. The Parties acknowledge that all data relating to the Clients and their activity shall be and remain the exclusive property of the respective Broker.

13. INDEMNIFICATION AND LIMITATION OF LIABILITY

  1. 1. The Intermediary shall indemnify and hold harmless Company, Brokers, their Related Entities and their respective officers, directors, employees, and agents against all costs, expenses, fines, penalties, losses, judgments, damages, liabilities and other amounts (including without prejudice to the generality of the foregoing, lawyers’, actuaries’, accountants’ and experts’ fees and settlement amounts) arising out of any suit, claim or proceeding in connection with this Agreement and resulting from
    1. any failure of the Intermediary to comply with any or all of the terms of this Agreement,
    2. any breach of any representation or warranty by the
    3. any act or omission by the Intermediary, or subsidiary, or any officer, director, employee, or agent of each of the foregoing; and
    4. any act of dishonesty or fraud by the Intermediary in the conduct of the Intermediary's business or in relation to any matter under this Agreement.
  2. Other than the obligation of Company to pay to the Intermediary the Fees in accordance with the terms hereof, the maximum aggregate liability of Company for any liability arising under or in connection with this Agreement, except in the case of death, bodily injury or fraud, howsoever arising, shall be limited to USD 10,000 (ten thousand US dollars).
  3. The Intermediary acknowledges and accepts that the Company is not liable or responsible for any marketing or promotions initiated by the Intermediary and for any costs or charges for such activity. All costs will be met by the Intermediary.

14. GENERAL PROVISIONS

  1. Force Majeure - If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated hereunder and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labor disputes, act of God or any cause beyond the reasonable control of that Party, the Party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, the Party prevented from performing hereunder by a force majeure event shall nevertheless use its best efforts to recommence its performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder.
  2. Notice - Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes
    1. by e-mail to the Party to which the same is directed and/or
    2. by telephone call to the respective telephone numbers of the Parties.
  3. Waiver - The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under the Agreement or Code shall not be construed as a waiver or relinquishment to any extent of such Party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.
  4. Amendments, Counterparts, Authority - The Company may modify the Code as per its operational needs and Brokers’ constraints and it’s the responsibility of the Intermediary to regularly check the Code and comply.
  5. Severability - If any term or provision in the Agreement and Code shall in the whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law, such term or provision shall (to the minimum extent applicable) be deemed not to form part of the Agreement or the Code and the enforceability of the remainder of the Agreement or the Code shall not be affected thereby.
  6. Remedies and Injunctive Relief -
    1. Company’s rights and remedies hereunder shall not be mutually exclusive, i.e., the exercise of one or more of our rights or remedies in connection with this Agreement shall not preclude the exercise of any other right or remedy.
    2. The Intermediary acknowledges, confirms and agrees that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach by the Intermediary and/or Intermediary of any provision of this Agreement, Company’s rights and obligations may be enforceable by specific performance, injunction, or other equitable remedy.
    3. Nothing contained in this Agreement shall limit or affect any of our rights at law, contract or otherwise, for a breach or threatened breach of any provision of this Agreement, it being the intent of this provision to make clear that our respective rights and obligations shall be enforceable in equity as well as at law or otherwise.
  7. Assignment and Delegation - The benefit, rights, responsibilities and obligations arising under this Agreement may not be assigned or delegated by the Intermediary either in whole or in part without the prior written approval of Company.
  8. Disclosure - It is the sole responsibility of the Intermediary to inform the Client that the Intermediary is not forming part of the Broker nor the Company neither can act on engaged them or obligate on their behalf.
  9. Governing Law and Jurisdiction - This Agreement shall be governed, construed and enforced in accordance with the laws of England. Each Party agrees that any legal action, proceeding, controversy or claim between the Parties arising out of or relating to this Agreement may be brought and prosecuted only in a court of law in London, and by execution of this Agreement each Party hereto submits to the exclusive jurisdiction of such court and waives any objection it might have based upon improper venue or inconvenient forum.