Introducer Agreement – Terms and Conditions

1. DEFINITIONS

1.1. “Act” means the Act No. 240/2013 on Investment Companies and Investment Funds (Czech Republic) and all regulations thereunder and any subsequent enactment replacing, modifying, or amending the same.

1.2. “Commission” or “Commission fee” means any commission or other fee payable by the Company to the Introducer under this Agreement, representing the agreed proportion of the commission received by the Company from the Client for the Services, as set out in Schedule 1 to this Agreement.

1.3. “Client” means any natural or legal person who has entered into a Management agreement with the Company, under which the Company manages Funds in its own name for such person’s benefit, and who pays fees to the Company for the Services in accordance with the terms and conditions of the Management agreement.

1.4. “Funds” means any monetary funds and/or assets assessable in monetary terms entrusted by the Client to the Company under a Management agreement for the purpose of investment and management in accordance with the investment strategy and other terms agreed therein, including any assets acquired through the investment or reinvestment of such funds or assets.

1.5. “Management agreement” means a management agreement between the Company and the Client, pursuant to which the Company undertakes to invest the entrusted Funds in its own name and for the benefit of the Client. In return for the Services provided, the Client pays the Company fees in accordance with the terms and conditions of the Management agreement. The Funds managed by the Company under the Management agreement form part of the Client’s Portfolio.

1.6. “Portfolio” means the aggregate of the Client’s Funds and all investments and other assets acquired or held from time to time by the Company on behalf of the Client under the relevant Management agreement, constituting the Client’s portfolio of assets managed by the Company in accordance with that Management agreement.

1.7. “Regulatory Requirement” means all legislation and any codes from time to time applicable to the Company which relate to the performance of the Introducer’s obligations under this Agreement, including but not limited to the Czech National Bank (“CNB”) and Financial Analytical Office (“FAU”) Rules, the Act and the European General Data Protection Regulation (“GDPR”) and any other relevant legislation.

1.8. “Services” means services provided by the Company that the Introducer is authorised to introduce within the terms of the Agreement. Services include the management of assets on a commercial or similar basis, consisting of accumulated monetary funds or assets assessable in monetary terms from the Client or acquired for such monetary funds or assets assessable in monetary terms, for their collective investment, based on a defined strategy for the benefit of the Client, as defined in Article 15 (1) of the Act.

2. SCOPE OF INTRODUCTION

2.1. The Company established under the laws of the Czech Republic and manages assets on a commercial or similar basis, consisting of accumulated monetary funds or assets assessable in monetary terms from the Client or acquired for such monetary funds or assets assessable in monetary terms, for their collective investment-based on a defined strategy for the benefit of the Client, as defined in Article 15 (1) of the Act. Following section 15(4)(a)(6) of the Act, the Company is not subject to supervision by the Czech National Bank.

2.2. The Introducer is a firm or individual that provides various services to its counterparties, and the counterparties may at times need certain investment-related services.

2.3. The Company appoints the Introducer on a non‑exclusive basis. The Introducer agrees to introduce Clients and other leads to the Company for the purpose of the Company offering and providing the Services to them.

2.4. The Company undertakes to pay to the Introducer for the introduction of a Client to the Company a Commission pursuant to the clauses set forth herein. The Introducer hereby agrees to accept the Commission as final, fair, and complete remuneration for introducing a Client to the Company.

2.5. This Agreement is not intended to create an employment, an agency, a partnership, a joint venture, or any other such relationship, whatever the form, between the Parties. Nothing in this Agreement can be interpreted as authorising the Introducer to create any other legally binding obligations for the Company or vice versa. Parties’ duties and responsibilities shall be limited to those expressly set out in this Agreement.

2.6. The Parties do not grant each other any exclusivity. Therefore, the Introducer may work with other companies, even competitors of the Company, and the Company may work with other introducers.

2.7. For the avoidance of doubt, the Company shall not be obliged to accept any introduction made by the Introducer as contemplated by this Agreement. The Introducer expressly agrees not to raise any claim for the Company’s refusal to enter into an agreement with the Client.

3. INTRODUCER’S DUTIES

3.1. The Introducer shall:

a. Use its best endeavours to introduce and refer Clients and other leads to the Company and to transmit to the Company this information.

b. Conduct introductions and referrals with all due care and diligence, and shall cultivate and maintain good relations with Clients and potential Clients in accordance with sound commercial and investment industry principles (which for the avoidance of doubt shall include any directions given from time to time by the Company).

c. In all dealings concerning the Company or this Agreement, describe itself as “Introducer” for the Company and not hold itself out as being connected in any other manner.

d. Promptly inform the Company of any complaint or after-sales enquiry by any persons introduced or referred to the Company, which they receive, and any matters likely to be relevant in relation to this Agreement.

e. Comply with all applicable Regulatory Requirements in the discharge of its duties under this Agreement.

f. Ensure that the business of introducing Clients to the Company is kept separate from any other financial business or advice conducted by the Introducer.

g. Ensure that the Introducer’s promotion and canvassing actions are always perfectly lawful and appropriate, considering the aim pursued, to preserve the reputation and the image of the Company and the Services.

h. Only refer Clients who, in accordance with the information and knowledge available to the Introducer at the time of referral, are reputable, of good standing, and whose economic activities, as well as interest in Services, are legitimate.

3.2. The Introducer acknowledges that the Company has a proprietary interest in Clients and leads who contact the Company, and that such Client and other contact information is confidential information belonging to the Company.

3.3. During the term of this Agreement and following its termination, however caused, the Company shall have the exclusive right to contact all persons introduced to it by the Introducer (whether or not the Company entered into a contractual relationship with such persons).

4. RESTRICTIONS ON THE INTRODUCER

The Introducer shall not:

4.1. Give advice or explanation of any of the Company’s Services or its suitability to any persons.

4.2. Collect premiums or handle premiums in any way.

4.3. Use any advertising, promotional, or selling materials in relation to the Services except those supplied or approved by the Company.

4.4. Engage in any conduct which, in the opinion of the Company, is prejudicial to the Company’s business or the marketing of the Services by the Company generally.

4.5. Hold itself, or any officer or employee, out to be a partner, employee, or officer of the Company in any respect whatsoever.

4.6. Make or give any promises, warranties, guarantees, or representations concerning the Services or any such on behalf of the Company.

4.7. Interfere with or impede the Company’s duty to comply with the Regulatory Requirements.

4.8. Allow anyone other than self to directly or indirectly supply introductions to the Company or to enter into any commission-sharing agreement with any other party without the express written permission of the Company.

4.9. Be entitled to claim from the Company reimbursement of the Introducer’s expenses incurred in the normal course of its commercial activities, including any possible marketing costs.

5. THE COMPANY’S DUTIES

The Company shall:

5.1. Supply the Introducer with promotional or informational resources as the Introducer may reasonably require from time to time.

5.2. Supply the Introducer with any information which may come into its possession that may assist the Introducer to effect sales pursuant to this Agreement.

6. COMMISSION AND FEES

6.1. The Company shall pay the Introducer the Commission at the agreed percentage and in the manner specified in Schedule 1.

6.2. The Commission shall be paid to the Introducer only when the conditions determined below are met simultaneously:

a. The Introducer has brought the Client to the Company, notified the Company of the Client in writing, and the Client was not already a Client of the Company at the time of such notification.

b. The conclusion of the Management agreement between the Company and the Client was influenced by the Introducer’s recommendation, and, as a result, the Company entered into a contractual relationship with the Client introduced and referred by the Introducer.

c. The Company has received funds from the Client that the Introducer referred in accordance with the Management agreement between the Client and the Company.

d. The Company has a valid and active contractual relationship with the Client referred by the Introducer (i.e., not terminated or dormant).

6.3. For the purpose of determining the Commission, the Company shall, within twenty-five (25) calendar days after the end of each month, provide the Introducer by email or in the Introducer Portal with a certificate of acceptance (the “Certificate”). The Certificate shall state the amounts of fees actually collected from Clients introduced by the Introducer and accepted by the Company. The Parties agree that the Commission shall be calculated in the currency of the relevant Client account, based on the amounts specified in the Certificate.

6.4. If the Introducer does not object to the Certificate and does not provide a reasoned refusal within five (5) calendar days, the Certificate will be considered duly executed in accordance with the terms of this Agreement. In that case, the calculations in the Certificate will be deemed fully accepted by the Introducer.

6.5. Unless otherwise agreed, once the Introducer has accepted the Certificate, the Commission shall be paid by way of an internal transfer to the Introducer’s internal account with the Company, opened under the Management Agreement, in which the Introducer acts as the Client. The Introducer may subsequently transfer these funds to its designated bank account by submitting a withdrawal order in accordance with the terms of that Agreement.

6.6. In exceptional cases, the Commission may be paid directly to the Introducer’s bank account. Such cases must have a valid reason and require prior approval from the Company. Additionally, the Introducer must provide appropriate documentation proving their legal authority to use and manage the specified bank account.

6.7. The Introducer has the right to request from the Company documents confirming the value of the Funds managed under the Management agreement between the Company and the Client introduced by the Introducer. The Introducer may also request reports and statements. This right applies only if the Client does not object to the disclosure of such information and has provided their consent in the required form, both to share the information with the Introducer and to process their personal data.

6.8. In all cases, the Commission shall be calculated on the fees actually charged to and collected from the introduced Client, net of any discounts, VAT, withholding tax, or other taxes shown on the invoice (if any). The Introducer shall be solely responsible for paying any taxes applicable to the income received from the Company under this Agreement, including, but not limited to, VAT.

6.9. Unless otherwise agreed in writing, the Introducer is not entitled to any reward for agreements made between the Company and Clients who were introduced by another Client originally referred by the Introducer (i.e. no double reward applies by default).

6.10. If the Company suspects and/or determines that the Introducer breached this Agreement, engages in any unlawful/illegal/prohibited activities, or directly causes any losses to the Company, it shall have the right to unilaterally and immediately terminate this Agreement, as well as to keep all payments and Commission, including, but not limited to, due but unpaid payments and Commission, as well as those payments and Commission which should be paid to the Introducer under this Agreement in the future. The aforementioned amounts are considered minimal losses of the Company. However, this does not restrict the Company’s right to request remuneration of additional losses from the Introducer if the amounts unpaid to the Introducer do not cover all losses of the Company. In this regard, the amount of loss claimed by the Company may not exceed 125.000 EUR.

7. TERM AND TERMINATION

7.1. This Agreement shall commence on the effective date and shall remain in full force and effect unless terminated as provided herein. The initial term of this agreement shall be for one (1) calendar year and shall automatically be renewed for successive one (1) calendar year periods unless notice of termination of this Agreement is provided by any of the Parties to the other at least thirty (30) calendar days before the end of the applicable term, or if this Agreement is terminated as set forth below.

7.2. Either party may unilaterally terminate this Agreement at any time, without liability, upon thirty (30) calendar days’ prior written notice to the other party, or if the other party is in default of any obligation under this Agreement and such default continues unresolved for thirty (30) calendar days after notice.

7.3. The Company shall also be entitled to unilaterally terminate the Agreement if the Introducer significantly breaches this Agreement and cannot remedy such violations within (30) calendar days from the date of receipt of the relevant notice from the Company.

7.4. This Agreement shall automatically terminate without notice in the event that either party ceases conducting business in the normal course, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any proceeding under insolvency.

7.5. Upon termination or expiration of the Term, the Company shall pay to the Introducer all outstanding amounts within thirty (30) calendar days.

7.6. In the event of termination of this Agreement on any grounds other than those specified in Clauses 6.10, 7.3, 7.4, the Company shall remain obliged to pay the applicable Commission under this Agreement for a period of twelve (12) months from the date of termination, provided that the relevant Client(s) introduced by the Introducer maintain valid agreements with the Company during that period. After the expiry of the aforementioned twelve (12)-month period, the Company shall have no further obligation to pay any Commission to the Introducer.

7.7. Any words following the terms including, in particular, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, phrase, or term preceding those words.

8. CONFIDENTIALITY

8.1. All information and documents shared between the Parties within the course of execution of this Agreement, including the terms of the Agreement itself, the fees charged, and the Clients made hereunder (“Information”) shall be deemed confidential and shall be kept secret by the receiving party. The receiving Party shall not disclose or provide any Information to any third party and shall take reasonable measures (including, without limitation, the use of nondisclosure agreements consistent with and not less restrictive than this Article) to prevent any unauthorised disclosure by its employees, agents, contractors, or consultants. The foregoing duty shall survive any termination of this Agreement and shall be perpetual. Notwithstanding the foregoing, Information can be released to a third party under the following conditions:

a. Information is required to be disclosed by legal acts, applicable to the Party and regulating the activities of the Party, or

b. Information is required to be disclosed under a subpoena, request for documents, or other validly issued judicial or administrative process;

c. Information which is or becomes generally available to the public other than as a result of any unauthorised disclosure by the receiving Party;

d. Information available to the receiving Party from a third party who received such information on a non-confidential basis and without obligation to the disclosing Party; or

e. Information, as the Parties may mutually agree in writing, can be disclosed to a third party or the public.

8.2. At the Company’s request, the Introducer shall return at any time any documents and information provided by the Company, including pricing and technical documentation, business correspondence, data storage media, etc. The Introducer shall not be entitled to keep them. Upon termination of the Agreement, the Introducer shall return all copies of documents and information received and delete all copies made.

9. LIABILITY

9.1. The Introducer shall assume full responsibility for its introduction-related actions and shall ensure that such actions do not violate applicable laws. The Introducer shall also be responsible for any losses caused by improper compliance (or non-compliance) with legal acts upon execution of this Agreement. The Introducer is responsible for its own activity or inactivity under this Agreement.

9.2. The Company by no means shall be liable for any costs or losses of the Introducer incurred by the Introducer in providing introductions and recommendations under this Agreement. Should the Parties agree that the Company reimburses the Introducer for losses, the amount of reimbursement shall not exceed the average Commission over the last three months, calculated from invoices issued during the last three months of the Agreement’s validity before the occurrence of the damage. The Company shall not be liable for indirect losses, loss of income, profit, non-pecuniary damage, or other consequential losses.

9.3. Having noted that the Introducer fails to comply with the terms and conditions of the Agreement upon execution thereof, is in breach of applicable legal acts, may damage the business reputation of the Company, is engaging in fraudulent actions, or is otherwise prejudicing the Company’s interests, the Company shall be entitled to demand to terminate the Introducer’s actions and terminate this Agreement in accordance with the Clause 6.10.

10. DATA PROTECTION

10.1. When refering the Company Services and carrying out related activities, the Introducer shall follow data protection rules provided by the Company, as well as comply with the EU General Data Protection Regulation, generally accepted data protection and data security principles, e.g., not transmit or process data without permission, keep passwords and other sensitive data in secret, be careful, and prevent third parties from abusing their hardware.

10.2. By signing this Agreement, the Parties confirm that they have provided or will provide to their representatives, contact persons as well as their other employees and other natural persons whose personal data will be disclosed or otherwise transferred to this other Party in accordance with the EU General Data Protection Regulation no. 13/14 of the Council of the European Union on the transfer of, and processing of, their personal data. Such information will include the details of the Parties, the purpose of data transfer (conclusion and performance of this Agreement), the basis (Article 6 (1) (b) and (c) of the Regulation), data access for IT and server providers and other service providers, data subject rights the right to request the rectification of personal data; the right to request the deletion or suspension of your data processing (except storage); the right to request processing of personal data; the right to data transfer; the right to lodge a complaint to the State Data Protection Inspectorate). The signatories confirm that they are aware of the processing of their personal data. The Parties, if requested, undertake to provide each other with evidence of the fulfillment of this obligation.

11. SETTLEMENT OF DISPUTES

11.1. In the event of any dispute between the Parties arising out of any matter relating to this Agreement, the Parties shall in the first instance seek to resolve the matter by discussions between each Party’s respective representatives. In the event that they are unable to resolve the dispute within twenty (20) calendar days or such other reasonable period of time as agreed between the Parties, the dispute shall be escalated for resolution to the Parties’ senior representatives.

11.2. If the dispute is not resolved by the Parties’ senior representatives within thirty (30) calendar days pursuant to Clause 11.1., or if either Party reasonably believes that it is unlikely to be resolved, either Party may refer the matter to the the Arbitration Court attached to the Economic Chamber of the Czech Republic and Agricultural Chamber of the Czech Republic in Prague for mediation or commence legal proceedings in relation to that dispute.

12. GOVERNING LAW

12.1. This Agreement, and any dispute, controversy, proceedings, or claim of whatever nature arising out of or in any way relating to this Agreement or its formation (including any non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the Czech Republic.

13. FORCE MAJEURE

13.1. Neither Party hereto shall be held liable or responsible to the other Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party including but not limited to fire, floods, embargoes, war, acts of war (whether war be declared or not), insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, transport delays, natural disasters or acts, omissions or delays in acting by any governmental authority; provided that the non-affected Party may terminate this Agreement in the event that such failure or delay continues for a period of ninety (90) calendar days or more.

13.2. Both Parties shall be obliged to immediately inform each other about the circumstances under which they would not be able to fulfill their obligations under this Agreement.

14. OTHER PROVISIONS

14.1. This Agreement may not be assigned or otherwise transferred, nor, except as expressly provided hereunder, may any right or obligation hereunder be assigned or transferred by either Party without the prior written consent of the other Party. Any permitted assignee shall assume all obligations of its assignor under this Agreement or under the respective rights or obligations actually assigned.

14.2. The waiver by either Party hereto of any right hereunder or the failure to perform or of a breach by the other Party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by said other Party, whether of a similar nature or otherwise.

14.3. Notices, any demand or other communication to be given in connection with this Agreement shall be given in writing and shall be delivered (i) in person or by courier, (ii) by registered or certified mail, or (iii) via Introducer Portal or by email.

14.4. The Company has the right to unilaterally amend or supplement the terms of this Agreement by announcing the changes in advance on the Company’s Websites, via Introducer Portal or in another manner according to Clause 14.3, and by granting a notice period of at least one (1) calendar month for termination of the Agreement in case of disagreement with the changes. If the Introducer has not terminated the Agreement within this period, the Introducer is deemed to have accepted the amendments. Continuation of contractual relationships after the amendment’s effective date is also deemed to constitute acceptance of the respective amendment. The Company and the Introducer may amend and/or supplement this Agreement by a separate written agreement. The Company is not obliged to justify an amendment in advance, including amendments to Commission fees.

14.5. If a court of competent jurisdiction holds that any provision of this Agreement is invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and the parties will replace the invalid or unenforceable provision with a valid and enforceable provision that achieves the original intent of the parties and economic effect of the Agreement.

14.6. Should any provision of this Agreement become or be declared fully or partially void, the validity of other provisions of the Agreement shall not be affected.