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
1.1 This Code of Conduct discussed the business practices the Parties wish to adopt in providing the services mentioned in the Introducer Agreement the Parties practice and its terms shall supersede should conflict of agreements arise.
1.2 The following terms have the said meanings unless otherwise specified:
Agreement: means the Introducer Agreement signed between the Company and the Introducer, for which the current Code of Conduct (“Code”) forms an integral part of.
Applicable Laws and Regulations: means the legal framework Safecap shall comply with, including any legislation, rules and regulations which may be in force from time to time.
Brand: means ”MARKETS.COM”.
Branding: means any marketing and/or promotional materials served by the Company in relation to the Brand.
Client: Means a natural or legal person who has opened an account and commenced trading activity with Safecap Investments Limited.
Client Account: means any and all accounts opened by Safecap to a Client under the sole judgment of Safecap.
Company: means Safecap Investments Limited of 237 Main Street Gibraltar which is a branch of Safecap Investment Limited of 148 Strovolos Ave. Strovolos Nicosia 2048 Cyprus, regulated by the Cyprus Securities and Exchange Commission by license number 092/08.
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other information regarding Clients and prospective Clients, product designs, sales, costs, deal structure and other unpublished financial information, business plans and marketing data which by its nature shall be kept confidential.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 unless otherwise agreement by the Parties in writing.
Fraud: means an attempted act, act or omission by the Introducer 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 and/or Safecap, 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; 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 Safecap’s compliance guidelines as to marketing to Clients.
Intellectual Property rights (“IP Rights”): means the Company or Safecap or their Related Entities marks, all Branding, information over prospective Introducers, Introducers, deal structures, Leads, Qualified 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 Safecap 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.
Introducer: 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 Safecap’s website by the Client which the Introducer referred to Safecap, who met its compliance requirements (as they may be changed from time to time subject to Safecap’s sole discretion), which has to do also with anti-money laundry and appropriateness of services to be rendered by Safecap to the particular Client.
Lead: means any unique user that had registered via the Brands’ Websites, introduced by the introducer and that has provided Safecap 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, Trademarks and Marks: means any Trade names and/or Trademarks or any other protected marks associated with the Company and / or Safecap 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 Introducer.
Prospective Introducer: means any other marketing organizations and/or website owners and/or other marketing venues that may be potential Introducer of the Company.
Qualified Trader: means a Client who was introduced to Safecap by the Introducer in accordance with the Code and Agreement and identified by a tracker ID assigned to such Introducer by the Company provided that:
The Company confirms that such Introducer shall be included in the relevant scheme and linked to the Site(s) in accordance with the Code and the Agreement; and/or
Such Client has been approved by Safecap and has made a minimum real money deposit in line with Safecap rules; and/or
with respect to Introducers paid under the Company’s CPA plan, the Client has generated spreads in the amount specified in the CPA table detailed in appendix A to the Agreement or any other activity level agreed by the Parties in writing; and/or
Such Client is not already registered to the Site under a different name or with a different identity or from same IP address; and
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 Introducer and/or of the Introducer; 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.
Safecap: means Safecap Investment Limited of 148 Strovolos Ave. Strovolos Nicosia 2048 Cyprus, regulated by the Cyprus Securities and Exchange Commission by license number 092/08 for the offering of financial services.
Sites / Websites: means the websites (and all their related pages) promoted by the Company.
Supporting documents for natural persons: Any type of proof requested by the Company and / or Safecap (whether were been provided to the Safecap 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 Introducer and/or Introducers’ bank; tax certificate and / or a copy of a bank statement – all under the Introducer’s full name. All in the English language.
Supporting documents for Legal persons: Any type of proof requested by the Company and / or its Related Entities (whether were been provided to Safecap 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. All in the English language.
Spam: means emails and / or messages and / or calls that meet any one or more of the following criteria: (i) unsolicited approach (usually addressed to a large number of addressees); (ii) contains false or misleading statements; (iii) does not truthfully identify the source or the originating sender; (iv) does not contain an online and/or real time ”remove” option (v) bundles certain service with other service, or (vi) 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 Introducer’s website to the 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 of Safecap (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. Introducer services conduct
2.1 The Introducer shall use its best efforts and shall devote reasonable amounts of its time, personnel and resources to promote and market the Site banners with respect to which the Introducer have or will have a marketing arrangement to bring Leads and/or Qualified Traders to Safecap.
2.2 The Introducer can also identify Prospective Introducers for the Company subject to the Agreement and the Code. In the event that a Prospective Introducer becomes an Introducer as a result of introduction by a current Introducer, the Prospective Introducer must enter into an agreement with the Company and accept the terms of this Code. The current Introducer shall provide the Company with all such information as required on the Prospective Introducer for the Company to assess its credibility, in the light of the Company’s business appetite and its sole judgment in relation to compliance with the Applicable Laws and Regulations. Unless otherwise specified at the Code, the current Introducer shall, in relation to the Prospective Introducer, be entitled to receive a Fee as agreed between the Parties in writing.
2.3 If a potential Client is already known to the Company or in the process of applying for becoming a Client of Safecap or has been introduced to Safecap by others, than the Introducer shall have no rights whatsoever with respect to the introduction of such potential Client.
2.4 The Company will provide the Introducer with remote online access to reports regarding its Introducer activity. The Introducer acknowledges and accepts that the Company will not be liable for the completeness or accuracy of any report.
2.5 The Company is not involved in the transactions between the Clients and Safecap. The latter is the only one eligible accepting and safeguarding Clients’ funds in accordance with the Applicable Law and Regulation.
2.6 The Company is not involved in the services the Clients are getting from Safecap who has the sole mandate to execute Clients’ orders.
2.7 It is Company shall maintain the required records in connection with all Clients introduced by the Introducer in relation to the Introducer’s 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 Safecap in accordance with its offering and trading policies.
2.8 The Company shall not be required, under any circumstances, to share any information with regard to the acceptance or rejection of Clients with the Introducer. Upon Safecap’s or the Company’s request the Introducer shall disclose any information that is required by Company in respect to the Client.
2.9 Safecap prohibits Unfair Trading Practices and the definition of certain behavior as such practice is as per Safecap’s own discretion. The Company is not in a position to affect Safecap’s 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 the Introducer in a commission by volume deal – i.e. Introducer will not be compensated for the spread generated from Unfair Trade Practices trades done by the Clients.
2.10 The Company will calculate the amounts payable to the Introducer in accordance with the applicable payment plan based on the information it has in its systems which is derived from the Clients activity with Safecap.
2.11 The Company is committed, at all times, to the secrecy and confidentiality of the Introducer’s identity and information. However, Company shall be entitled to inform relevant authorities, banks, card issuers, electronic payment providers or other financial institutions of the Introducer’s identity and of any suspected unlawful, fraudulent or improper activity and the Introducer will cooperate fully with the Company to investigate any such activity.
2.12 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 Introducer’s identity through the information provided by the Introducer and by obtaining information from public sources and databases.
3. No Advice to Clients
3.1 The Introducer and his employees shall not offer any type of advice on trading to Clients. This includes:
Personal opinion on trading or the direction of the market and/or instruments;
Advice on investment strategies;
Advice on opening new positions in any financial instrument (whether offered by Safecap or not);
Advice on closing existing positions in any instrument (whether offered by Safecap or not);
Advice on hedging positions in Client’s portfolio;
Custom-made trading signals by the Introducer;
Advice on portfolio management.
3.2 The Introducer and his employees may:
a) Quote third party opinions about the market and/or specific traded instruments as long as the Introducer clearly states this is a third party opinion, the identity of the third party and obtain written approval to distribute the said information from the third party. The Introducer must keep records of all of the information distributed as proof in case of future request by Safecap or in case of Clients’ or the said third party complaint.
b) Provide financial market education to Clients. This education must include clear disclaimer that it is marketing material and be is strict compliance with the Guidelines (as they may be change from time to time).
c) Provide general review on Safecap’s trading platforms and financial services offering.
4. No trading in Client’s accounts
4.1 The Introducer and its employees are strictly forbidden from trading in Client account.
4.2 The Introducer and its employees are strictly forbidden from accessing the Client’s account in any manner.
5. Risk disclosure of investing & Prohibition on promise of returns
5.1 The Introducer must advise the Client that leveraged trading carries risk of capital loss.
5.2 The Introducer shall not guarantee, promise or mislead the Clients and potential Clients to think that leveraged trading offers guaranteed returns, exaggerated returns, risk free positive returns or similar messages.
5.3 The Introducer must refer the Client to Safecap’s risk disclosure on the website.
6. Communication with Clients
6.1 Safecap is obliged under the Applicable Law and Regulation to keep records of all communication with Clients. To that extent, the Introducer needs to be in a position to provide the Company and/or Safecap, upon request and no later than 24 hours from first request, the communication held between the Introducer and/or its employees and the Client (including calls, emails, chats etc.). Communication with the Clients must be held for a minimum period of 5 years following the termination of the relationship of the Client with Safecap.
6.2 Please note that in case of termination of the Agreement the Introducer needs to be in a position to provide the Company and/or Safecap with all communication held between the Introducer and the Client.
7. Communication with the Company
All communication with the Company must be performed through the relevant account manager of the Introducer, who will ensure that any requests, information and/or documentation will be communicated to Safecap, where needed.
8. Introducer’s marketing standards
8.1 The Introducer will be solely responsible for the operation and content of the Introducer’s websites and other marketing channels, including for ensuring that materials posted on the Introducer’s websites are in line with Applicable Laws and Regulations and shall strictly meet the Guidelines. Without limiting the generality of the foregoing, the Introducer shall not be involved, in relation to the Company, Safecap, Brand, Related Entities and/or to the Websites, in the following:
(a) Use Malware and/or Spyware techniques or use any other aggressive advertising or marketing methods;
(b) Make any “use of Scumware” or use any other predatory advertising or marketing methods in any of its dealings;
(c) Make any false, misleading or disparaging representations or statements;
(d) Engage in any other practices which may affect adversely the high image, credibility and good reputation of the Company, Safecap and the Brand, including but not limited to, using any website in any manner, or having any content on any Website, that:
i. 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
ii. Violates any intellectual property or other proprietary rights of any third party; and/or
iii. Use or cause spamming; and/or
iv. Do any act that disparages the Company, Safecap and the Brand or any of the Sites or that otherwise is damaging or is reasonably expected to be damaging to the goodwill of the abovementioned; and
v. In any way alter, affect or interfere with the operation or accessibility of the Sites or any page thereof.
8.2 Pay Per Click campaign using any keywords associated with the Company (such as the Brand’s name, Safecap’s 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 Introducer shall NOT be viewed as an activity which qualify for a Fee, and may result termination of the Agreement and the imposition of any other sanction by the Company.
8.3 The Introducer 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 Introducer will act at all times to refrain from, immediately stop and not allow, any act or traffic that involves Fraud or that the Introducer believes or should reasonably believe to potentially involve Fraud.
9. Advertising Guidelines
9.1 Advertising material, marketing material, publications and all marketing operation related issues which the Introducer is using for introducing Clients to Safecap must comply with the in strict compliance with the Applicable Law and Regulation, the Guidelines and the Cyprus Securities and Exchange Commission legislation.
9.2 All marketing material must be pre-approved by Safecap prior publication. The material must be provided to the relevant account manager at the Company who will ensure to communicate this to Safecap and receive the relevant approval and/or comments.
9.3 The following practices are explicitly forbidden:
a) Promised/guaranteed returns.
b) Statements that mislead Clients to thing that trading in Forex and CFD carries little or no risk.
c) Testimonials of any kind.
d) Advertising on Gambling and Adult sites.
e) Spam marketing.
9.4 If, for any reason, Safecap will be approached by any other regulator with complaint concerning the Introducer’s operation, publications, advertising or any marketing activity, the Introducer will be obliged to disclose to Safecap all information related to the complaint and act according to guidelines of Safecap and the regulator.
9.5 If the Company or Safecap demand that the Introducer ceases to use certain or all marketing materials, the Introducer must comply with the instruction within 24 hours. Should the Introducer faces any issues with timely provision of the information this should be immediately communicated to the Company.
9.6 Double Serving is strictly forbidden. You agree and accept that Safecap shall have the right to refuse to pay to you any Fees or other payments for any traffic generated by the Double Serving (as determined by Safecap in its discretion, acting in a commercially reasonable manner), including any Qualified Traders attracted through such traffic. For the purposes of this paragraph (vi), it is agreed that any determination with regard to Double Serving done by Safecap in accordance with the Google Advertising Policies (as amended from time to time) shall be deemed to have been made in a commercially reasonable manner
10. Fee Payment Restrictions
10.1 Subject to the strict compliance of the Introducer with the terms of the Code and the Agreement, the Introducer shall be eligible to the Fee, which consist the sole inclusive gross remuneration that the Introducer is eligible for in relation to referring Qualified Traders via the Company to Safecap 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 Safecap and has met the relevant criteria of Qualified Trader, shall be the conclusive evidence thereof.
10.2 The Company, in its sole discretion, shall withhold the payment or net off any outstanding commissions to any Introducer and/or Introducer should Company consider that:
i. The Introducer and/or the Client have been involved in creating false trading account(s) for the purposes of generating Accruals; and/or
ii. The Clients introduced by the Introducer made an initial deposit but do not trade.
iii. The Company is in a position that the Introducer was involved in Fraud and / or Unfair Trading Practice.
10.3 If Company, at its sole discretion and in good faith, reasonably determines that Introducer’s Clients:
(a) Use Unfair Trading Practices; and/or
(b) Trading at financial instruments prices that could not be verified by Safecap.
It shall be entitled to, under its sole discretion, to:
(a) Ignore the Fee associated with the Unfair Trading Practice or abuse; and/or
(b) Withhold the payment of any outstanding Fee and forfeit from the Introducer’s Fee (and any future Fee) the Fee which was paid in relation to that advised Unfair Trading Practice; and/or
(c) immediately enjoin all Fees derived from any Introducer activities, without the necessity of showing damages (ii) receive a prompt refund of all amounts paid to the Introducer hereunder and (iii) be indemnified for any losses, damages or liability incurred by Company in connection with such violation.
11. Intellectual Property rights
11.1 IP Rights shall be and remain the sole and exclusive property of their respective owners. Nothing in the Code or the Agreement shall confer in the Introducer any right of ownership of the IP Rights and all use thereof by the Introducer shall ensure to service the aim of the Code and Agreement only.
11.2 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.
11.3 The Introducer acknowledges and agrees that the Introducer 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 Introducer 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.
11.4 All Branding provided by Company is provided on an “as is” basis and without any warranty whatsoever:
a) Company will provide the Introducer with copies of or online access to the Branding.
b) The Introducer may display the Branding on the Introducer’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 Introducer with regard.
c) The Introducer will use only Company’s preapproved text links, banners and promotion mails and will not alter their appearance, design or content, unless Company gives the Introducer specific prior written authorization to do so. At the Introducer’s request, Company may provide the Introducer with a code that will enable the Introducer to post in the Introducer’s Websites rotating banners from of the Branding. The Introducer understands and acknowledges that the appearance and contents of Company’s text links, banners and promotion mails constitute the only authorized and permitted representation of the Sites.
d) The Introducer will be solely responsible that all the content of the Introducer’s Websites is original or otherwise is permitted to be published by the owner of the information thereof. The Introducer may not alter, amend, adapt or translate marketing material nor any IP Right without the 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.
e) Nothing contained in any marketing material shall, in any way, be deemed a representation or warranty of Company, Safecap or any Related Entity of the Company.
12. CONFIDENTIALITY AND DATA PROTECTION
12.1 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.
12.2 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:
(a) 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
(b) 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.
12.3 Confidential Information shall not include any information which is:
(a) 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;
(b) is independently developed by the non-disclosing Party without breaching any provisions of the Code or the 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.
12.4 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.
12.5 The Company reserves the right to inform third parties or public authorities in regards to the Introducer’s personal information, transactions or any other information as it may deem necessary in case where the Introducer is directly or indirectly involved in Fraud or upon the Authority’ request.
12.6 The Parties acknowledge that all data relating to the Clients and their activity shall be and remain the exclusive property of Safecap.
13. INDEMNIFICATION AND LIMITATION OF LIABILITY
13.1 The Introducer shall indemnify and hold harmless the Company, Safecap, 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 the Code and the Agreement and resulting from (i) any failure of the Introducer to comply with any or all of the terms of the Agreement or the Code, (ii) any breach of any representation or warranty by the Introducer (iii) any act or omission by the Introducer, or subsidiary, or any officer, director, employee, or agent of each of the foregoing; and (iv) any act of dishonesty or fraud by the Introducer in the conduct of the Introducer’s business or in relation to any matter under this Agreement.
13.2 Other than the obligation of Company to pay to the Introducer 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 US$ 1,000.
13.3 The Introducer acknowledges and accepts that the Company shall not held liable nor responsible for any marketing or promotions initiated by the Introducer and for any costs or charges for such activity. All costs will be met by the Introducer in full.
14. GENERAL PROVISIONS
14.1 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.
14.2 Notice – Any notice, approval, request, authorization, direction or other communication under this Code shall be given in writing and shall be deemed to have been delivered and given for all purposes (a) by e-mail to the Party to which the same is directed and/or (b) by telephone call to the respective telephone numbers of the Parties.
14.3 Waiver – The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of the Code 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.
14.4 Amendments, Counterparts, Authority – The Company may modify the Code as per its operational needs and Safecap’s constraints and it’s the responsibility of the Introducer to regularly check the Code and comply.
14.5 Severability – If any term or provision in the 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 Code and the enforceability of the remainder of the Code shall not be affected thereby.
14.6 Remedies and Injunctive Relief –
(a) the 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 the Code shall not preclude the exercise of any other right or remedy.
(b) The Introducer acknowledges, confirms and agrees that damages may be inadequate for a breach or a threatened breach of the Code and, in the event of a breach or threatened breach by the Introducer and/or Introducer of any provision of the Code, Company’s rights and obligations may be enforceable by specific performance, injunction, or other equitable remedy.
(c). Nothing contained in the Code shall limit or affect any of the Company’s rights at law, contract or otherwise, for a breach or threatened breach of any provision of the Code, 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.
14.7 Assignment and Delegation – The benefit, rights, responsibilities and obligations arising under this Agreement may not be assigned or delegated by the Introducer either in whole or in part without the prior written approval of Company. The Company may assign and / or delegate its rights and obligation as per the Code by providing written notice
14.8 Disclosure – It is the sole responsibility of the Introducer to inform the Client that the Introducer is not forming part of Safecap nor the Company neither can act on engaged them or obligate on their behalf.
14.9 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 practicing the Code 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.