Terms of Business

1.1

Tradeslide Technologies Ltd (company number 14398381) whose registered office is
20 Fitzroy Square, London Q1T 6EJ (TTL, we, us or our as appropriate) operates
Darwinex Zero, a subscription based service through which:

1.1.1

you make Notional Trades in a virtual account without financial exposure
to markets

1.1.2

we provide you with analysis of the quality of your Signal

1.1.3

we convert your Signal into a Strategy with a certified real-time track
record

1.1.4

we introduce you to an Associate Regulated Entity for the purposes of
exposing any Strategy developed from your Signal to Regulated Entity
Clients

1.2

These terms of business and your Darwinex Zero Application Form are referred to in
this document as the Agreement.

1.3

This Agreement is separate from any other agreement between us or any
agreement between you and any of our other Associates.

1.4

Unless we notify you otherwise, our contact details are:-

20 Fitzroy Square, London Q1T 6EJ

E: info@darwinexzero.com

1.5

Where you do not sign this Agreement in writing, your electronic acceptance of the
terms and conditions of this Agreement will be taken as your consent and intention
to be legally bound by this Agreement.

1.6

In relation to the use of Darwinex Zero by you, this Agreement shall supersede any
previous agreement, arrangement or understanding, whether written or oral,
between us.

1.7

Certain words and expressions appearing in this Agreement have been given
particular meanings. Where capitalised words are not defined in the relevant clause,
the definitions set out in clause 16 (Definitions) shall apply.

1.8

We will communicate with you in the English language and all transactions you enter
into with or through us will be concluded in the English language.

2.1

There are some key differences between being a User and being a client of one of
our Regulated Entities – we call a client of one of our regulated entities a Regulated
Entity Client in this Agreement, as follows:-

You are not a client

2.1.1

In relation to the relationship governed by this Agreement, you are not our
client for the purposes of Applicable Regulations, as we are not providing
you with a service in the course of undertaking a regulated activity. This
means you do not have the protections which Applicable Regulations
provide to Regulated Entity Clients. This does not affect any protections
you have in relation to any other agreement between us under which you
are a Regulated Entity Client.

You are not an employee or our partner

2.1.2

This Agreement is not a contract of service and you do not become our
employee if you enter into it. Neither does it create any partnership or
joint venture between us.

Intellectual property in a Strategy belongs to us

2.1.3

All rights to and intellectual property in any of the Signals and Strategies
belongs to us or our Associates.

We do not advise you

2.1.4

Nothing in this Agreement requires us to provide any investment, taxation
or other advice and we will not provide you with any such advice, whether
in relation to the terms of this Agreement or otherwise.

You are not our agent

2.1.5

You are not our agent and you have no authority to bind us to any
agreement nor to give any undertaking or make any representation on our
behalf.

Your obligations

2.2

Your obligations under this Agreement are as follows and you agree with us that
you:-

2.2.1

will allow TTL or any Associate to display your username and Signal history
on any of our Websites or any marketing or promotional materials and
without regard to the purpose of such display;

2.2.2

will notify us as soon as practicable if you are contacted directly by any
Regulated Entity Client, and you will not have any dealings with any such
Regulated Entity Client; and

2.2.3

consent to us or any of our Associates using Signals for such purposes as
we or any such Associate shall see fit.

General

2.3

We reserve the right to modify, suspend or discontinue, temporarily or permanently,
Darwinex Zero or any of our other Services (in whole or in part) with or without
notice. You agree that we will not be responsible or liable to you for any
modification, suspension or discontinuance of any of our Services.

You consent to communications being made via electronic media. If you do not or
no longer wish to communicate via electronic media, you must notify us and revoke
this consent in writing. Communications sent by electronic media shall be treated as
satisfying any legal requirement that a communication should be signed and in
writing, to the extent permitted by applicable law.

4.1

You will pay us the User Fee in the amount and at the intervals set out in the Pricing
page of our Website. The User Fee is a fee payable by you for access to Darwinex
Zero, its functionality and the materials contained on it.

4.2

To use Darwinex Zero you must provide one or more Payment Methods. You
authorise us to charge any Payment Method associated to your account in case your
primary Payment Method is declined or no longer available to us for payment of
your User Fee. You remain responsible for any uncollected amounts. If a payment is

not successfully settled, due to expiration, insufficient funds, or otherwise, and you
do not cancel your account, we may suspend certain or all functionality and features
of Darwinex Zero until we have successfully charged a valid Payment Method. For
some Payment Methods, the issuer may charge you certain fees, such as foreign
transaction fees or other fees relating to the processing of your Payment Method.
Local tax charges may vary depending on the Payment Method used. Check with
your Payment Method service provider for details.

4.3

You can update your Payment Methods from within the Darwinex Zero platform. We
may also update your Payment Methods using information provided by the payment
service providers. Following any update, you authorise us to continue to charge the
applicable Payment Method(s).

4.4

You can cancel your Darwinex Zero subscription at any time. Payments are
non-refundable and we do not provide refunds or credits for any partial
membership periods. If you cancel your subscription you will retain access to your
account beyond the end of the billing period but we will no longer provide the
functionality described in clause 1.1 of this agreement at the end of your billing
period.

4.5

We may change our subscription plans and the price of our Darwinex Zero service
from time to time; however, any price changes or changes to your subscription plans
will apply no earlier than 30 days following notice to you.

5.1

We may enable Users to participate in a “Member Get Member” promotion whereby
the User may refer someone else to be a new customer of Darwinex Zero using an
assigned referral code or other method and receive a Reward by way of
compensation.

5.2

You acknowledge that

5.2.1

We are under no obligation to offer such “Member Get Member“
promotion;

5.2.2

If any such Reward is made available to Users for the referral of a new
customer, details of such Reward will be as provided within the Darwinex
Zero platform;

5.2.3

If such “Member Get Member” promotion is made available to you that we
are under no obligation to maintain such promotion indefinitely and that
we may cancel or modify the terms of such promotion at any time; and

5.2.4

If you cancel your account any outstanding Reward pending to you shall be
deemed null and void.

6.1

You take sole responsibility for any third-party applications that you use in
conjunction with your use of Darwinex Zero.

7.1

You represent and warrant to us (i.e. you are making statements and promises on
which we will rely when we provide services to you and you therefore need to make
sure that they are accurate as you will be responsible and liable to us if they are not)
that:

7.1.1

if you are an individual, you are at least 18 years of age, of sound mind and
have the legal capacity to enter into a legally binding agreement with us;

7.1.2

if you are a corporation, you are duly incorporated and validly existing
under the laws of the country of your incorporation and that you have
approved the opening of an account with us by a board resolution certified
by the corporation’s officers;

7.1.3

this Agreement, each transaction and the obligations created under them
are binding upon you and enforceable against you in accordance with their
terms and do not and will not violate the terms of any regulation, order,
charge or agreement by which you are bound; and

7.1.4

you have all authority, powers, consents, licences and authorisations
required by you to enter into this Agreement, to perform your obligations
under this Agreement.

8.1

You covenant to us (i.e. you make a contractually binding promise to us that you will
do things on which we will rely when dealing with you under this Agreement and you
therefore need to make sure that you keep those promises as you will be
responsible and liable to us if you do not) that:

8.1.1

you are willing and able, upon request, to provide us with information in
respect of your financial position, domicile or other matters as we may
determine necessary for the proper functioning of Darwinex Zero or this
Agreement; and

8.1.2

you will promptly notify us in writing of the occurrence of any bankruptcy
or anything similar.

9.1

We may obtain information, including Personal Data from you during the course of
our relationship with you and we will process such Personal Data as a Controller.
Personal Data means any information relating to an identified or identifiable natural
person, namely one who can be identified, directly or indirectly from that
information alone or in conjunction with other information. Please refer to our
Privacy Policy for full details which can be found on our Website.

9.2

We may share Personal Data with our Associates as part of our ordinary business
and for the purposes of this Agreement. When sharing Personal Data with our
Associates this may mean that information is transferred internationally, in which
case we will maintain protocols to help ensure appropriate measures are in place to
safeguard your Personal Data, as set out in our Privacy Policy.

10.1

Our Websites may incorporate third party data, text, images, software, multi-media
materials and other content (Third Party Content) and references to “our Websites”
shall be taken to include all materials, content and services made available from

time to time on our Websites whether viewed on screen or downloaded to another
computer including, without limitation, Third Party Content.

10.2 Our Websites are protected by copyright, database rights and other intellectual

property rights. You acknowledge that we and/or third parties retain all right, title
and interest in and to our Websites.

10.3 Except as otherwise specifically agreed in writing or to the extent necessary for you

to view our Website in accordance with the Agreement, you shall not:

10.3.1

copy our Website in whole or in part (except to make backup copies solely
for disaster recovery purposes);

10.3.2

display, reproduce, create derivative works from, transmit, sell, distribute,
rent, lease, sublicense, time-share, lend or transfer or in any way exploit
our Website in whole or in part;

10.3.3

embed our Website into other products;

10.3.4

use our Website in any file sharing arrangement;

10.3.5

create embedded links from any software program to our Website;

10.3.6

remove or obscure any of our copyright notices or those of any of our
Associates;

10.3.7

use any of our trademarks, service marks, domain names, logos, or other
identifiers or those of any of our third party suppliers; or

10.3.8

save to the extent permitted by law, reverse engineer, decompile,
disassemble, or access the source code of our Website.

11.1 If we are prevented, hindered or delayed from performing any of our obligations

under this Agreement by a Force Majeure Event, then our obligations under this
Agreement will be suspended for so long as the Force Majeure Event continues and
to the extent that we are so prevented, hindered or delayed. We will not be deemed
to be in breach of this Agreement or otherwise be liable to you by reason of any
delay or failure in performance of any of the obligations under this Agreement to

the extent that the delay or failure is caused by a Force Majeure Event, and time for
performance will be extended accordingly.

11.2 A Force Majeure Event means acts of God, war, hostilities, riot, fire, explosion,

accident, pandemic, flood, sabotage, power supply interruption, failure of
communications equipment, lock-out or injunction, compliance with governmental
laws (domestic or foreign), regulations or orders or breakage or failure of machinery.

12.1 Please see clause 4.4 which sets out how you cancel your subscription to Darwinex

Zero. We may terminate this Agreement upon notice in writing to you at any time by
giving you not less than 7 days’ notice in writing of such termination. Termination
shall be without prejudice to any accrued or outstanding rights and obligations of
either you or us.

12.2 Termination will not affect your or our accrued rights, indemnities, existing

commitments or any other contractual provision intended to survive termination of
the Agreement.

13.1 Unless prohibited from excluding liability by law, we will not be liable to you for

incidental, special, punitive or consequential damages caused by any act or omission
of ours under this Agreement. This limitation will include claims relating to loss of
business, loss of profits, loss of opportunity, failure to avoid loss, loss of goodwill or
reputation or the corruption or loss of data.

13.2 You will be responsible to Tradeslide Technology Ltd, its principals, officers,

directors, employees, agents, successor and/or assignees, for all Losses, claims,
proceedings and expenses (including but not limited to legal expenses and experts'
fees) arising (whether directly or indirectly) out of or in connection with (i) any failure
by you to perform any of your obligations under this Agreement, (ii) any false
information or declaration made to us or to any third party, or (iii) your placing any
Notional Trade which breaches any regulatory or legal requirements and which
results in a Signal.

14.1 We may, from time to time, amend or vary these terms for the following reasons:

14.1.1

to comply with or reflect a change of Applicable Regulations or decision by
a regulatory authority;

14.1.2

to make them clearer, more favourable to you or to correct a mistake or
oversight (provided that any correction would not be detrimental to your
rights);

14.1.3

to provide for the introduction of new, or the amendment of existing
systems, services, procedures, processes, changes in technology and
products (provided that any change would not be detrimental to your
rights); or

14.1.4

to reflect legitimate increases or reductions in the cost of providing any
services governed by this Agreement.

14.2 We will notify you of any proposed change to the terms by sending you a written

copy of the proposed changes at least ten (10) business days prior to the changes
coming into effect unless such amendment or variation is required sooner as a
result of a change of Applicable Regulations.

14.3 If you object to the amendment or variation, the amendment or variation will not be

binding on you and this Agreement will terminate forthwith.

14.4 Any amendment or variation will supersede any previous agreement between us on

the same subject matter.

14.5 No delay in the exercise or non-exercise by either party of any right, power or

remedy provided by law or under or in connection with this Agreement will impair
such right, power or remedy or operate as a waiver or release of that right. Any
waiver or release must be specifically granted in writing, signed by the party
granting it.

14.6 The rights and remedies of each party under this Agreement are cumulative and not

exclusive of any rights or remedies of that party under the general law. Each party
may exercise each of its rights as often as it thinks necessary.

14.7 We do not require the consent of any Associate of ours to amend, vary, modify,

suspend, cancel, or terminate any provision of this Agreement.

15.1 We will generally communicate with you via email or our Websites but, if it is more

appropriate to do so, we will communicate with you by letter, telephone, social
media, or SMS. We will communicate with you in writing where the Agreement or
Applicable Regulations requires us to. You agree and consent to us communicating
with you in this manner.

15.2 If you are required to communicate with us in writing by the Agreement, please

contact us at info@darwinexzero.com.

15.3 All communications between you and us will be in English.

15.4 It is your responsibility to keep your contact details up to date and notify us

immediately of any changes in writing. If at any time you are unable, for whatever
reason, to communicate with us or you do not receive any communication sent by
us under this Agreement we will not:

15.4.1

be responsible for any loss, damage or cost caused to you by any act,
error, delay or omission resulting therefrom where such loss, damage or
cost is a result of your inability to use Darwinex Zero; and

15.4.2

except where your inability to instruct us or communicate with us results
from our fraud, wilful default or negligence, be responsible for any other
loss, damage or cost incurred by or cause to you by any act, error,
omission or delay resulting therefrom including without limitation, where
such loss, damage or cost is a result of your inability to use Darwinex Zero.

15.5 You acknowledge and agree that any communication transmitted by you or on your

behalf is made at your risk and you authorise us to rely and act on, and treat as fully
authorised and binding upon you, any communication (whether or not in writing)
that we reasonably believe to have been made or transmitted by you or on your
behalf by any agent or intermediary whom we reasonably believe to have been duly
authorised by you.

15.6 Subject to Applicable Regulations, any communications between us using electronic

signatures will be binding to the same extent as if they were in writing. By agreeing
to these terms and conditions you give your consent to the receipt of
communications by electronic means. If you no longer wish to communicate in this
way, you must revoke your consent in writing.

15.7 You hereby agree and consent to all telephone communications made by or to you

or on behalf of you with us being recorded. These recordings will be our sole
property and may be used for training purposes or as evidence in the event of a
dispute.

15.8 You agree and consent to the receipt of documents in electronic form via email, our

Websites or other electronic means.

16.1 Outstanding rights and obligations and transactions shall survive the termination of

the Agreement, and shall continue to be governed by its provisions. If any provision
of the Agreement shall be found by any court or administrative body of competent
jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall
not affect the other provisions of the Agreement which shall remain in full force and
effect.

16.2 Any failure by us (whether continued or not) to insist upon your compliance with any

provision of the Agreement shall not constitute nor be deemed to constitute a
waiver by us of any of our rights or remedies. The rights and remedies conferred
upon us under this Agreement shall be cumulative and the exercise or waiver of any
part thereof shall not preclude or inhibit the exercise of any other additional rights
and remedies.

16.3 No action, regardless of form, arising out of or in connection with the Agreement, or

otherwise existing between the parties, may be brought by a party more than two
years after the cause of action is discovered. Discovery of action must be reported
within two years of termination of this Agreement.

16.4 The Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement or

to any agreement or document entered into pursuant to the Agreement and only

the parties with explicit rights or obligations pursuant to the Agreement may
enforce any term of and benefit from the Agreement.

17.1 Unless the context requires otherwise, any reference to:

17.1.1

a clause, sub-clause, paragraph or term is a reference to a clause,
sub-clause, paragraph or term of this Agreement;

17.1.2

a party or the parties, is to a party or to the parties (as the case may be) to
this Agreement;

17.1.3

a statute or statutory provision includes any consolidation or
re-enactment, modification or replacement of the same, any statute or
statutory provision of which it is a consolidation, re-enactment,
modification or replacement and any subordinate legislation in force
under any of the same from time to time and includes all instruments or
orders made under such enactment;

17.1.4

a person includes a firm, corporation and unincorporated associations,
trust, government, state or agency of state, or any association or
partnership or joint venture (whether or not having a separate legal
personality);

17.1.5

a time of day is to the time in London, United Kingdom unless specified
otherwise; and

17.1.6

a document is a reference to that document as varied, supplemented or
replaced from time to time.

17.2

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

17.3 General words will not be given a restrictive interpretation by reason of this being

preceded or followed by words indicating a particular class of acts, matters or
things.

17.4 Unless the context otherwise requires, words in the singular shall include the plural

and, in the plural, shall include the singular.

17.5 The following words and expressions shall have, unless otherwise specified, the

following meanings:

Agreement is defined in clause 1.1.

Applicable Regulations means as appropriate: (a) rules of a relevant
regulatory or other governmental authority; and (b) all other applicable laws,
rules and regulations as in force from time to time, as applicable to this
Agreement or Darwinex Zero.

Associate has the meaning given in section 1152 Companies Act 2006.

Business Day means a day (not being a Saturday or Sunday) when banks are
open in London for the transaction of general banking business.

Darwinex Zero Account means an account identified by a username and
password used by you for the purposes of undertaking Notional Trades.

Force Majeure Event is defined in clause 11.2.

Intellectual Property Rights has the meaning given to it in clause 10.1.

Losses in respect of any matter, event or circumstance includes all demands,
claims, actions, proceedings, damages, payments, trading losses, costs,
expenses or other liabilities, and any consequential, indirect or special loss,
including, but not limited to loss of business, loss related to reputational
damage, loss of revenue, loss of anticipated savings and loss of opportunity.

Notional Trade means any instruction you give within any functionality of
Darwinex Zero which notionally allocates any security or other instrument to
your Darwinex Zero Account.

Payment Method means a current, valid and accepted method of payment.

Privacy Policy means the privacy statement posted on our Websites as
amended from time to time.

Reward means any monetary or non-monetary compensation offered to you
via a Darwinex Zero Member Get Member promotion

Regulated Entity means any one of our Associates which is authorised and
regulated by the Financial Conduct Authority or any other regulator having a
similar function in any jurisdiction.

Regulated Entity Client means a person to whom a Regulated Entity
provides Services.

Services mean the services offered by any Associate of ours to Regulated
Entity Clients as specified on the Websites of our Regulated Entities.

Signal means any data related to any Notional Trade made by you, and data
relating to execution of any such Notional Trade.

Strategy means a strategy developed by us or any one of our Associates
based on Signals.

User Fee has the meaning set out in clause 4.1.

Website(s) means any website(s) through which we or any of our Associates
deal with you.

18.1

The Agreement is governed by and shall be construed in accordance with the laws of
England. Each party irrevocably submits to the exclusive jurisdiction of the English
courts to settle any suit, action or other proceedings relating to the Agreement
(Proceedings).

Nothing in the Agreement shall prevent us from bringing

Proceedings against you in any jurisdiction.

18.2 Each party irrevocably agrees to waive any objection which it may have at any time

to the laying of venue of any proceedings brought in the English courts and agrees
not to claim that such proceedings have been brought in an inconvenient forum or
that such court does not have jurisdiction over it.