Client Agreement

1. Introduction

1.1. The Parties

This Client Agreement (the "Agreement") is entered into by and between:

1. Vertex1 Brokers Limited (hereinafter referred to as "Vertex", "the Company", "we", "us", or "our"), a Global Business Corporation incorporated in the Republic of Mauritius with Company Number [Insert Company Number], having its registered office at C/O Pivotal Corporate Services Limited, Nalletamby Road, Morcellement Boucan, Phoenix, 73538, Republic of Mauritius; and
2. The Client (hereinafter referred to as "the Client", "you", or "your"), being the natural person or legal entity who has completed the Account Opening Application on the Company's Website and has been accepted by the Company as a client.

1.2. Regulatory Status

Vertex1 Brokers Limited is authorized and regulated by the Financial Services Commission (FSC) of Mauritius pursuant to Section 29 of the Securities Act 2005 and the Securities (Licensing) Rules 2007. The Company holds an Investment Dealer (Full Service Dealer, excluding Underwriting) Licence bearing number ID99999.

1.3. Scope and Effect

This Agreement, together with the Risk Disclosure Statement, Order Execution Policy, Privacy Policy, Conflicts of Interest Policy, and AML Policy (collectively, the "Operative Agreements"), constitutes the entire agreement between the Parties. By clicking "I Agree" on the Website or by funding your Trading Account, you acknowledge that you have read, understood, and accepted these terms in their entirety. This Agreement supersedes any previous agreements or understandings between you and the Company.

1.4. Distance Marketing

This Agreement is concluded via distance marketing. The Agreement has the same legal effect and creates the same rights and obligations as if it were signed by you in person.

2. Interpretation of Terms

2.1. Definitions

In this Agreement, the following terms shall have the meanings defined below, unless the context requires otherwise:

3. Client Classification and Eligibility

3.1. Eligibility

The Services are available strictly to individuals who are at least 18 years of age (or the legal age of majority in their jurisdiction of residence) and legal entities with the full capacity to enter into binding contracts. By accepting this Agreement, you represent and warrant that you are of legal age and sound mind.

3.2. Excluded Jurisdictions

The Company does not offer Services to residents of certain jurisdictions, including but not limited to the United States of America, North Korea, Iran, and Myanmar, or any other jurisdiction where such distribution or use would be contrary to local law or regulation. It is your responsibility to ensure that your use of the Services complies with the laws of your country of residence.

3.3. Client Categorization

Unless otherwise notified in writing, the Company shall treat you as a Retail Client. This categorization affords you the highest level of regulatory protection, including Negative Balance Protection (NBP). You may request re-classification as a Professional Client if you meet specific quantitative and qualitative criteria, but you acknowledge that this may result in the loss of certain protections (e.g., NBP).

3.4. Assessment of Appropriateness

In providing Execution Only services, the Company is required to assess whether the Service is appropriate for you. We do this by requesting information regarding your knowledge and experience in trading during the Account Opening process. If you fail to provide this information, or if we deem the Service inappropriate based on your answers, we will warn you. If you choose to proceed despite the warning, you do so at your own risk.

4. Account Opening and Verification (KYC)

4.1. Application Procedure

To open a Trading Account, you must complete the online application form on the Company's Website. You agree to provide true, accurate, current, and complete information about yourself during the registration process.

4.2. Anti-Money Laundering (AML) & Know Your Customer (KYC)

In strict compliance with the Financial Intelligence and Anti-Money Laundering Act 2002 (FIAMLA) and the FSC AML/CFT Handbook, Vertex is legally required to verify the identity of all its clients. You agree to submit the following documentation via our automated verification partners (e.g., Sumsub):

• Proof of Identity (POI): A valid, government-issued Passport, National ID Card, or Driver's License containing your full name, date of birth, and a clear photograph.
• Proof of Address (POA): A utility bill, bank statement, or official government document dated within the last three (3) months, confirming your residential address.
• Biometric Verification: You consent to undergo a "Liveness Check" (facial scan) to verify that you are a real person and the rightful owner of the ID provided.

4.3. Enhanced Due Diligence (EDD)

The Company utilizes a Risk-Based Approach. If your profile is flagged as High Risk (e.g., due to jurisdiction or political exposure), we reserve the right to request additional documentation, including Source of Funds (SoF) and Source of Wealth (SoW) declarations, before approving your account.

4.4. Account Activation

Your Trading Account will remain in "Read-Only" or "Pending" mode until all KYC obligations are satisfied. You will not be able to deposit funds or execute trades until you receive an official "Account Activated" notification from us. Vertex reserves the right to reject any application at its sole discretion without providing a reason.

5. Nature of Services

5.1. Execution Only (No Advice)

Vertex provides services on an "Execution Only" basis. We do not provide investment advice, portfolio management (unless under a specific mandate), tax advice, or recommendations regarding the merits of any transaction.

• Any market analysis, research, commentary, or charts provided on our Website, Client Portal, or by our staff are for information purposes only and do not constitute a solicitation to buy or sell any Financial Instrument.
• You acknowledge that you are solely responsible for your trading decisions and that Vertex acts solely as the venue for execution.

5.2. Straight-Through Processing (STP)

Vertex operates an Agency / STP Model. We transmit your orders to external Liquidity Providers (LPs) for execution. We do not act as a Market Maker (B-Book) for the purpose of profiting from your trading losses. Our remuneration is derived primarily from Spreads, Commissions, and Swaps.

5.3. The Platform

We grant you a non-exclusive, non-transferable, limited license to use the cTrader platform (Web, Desktop, and Mobile) for the purpose of trading. You acknowledge that electronic trading systems are subject to temporary disruption, latency, or failure. Vertex shall not be liable for any losses resulting from system failures, internet connectivity issues, or hardware failures on the Client's side.

6. Orders and Execution

6.1. Order Types

The Platform supports the following order types:

• Market Order: An instruction to buy or sell immediately at the best available market price.
• Limit Order: An instruction to buy or sell at a specific price better than the current market price (e.g., Buy Limit below current price).
• Stop Order: An instruction to buy or sell once the market reaches a specific price worse than the current market price (e.g., Buy Stop above current price).

6.2. Execution Policy

All Market Orders are executed at "Market Execution." This means there are no re-quotes, but the execution price is not guaranteed.

• Slippage: You acknowledge that in volatile markets (e.g., during news releases), the price at which your Order is executed may differ from the price seen on the Platform at the time of the click. This difference is known as "Slippage." Slippage can be positive (in your favor) or negative (against you). Vertex passes Positive Slippage to the Client.
• Market Gaps: You acknowledge that markets may "gap" (jump in price) over weekends or holidays. If a gap occurs, your Stop Loss order will be executed at the first available price, which may be significantly worse than your requested price.

6.3. Manifest Error

In the event of a "Manifest Error" (a price quote that is clearly and materially different from the prevailing global market price, usually due to a technical glitch), Vertex reserves the right to void, cancel, or amend any trades executed at that erroneous price, regardless of the profit or loss result.

7. Margin and Leverage

7.1. Leverage Limits

Vertex offers Leverage to maximize your trading potential. The maximum Leverage available depends on the Asset Class and your Account Equity.

7.2. Dynamic Leverage Tiering

To manage risk, Leverage for Forex and Metals is applied on a tiered basis ("Dynamic Leverage"):

• Tier 1 ($0 - $20,000 Equity): Up to 1:500
• Tier 2 ($20,001 - $50,000 Equity): 1:200
• Tier 3 (> $50,000 Equity): 1:100

The Company reserves the right to modify these tiers or reduce leverage on specific instruments without prior notice during periods of extreme market volatility.

7.3. Margin Call

It is your sole responsibility to monitor your Margin Level.

• Margin Call Warning (100%): When your Equity falls to 100% of your Used Margin, the Platform will trigger a warning (visual red alert). You will not be permitted to open new positions that increase your margin exposure.

7.4. Stop Out (Liquidation)

To prevent your account from falling into negative equity, the Platform utilizes an automated Stop Out mechanism.

• Stop Out Level (30%): If your Margin Level falls to 30%, the cTrader engine will automatically begin closing your Open Positions, starting with the position carrying the largest loss, until the Margin Level is restored above 30%.

Vertex is not liable for any losses realized during this automated liquidation process.

7.5. Negative Balance Protection (NBP)

For Retail Clients, Vertex provides Negative Balance Protection. If exceptional market volatility (e.g., a Black Swan event) causes your Account Balance to fall below zero (negative equity), Vertex will reset your Balance to zero, effectively absorbing the excess loss.

Exception: NBP does not apply to Professional Clients or in cases where the negative balance was caused by Client abuse or prohibited trading practices.

8. Client Money Handling

8.1. Segregation of Funds

In accordance with Rule 4.4 of the Securities (Licensing) Rules 2007, funds deposited by the Client are treated as "Client Money."

• Trust Accounts: These funds are held in segregated Client Trust Accounts at regulated Tier-1 banking institutions.
• Separation: Client Money is kept entirely separate from the Company's own operational funds and assets.
• Insolvency: In the unlikely event of the Company's insolvency, Client Money is legally ring-fenced and cannot be used to pay general creditors of the Company.

8.2. Banking Locations

You acknowledge and agree that Vertex may maintain Client Money accounts in jurisdictions outside of Mauritius (including but not limited to the United Kingdom, United Arab Emirates, or the European Union) to facilitate efficient clearing with Liquidity Providers and Payment Processors.

8.3. Interest

You acknowledge that you are not entitled to any interest on funds held in your Trading Account or Wallet. Any interest derived from the aggregated Client Money accounts held by the Company shall belong to the Company.

8.4. Liens and Set-Off

You grant the Company a general lien on all funds held in your Account for the satisfaction of any amounts payable by you to the Company (e.g., negative balance not covered by NBP, unpaid fees). We may set off any positive balance in one Account against a negative balance in another Account held by you.

9. Deposits and Withdrawals

9.1. Funding Methods

Vertex accepts funds via Bank Wire, Credit/Debit Card, and approved Alternative Payment Methods (e.g., Mobile Money, Cryptocurrency/Stablecoins).

• Third-Party Payments: We do not accept deposits from third parties. The name on the funding source (Bank Account, Card, or Wallet) must match the name on the Trading Account. If a third-party deposit is identified, funds will be returned to the source, net of any transfer fees.

9.2. Withdrawals

Withdrawals must be remitted to the same source from which the funds originated (the "Return to Source" policy) to comply with AML regulations.

• Processing Time: Vertex aims to process withdrawal requests within 24 hours on Business Days. However, you acknowledge that the actual receipt of funds depends on the payment provider (e.g., Bank Wires may take 3-5 business days).
• Payment Fees: Vertex covers the cost of standard deposits. However, you are responsible for any blockchain gas fees, intermediary bank fees, or mobile money network fees incurred during withdrawals.

9.3. Cryptocurrency Transfers

If you choose to fund or withdraw using Digital Assets (e.g., USDT, USDC):

• Wallet Accuracy: You are solely responsible for entering the correct Wallet Address and selecting the correct Network Protocol (e.g., TRC20 vs ERC20). Vertex is not liable for funds lost due to incorrect details provided by the Client.
• Conversion: Vertex accounts are denominated in Fiat currency (USD/EUR/GBP/ZAR). Crypto deposits are converted to the Base Currency at the prevailing market rate provided by our Payment Processor (Deus X Pay) at the moment of deposit.

10. Fees, Commissions, and Swaps

10.1. Account Types & Pricing

10.2. Swaps (Overnight Financing)

Positions held overnight (past 22:00 GMT winter / 21:00 GMT summer) are subject to Swap charges.

• Calculation: Swaps are calculated based on the interbank Tom/Next rates plus a Company mark-up.
• Direction: Swaps may be negative (you pay) or positive (you receive), depending on the interest rate differential between the two currencies in the pair.
• Triple Swap: Triple swaps are charged on Wednesdays to cover the weekend period.

10.3. Inactivity Fees

Vertex does not currently charge maintenance or inactivity fees. However, we reserve the right to archive Trading Accounts with a zero balance that have been dormant for more than 90 days. Archived accounts can be reactivated upon request.

11. Prohibited Trading Practices

11.1. Abusive Strategies

The Client shall not use the Platform for any abusive or fraudulent strategies. The following practices are strictly prohibited:

• Latency Arbitrage: Exploiting latency differences between our Platform feeds and other data sources.
• Price Manipulation: Entering orders designed to artificially manipulate the price of an asset.
• Balance Sniping: Strategically trading only during high-impact news gaps to abuse the Negative Balance Protection policy.
• Swap Arbitrage: Exploiting interest rate differentials ("Carry Trade") rather than market movement.
• Churning: Generating excessive volume with no economic purpose solely to generate partner rebates ("Rebate Churning").

11.2. Consequences of Abuse

If Vertex reasonably suspects that the Client has engaged in any of the above practices, we reserve the right to:

• Void/Cancel the abusive trades and remove any illicit profits.
• Revoke any promotional pricing or account benefits retroactively.
• Terminate the Client Agreement immediately.
• Block access to the Platform and return the initial deposit (less any withdrawals) to the Client.

12. Partners and Copy Trading

12.1. Introducing Brokers (IBs)

If you were referred to Vertex by an Introducing Broker (IB) or Affiliate:

• Independence: You acknowledge that the IB is an independent third party and not an employee or agent of Vertex.
• No Liability: Vertex is not responsible for any advice, promises, or trading recommendations made by the IB.

12.2. Copy Trading / PAMM

By using the Copy Trading or PAMM (Percent Allocation Management Module) services:

• Authorization: You authorize Vertex to execute trades on your Account that mirror the "Master" or "Strategy Provider" you have selected.
• Risk Acknowledgement: You understand that past performance of a Strategy Provider is not a guarantee of future results. Copying another trader involves a high level of risk, and you may lose your capital if the Strategy Provider incurs losses.
• Fees: You authorize Vertex to automatically deduct Performance Fees and Management Fees from your Account and pay them to the Strategy Provider in accordance with the Strategy's specific offer terms.

13. Limitation of Liability and Indemnity

13.1. General Limitation

To the maximum extent permitted by Applicable Law, Vertex1 Brokers Limited, its Directors, Officers, Employees, and Agents shall not be liable for any consequential, indirect, incidental, punitive, or special damages (including but not limited to loss of profits, trading losses, loss of data, or loss of opportunity) arising out of or in connection with:

• Your use of, or inability to use, the Platform or Services;
• Any delay or failure in the transmission or execution of an Order;
• Any technical failure, system error, or bug in the cTrader software or Client Portal;
• Any unauthorized access to your Account caused by your negligence in protecting your Access Codes.

13.2. Gross Negligence Exception

Nothing in this Agreement excludes or limits the Company's liability for death or personal injury caused by its negligence, or for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under the laws of Mauritius. The Company's liability is strictly limited to cases of proven gross negligence or willful default by the Company.

13.3. Force Majeure

Vertex shall not be liable for any partial or total non-performance of its obligations under this Agreement if such non-performance is caused by events beyond its reasonable control ("Force Majeure Event"). Such events include, but are not limited to:

• Acts of God, earthquake, tsunami, fire, flood, or epidemic;
• War, civil commotion, terrorist acts, or riots;
• Government actions, changes in law, or regulatory bans;
• Suspension or closure of financial markets or the failure of any Liquidity Provider or Intermediate Broker;
• Hacker attacks, DDoS attacks, or failure of public utility networks (internet/electricity).

13.4. Indemnity

You agree to indemnify, defend, and hold Vertex harmless against any loss, liability, cost, claim, action, demand, or expense (including reasonable legal fees) incurred by the Company arising from:

• Your breach of any term of this Agreement;
• Your violation of any law or the rights of a third party;
• Any false or misleading information provided by you during the Account Opening process.

14. Events of Default

14.1. Definition of Default

Each of the following constitutes an "Event of Default":

• Failure by you to make any payment or deposit Margin when due;
• Failure by you to perform any obligation under this Agreement;
• The initiation of bankruptcy, insolvency, or winding-up proceedings against you;
• Your death or becoming of unsound mind;
• Any representation or warranty made by you proves to be false or misleading;
• Vertex reasonably suspects that you are involved in money laundering, terrorist financing, or financial crime.

14.2. Consequences of Default

Upon the occurrence of an Event of Default, Vertex may, at its absolute discretion and without prior notice to you, take any or all of the following actions:

• Close any or all of your Open Positions at current market prices;
• Cancel any Pending Orders;
• Freeze or block access to your Account;
• Convert any currency balances in your Account into the Base Currency;
• Apply any funds in your Account to satisfy amounts you owe to the Company;
• Terminate this Agreement immediately.

15. Termination and Amendment

15.1. Termination by Client

You may terminate this Agreement at any time by giving written notice to support@vertex1brokers.com. Termination will take effect only when:

• You have no Open Positions;
• You have no outstanding liabilities to the Company;
• You have withdrawn your remaining Balance.

15.2. Termination by Company

Vertex may terminate this Agreement:

• Immediately upon the occurrence of an Event of Default (as defined in Section 14);
• At any time by giving you seven (7) days' written notice.

15.3. Amendments

Vertex reserves the right to amend, alter, modify, or add to the terms of this Agreement at any time.

• Notification: We will notify you of any material changes via email or by posting the revised Agreement on the Website.
• Acceptance: Your continued use of the Services after the date of the amendment constitutes your acceptance of the new terms. If you do not agree, you must cease trading and terminate the Agreement immediately.

16. Complaints and Disputes

16.1. Complaints Procedure

Vertex is committed to treating clients fairly. If you have a grievance, you must follow our Complaints Handling Procedure:

1. Submit: Send details of your complaint to complaints@vertex1brokers.com.
2. Acknowledge: We will acknowledge receipt within 48 hours.
3. Investigate: Our Compliance Department will investigate impartially.
4. Resolve: We aim to provide a Final Response Letter within thirty (30) days.

16.2. Regulatory Recourse

If you are dissatisfied with our Final Response, or if we fail to resolve your complaint within the statutory timeframe, you may have the right to refer the matter to the Financial Services Commission (FSC) of Mauritius or the relevant Ombudsperson for Financial Services.

17. Governing Law and Jurisdiction

17.1. Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Republic of Mauritius.

17.2. Jurisdiction

The Parties irrevocably agree that the courts of the Republic of Mauritius shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement.

18. Miscellaneous

18.1. Notices

Any notice or communication under this Agreement shall be in writing and sent to the email address registered to your Account. It is your responsibility to ensure your email address is kept up to date.

18.2. Severability

If any provision of this Agreement is found by any court or competent authority to be invalid, illegal, or unenforceable, that provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected.

18.3. Assignment

You may not assign or transfer any of your rights or obligations under this Agreement without our prior written consent. Vertex may assign its rights and obligations to a third party (e.g., in the event of a merger or acquisition) by providing notice to you.

18.4. Tax

You are solely responsible for all tax liabilities arising from your trading activity. Vertex does not collect or withhold taxes on your behalf unless required by mandatory law.

19. Client Declaration