Partner Agreement & Program Terms

1.Definitions

These meanings apply throughout. They are written tightly on purpose - most abuse is defeated at the definition of who "counts".

• Broker - [Vantage] (and any successor), the regulated broker whose introducing-broker / rebate program the Company participates in.
• Referred Member - a person who registers for the APEX system through your unique tracked Partner Link.
• Qualified Active Trader ("QAT") - a Referred Member who meets all of the following, tested at each measurement date: (a) is a real, unique individual and not you or a Connected Person; (b) has passed the Broker's identity/KYC verification; (c) funded their own trading account with at least £200 from a payment source in their own legal name; (d) has the APEX system installed and actively trading, having executed at least [10] system trades in the preceding 30 days; and (e) still holds a funded balance of £200 or more and remains active as at the measurement date. Only QATs count toward commission, bonuses and prizes.
• Connected Person - in relation to you: a family or household member; anyone at your address; your employees, business partners or agents; anyone whose account shares an IP address, device fingerprint, payment instrument or deposit source with you; and anyone acting in concert with you to inflate your numbers.
• Partner Link - the unique tracked link and Broker sub-code we issue you. It is the only valid means of attribution.
• Commission - your agreed share of the net rebate the Broker actually pays and clears to the Company on a QAT's trading.
• Milestone - a QAT count that unlocks a cash bonus. Prize - the Rolex, supercar experience or Dubai trip described in clause 4.
• Qualification Hold Period - the 30 consecutive days immediately after a Milestone or Prize threshold is first reached, during which your QAT count must remain at or above that threshold (clause 5).
• Clawback Event - a QAT withdrawing below £200 or closing their account within 60 days; a chargeback or reversal; the Broker reversing or not paying the related rebate; or discovery that a member never truly qualified.

2.How Referred Members are counted

1. Attribution is by the Broker sub-code recorded at the member's signup through your Partner Link, and by that alone. Cookie stuffing, forced re-clicks, brand-term bidding, spam, or claiming members who arrived through another channel are prohibited and void the claim.
2. A member counts as a QAT only while they satisfy every limb of the QAT definition. Counts are re-tested at each measurement date; a member who drops below £200 or goes inactive stops counting until they qualify again.
3. The Company's records - drawn from the Broker's introducing-broker portal and the program dashboard - are the sole and final determinant of every count, ranking and race. Where the Broker's data and any other figure conflict, the Broker's data governs.
4. A person may be counted for one Partner only. Where two Partners appear to have introduced the same person, the Broker's attribution decides; if unclear, neither counts.

3.Commission (the recurring pay)

1. You earn a revenue share on the net rebate the Broker clears to us on your QATs' trading, at the rate in the tier table below, for as long as each QAT remains active.
2. Commission is only earned once the Broker has confirmed and cleared the underlying rebate to us. Amounts the Broker has not yet paid, or later reverses, are not owed to you.
3. Split tiers, by your live QAT count:

   Your active QATs	Your revenue share
   0 - 99	50%
   100 - 299	55%
   300 - 599	60%
   600 +	65%

4. Commission is illustrative income only. The Company does not guarantee any amount, and your income is £0 if your QATs do not trade.

4.Cash bonuses & prizes

Bonuses begin at 50 QATs. Each is one-time, paid on top of Commission, and is subject to the 30-day hold in clause 5 and the clawback and forfeiture rules in clause 6, 10 and 11.

1. "First to" prizes (Rolex, supercar, Dubai) are won by the first Partner (or first three, for Dubai) to reach and sustain the threshold through a full Qualification Hold Period (clause 5) - not by whoever momentarily touches the number first.
2. Prizes are awarded in kind or, at the Company's sole option, as an equivalent cash value. Prize-related tax, and any tax on Commission or bonuses, is your responsibility.
3. The Company may substitute a prize of equal or greater value, and may cap the total number of any prize awarded across the program.

5.The 30-day Qualification Hold - the anti-gaming rule

1. When your QAT count first reaches a Milestone or Prize threshold, a 30-day Qualification Hold Period starts.
2. If, at any point during those 30 days, your qualifying QAT count falls below the threshold, the hold fails: the clock resets and does not restart until the count is genuinely back at or above the threshold.
3. The bonus is paid, and the prize is awarded, only after the count has been sustained for a complete, unbroken 30 days, and only if it is still at or above the threshold on the payment/award date.
4. For "first to" prizes, the winner is the first Partner to complete a Qualification Hold Period at the threshold. A Partner who spikes to the number and then drops does not win, regardless of who touched it first.
5. This clause exists specifically to defeat deposit-then-withdraw, mass one-day signups, and any burst-and-vanish tactic. The Company may extend a hold where it is investigating suspected abuse (clause 11).

6.Payment, holdback & clawback

1. Commission is calculated monthly in arrears and paid within [30] days of month end, once cleared by the Broker, to the payout details you provide. A minimum payout threshold of £[100] applies; smaller balances roll forward.
2. Holdback reserve. The Company may retain [20]% of each Commission payment for [60] days as a reserve against Clawback Events, releasing the balance once the risk of reversal has passed.
3. Clawback. On any Clawback Event, the Company may deduct the affected amount from current or future payments, or invoice you for it if no future payments are due. Bonuses and prizes tied to members who turn out not to have qualified are repayable.
4. The Company may withhold or suspend any payment, bonus or prize while it investigates a suspected breach of this Agreement (clause 11), without that suspension being a breach by the Company.

7.Appointment & relationship

1. The Company appoints you as a non-exclusive promotional partner for the term, and you accept, on these terms.
2. You are an independent contractor. Nothing here creates employment, agency, partnership or joint venture. You cannot bind the Company, incur liabilities in its name, or hold yourself out as anything more than a partner. You are responsible for your own taxes, costs and any registrations your activity requires.
3. There are a limited number of partner places. The Company may accept or decline any applicant at its discretion.

8.Your obligations

1. Promote the APEX system honestly, lawfully and only through your own genuine audience, using the Partner Link for all referrals.
2. Keep your login, Partner Link and any Company materials secure, and not transfer or sub-licence your partner place without written consent.
3. Give the Company any information it reasonably needs to verify your referrals and comply with the Broker's and regulators' requirements.
4. Not do anything that damages the reputation of the Company, the APEX brand or the Broker.

9.Marketing & compliance rules

1. You must clearly disclose that your content is a paid promotion (e.g. #ad) in line with advertising rules in every market you post to.
2. You must not promise or imply guaranteed profits, income, or "get-rich" outcomes; must not present the system's results as typical or assured; and must include a clear risk warning that trading can lose money.
3. You must not fabricate results, screenshots or testimonials, or misstate how the system, the Broker or this program work.
4. You must not target minors, vulnerable people, or audiences in any jurisdiction the Company or Broker tells you is off-limits, and must comply with all applicable financial-promotion and consumer-protection law.
5. The Company may require you to use approved wording and risk warnings, and may require you to take down or correct any material within [24] hours of notice.
6. You must not offer your audience any cash-back, rebate, guaranteed return, or other inducement to sign up or deposit, except an incentive the Company has approved in writing.

10.Prohibited conduct & anti-fraud

Any of the following is a material breach. It voids the affected numbers and can trigger forfeiture, clawback, termination and legal recovery under clause 11. A fuller list is in Schedule 1.

1. Self-dealing. Referring yourself or any Connected Person; funding, or arranging the funding of, a Referred Member's account; or opening accounts you control.
2. Fake volume. Creating, buying or using fake, bot, synthetic or stolen-identity accounts; or generating artificial deposits or trading to inflate counts or rebate.
3. Wash / churn gaming. Coordinating deposit-then-withdraw, minimum-hold-then-exit, or any burst-and-vanish pattern designed to clear a Milestone, hold or prize.
4. Attribution fraud. Cookie stuffing, forced re-clicks, brand bidding, spam, or claiming members introduced by others.
5. Collusion. Operating more than one partner place; acting in concert with another Partner or member to inflate figures; or trading QATs between codes.
6. Misrepresentation. Breaching the marketing rules in clause 9, or any conduct that exposes the Company to regulatory action.

11.Audit rights & consequences

1. Audit & determination. The Company may audit your referrals and activity at any time, request evidence, and rely on Broker data, IP/device/payment-source matching and its own systems. The Company's reasonable determination of whether abuse has occurred is final.
2. Suspension. On reasonable suspicion of a breach, the Company may suspend your account, freeze pending payments, and pause any hold or prize while it investigates.
3. Consequences of breach. Where the Company determines a breach has occurred, it may, in any combination and at its discretion:
   1. disregard the affected QATs and recalculate your counts, bonuses and prizes;
   2. forfeit all unpaid Commission, unvested bonuses and any prize not yet awarded;
   3. claw back Commission, bonuses and the value of prizes already provided;
   4. terminate this Agreement immediately for cause; and
   5. recover its losses and pursue any other legal remedy.
4. These rights are in addition to, not instead of, the clawback and holdback rights in clause 6.

12.Term & termination

1. This Agreement runs from the effective date until ended under this clause. Either party may end it on [30] days' written notice.
2. The Company may terminate immediately for cause on any material breach (including clauses 9 and 10), on fraud, or if the Broker withdraws or changes its referral program such that the arrangement is no longer viable.
3. On termination for cause, all unpaid Commission, unvested bonuses and unawarded prizes are forfeited, and clause 11 clawbacks apply.
4. On termination without cause, Commission properly earned and cleared up to the termination date remains payable, subject to clawback; ongoing Commission on existing QATs ceases unless the Company agrees otherwise in writing.
5. The Company may modify, pause or discontinue the program, the bonuses or the prizes on reasonable notice; accrued, properly-earned entitlements up to the change are honoured.

13.Indemnity, liability & IP

1. Indemnity. You will indemnify and hold the Company harmless against all claims, losses, fines and costs arising from your marketing, your breach of this Agreement, your breach of any law or regulation, or your tax affairs.
2. Limitation. To the maximum extent permitted by law, the Company is not liable for indirect or consequential loss, or for lost profits or expected earnings, and its total liability to you is capped at the total Commission paid to you in the [3] months before the claim. Nothing limits liability that cannot lawfully be limited.
3. No guarantee. The Company gives no guarantee of earnings, of member numbers, or that any member will trade or remain active.
4. Brand & IP. You get a limited, revocable, non-transferable licence to use approved APEX names and materials solely to promote the program. You must not modify the marks, register anything similar, impersonate the Company, or imply you are the Company. All goodwill belongs to the Company.
5. Confidentiality & data. You will keep Company commercial information confidential, and will handle any personal data of members lawfully and only as permitted; you must not misuse, sell or retain member data.

14.General

1. Entire agreement. This document (with its Schedule) is the whole agreement between us on this subject and replaces earlier discussions.
2. Variation. The Company may update these terms on reasonable notice; continuing in the program after notice is acceptance. Material changes to your economic terms will be notified to you directly.
3. Assignment. You may not assign this Agreement. The Company may assign it to a successor of its business.
4. Severance & waiver. If a clause is unenforceable the rest stands. A delay in enforcing a right is not a waiver of it.
5. Governing law. This Agreement is governed by the law of [ENGLAND & WALES], and the courts of [ENGLAND & WALES] have exclusive jurisdiction.

S1.Schedule 1 - Prohibited gaming, in plain terms

This schedule spells out specific schemes so there is no argument later about whether they were "allowed". Doing any of them is a material breach under clause 10 and triggers clause 11.