Investment Agreement

1. Introduction

This Investment Agreement (hereinafter referred to as the "Agreement") is made and entered into as of the Effective Date (as defined herein), by and between the following parties:

• NOVA CAPITAL TREASURY LTD, a company duly incorporated and existing under the laws of the United Kingdom, with its registered office located in London, hereinafter referred to as "NOVA LTD"; and/or
• NOVA CAPITAL TREASURY SARL, a company duly incorporated and existing under the laws of SARL law, hereinafter referred to as "NOVA SARL"; and/or
• NOVA CAPITAL TREASURY B.V.I, a company duly incorporated and existing under the laws of the British Virgin Islands, hereinafter referred to as "NOVA BVI";

(Each of the above entities may be referred to individually as a "Company Entity" and collectively as the "Company").

AND

An individual or entity intending to invest funds through the Company’s investment services platform, hereinafter referred to as the "Investor".

1.1 Parties Involved

The Company: NOVA CAPITAL TREASURY LTD, NOVA CAPITAL TREASURY SARL, and NOVA CAPITAL TREASURY B.V.I are financial services providers specializing in diversified investment management, treasury services, and financial advisory solutions. The Company operates under applicable financial regulations and holds all necessary licenses and authorizations to offer investment services in its respective jurisdictions.

The Investor: The Investor represents and warrants that they are of legal age, possess the legal capacity to enter into this Agreement, and are acting on their own behalf or as an authorized representative of an entity. The Investor seeks to engage the Company’s services to manage and invest funds on their behalf in accordance with the terms and conditions set forth herein.

1.2 Purpose of the Agreement

The purpose of this Agreement is to establish a formal relationship between the Company and the Investor, wherein the Company agrees to provide investment management services to the Investor, and the Investor agrees to invest funds with the Company under the following key terms:

• Fund Protection: All funds invested by the Investor are to be held and protected through escrow arrangements. The principal amount invested is safeguarded, ensuring that only the interest or returns generated on a monthly basis are subject to market risks.
• Interest Risk Limitation: The Investor acknowledges that while the principal amount is secured, the monthly interest earned may fluctuate based on market conditions. In the unlikely event of a negative return in any given month, the Company commits to making the Investor whole for the lost interest, ensuring that the Investor’s principal investment remains unaffected.
• Fund Lock-In Period: Once the monthly statement is issued, the invested funds are considered locked in for that period. The Investor agrees that withdrawals or redemptions of the principal amount will be subject to the terms outlined in this Agreement, particularly those concerning notice periods and potential penalties.
• Historical Performance: The Company has a proven track record of consistent positive returns, with no negative monthly performance over the past eight years. This historical performance, while not a guarantee of future results, demonstrates the Company’s commitment to prudent investment strategies and risk management.

1.3 Background

The Company operates a robust investment platform that caters to a diverse clientele, offering access to various financial instruments and markets. Leveraging expert knowledge and strategic asset allocation, the Company aims to achieve optimal returns for its investors while minimizing risks.

The Investor, seeking to capitalize on the Company’s expertise, desires to invest funds with the assurance that their principal is protected, and that any potential risks are limited to the interest or returns generated on their investment.

1.4 Mutual Intent

Both parties enter into this Agreement with the mutual intent of establishing a transparent and mutually beneficial relationship. The Company commits to managing the Investor’s funds with the highest standards of fiduciary duty, professionalism, and compliance with all applicable laws and regulations. The Investor commits to providing accurate information and complying with the terms and conditions set forth in this Agreement.

1.5 Effective Date and Term

This Agreement shall become effective on the date the Investor accepts these terms by signing this Agreement or by electronically acknowledging acceptance through the Company’s online platform (the "Effective Date"). The Agreement shall remain in effect until terminated in accordance with the provisions contained herein.

1.6 Regulatory Compliance

The Company operates in strict compliance with financial regulations in its respective jurisdictions, including but not limited to anti-money laundering (AML) laws, know-your-customer (KYC) requirements, and financial conduct standards. The Investor agrees to provide all necessary documentation and information required for the Company to fulfill its regulatory obligations.

1.7 No Investment Advice

The Investor acknowledges that the Company provides investment management services on a discretionary basis and does not offer personalized investment advice or recommendations tailored to the individual circumstances of the Investor unless explicitly agreed upon in writing. The Investor is encouraged to seek independent financial advice before entering into this Agreement.

1.8 Language and Interpretation

This Agreement is written in the English language, which shall be the governing language for all purposes. Any translation of this Agreement is provided for convenience only, and in the event of any conflict or inconsistency between the English version and a translated version, the English version shall prevail.

1.9 Entire Agreement

This Introduction forms an integral part of the Agreement and sets the foundational understanding between the Company and the Investor. This Agreement, including all appendices, schedules, and annexes, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

1.10 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable under any applicable law, such provision shall, to the extent required, be deemed not to form part of this Agreement, but the validity, legality, and enforceability of the other provisions of this Agreement shall not be affected or impaired in any way.

1.11 Amendments and Modifications

No amendment or modification of this Agreement shall be valid unless made in writing and signed by both parties. The Company reserves the right to update the terms of this Agreement upon providing prior written notice to the Investor, subject to the Investor's right to terminate the Agreement as provided herein.

1.12 Notices

All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand, sent by registered mail or courier with proof of delivery, or sent by electronic mail with confirmation of transmission to the respective addresses or email addresses provided by the parties.

1.13 Execution and Acceptance

By proceeding with the investment process, the Investor confirms that they have read, understood, and agreed to the terms and conditions of this Agreement. The Investor acknowledges that this Agreement constitutes a legally binding contract enforceable in accordance with its terms.

This Introduction sets the stage for a detailed exploration of the terms and conditions governing the investment relationship between the Company and the Investor. Both parties are advised to carefully review all sections of this Agreement to ensure a clear understanding of their rights and obligations.

2. Definitions

In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set forth below. These definitions are integral to the understanding of the rights and obligations of the parties involved and shall apply throughout this Agreement:

2.1 "Agreement"

"Agreement" refers to this Investment Agreement, including all appendices, schedules, exhibits, and any amendments or modifications thereto agreed upon in writing by the parties.

2.2 "Annual Income"

"Annual Income" means the total gross income earned by the Investor over a twelve (12) month period, before taxes and other deductions, from all sources including but not limited to employment, business activities, investments, and any other income-generating activities.

2.3 "Applicable Law"

"Applicable Law" refers to any and all laws, statutes, regulations, ordinances, rules, directives, judgments, decrees, orders, permits, licenses, and approvals of any governmental or regulatory authority that are applicable to the parties, the Agreement, and the transactions contemplated herein.

2.4 "Business Day"

"Business Day" means any day other than a Saturday, Sunday, or official public holiday in the jurisdiction where the Company Entity involved is incorporated and conducts its primary business operations.

2.5 "Client" or "Investor"

"Client" or "Investor" refers to the individual or entity entering into this Agreement with the Company for the purpose of investing funds and receiving investment management services as outlined herein.

2.6 "Company"

"Company" collectively refers to NOVA CAPITAL TREASURY LTD, NOVA CAPITAL TREASURY SARL, and NOVA CAPITAL TREASURY B.V.I, including any of their subsidiaries, affiliates, successors, and assigns that are party to this Agreement.

2.7 "Company Entity"

"Company Entity" means any one of NOVA CAPITAL TREASURY LTD, NOVA CAPITAL TREASURY SARL, or NOVA CAPITAL TREASURY B.V.I, individually considered.

2.8 "Confidential Information"

"Confidential Information" means any and all information, whether oral, written, electronic, or other form, that is disclosed by one party to the other and is designated as confidential or which should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes but is not limited to trade secrets, business plans, financial data, customer information, and proprietary technology.

2.9 "Escrow"

"Escrow" refers to a financial arrangement whereby a third party (the "Escrow Agent") holds and regulates the payment of funds required for the parties involved in a given transaction, ensuring security and compliance with the terms agreed upon. In this Agreement, funds deposited by the Investor are held in escrow to protect the principal investment.

2.10 "Effective Date"

"Effective Date" means the date on which this Agreement is executed by the parties, either through physical signature or electronic acceptance, and becomes legally binding.

2.11 "Financial Instruments"

"Financial Instruments" include but are not limited to stocks, bonds, options, futures, currencies, commodities, mutual funds, exchange-traded funds (ETFs), and any other assets or securities in which the Company may invest on behalf of the Investor.

2.12 "Funds"

"Funds" means the monetary amounts, denominated in lawful currency, that the Investor deposits with the Company for the purpose of investment under the terms of this Agreement, including any additional deposits or reinvestments made during the term of the Agreement.

2.13 "Interest"

"Interest" refers to the monetary return or earnings generated on the Investor’s principal Funds as a result of the investment activities conducted by the Company on behalf of the Investor, calculated on a monthly basis unless otherwise specified.

2.14 "Investment Services"

"Investment Services" refers to the services provided by the Company to the Investor under this Agreement, including but not limited to investment management, portfolio allocation, execution of trades, and other related financial services.

2.15 "Investment Strategy"

"Investment Strategy" means the plan of action designed by the Company to achieve specific investment objectives for the Investor, based on factors such as risk tolerance, investment horizon, and financial goals.

2.16 "KYC" (Know Your Customer)

"KYC" refers to the process by which the Company verifies the identity, suitability, and risks involved with maintaining a business relationship with the Investor, in compliance with anti-money laundering (AML) regulations and other Applicable Laws.

2.17 "Lock-In Period"

"Lock-In Period" means the duration during which the Investor's Funds are restricted from being withdrawn, as specified in this Agreement, particularly after the issuance of the monthly Statement.

2.18 "Losses"

"Losses" means any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, incurred by a party as a result of any breach of this Agreement or any negligent or wrongful act or omission of the other party.

2.19 "Monthly Statement" or "Statement Period"

"Monthly Statement" or "Statement Period" refers to the regular report provided by the Company to the Investor, detailing the performance of the invested Funds, including earnings, losses, fees, and other relevant account activities during the specified period, typically on a monthly basis.

2.20 "Net Worth"

"Net Worth" means the total assets owned by the Investor minus the total liabilities owed, representing the Investor's financial standing at a given point in time.

2.21 "Parties"

"Parties" collectively refers to the Company and the Investor who are bound by the terms of this Agreement; each may be referred to individually as a "Party".

2.22 "Principal"

"Principal" means the original sum of money invested by the Investor, exclusive of any Interest or earnings accrued thereon.

2.23 "Privacy Policy"

"Privacy Policy" refers to the Company's policy outlining how it collects, uses, discloses, and manages the Investor's personal information, in compliance with Applicable Laws and regulations concerning data protection and privacy.

2.24 "Regulatory Authority"

"Regulatory Authority" means any governmental or statutory body, agency, or institution that has jurisdiction over the activities described in this Agreement, including but not limited to financial regulatory agencies in the jurisdictions where the Company operates.

2.25 "Risk Profile"

"Risk Profile" refers to the assessment of the Investor's willingness and ability to take risks, based on factors such as investment objectives, time horizon, financial situation, and experience with financial markets.

2.26 "Services"

"Services" refers to all activities, duties, and obligations undertaken by the Company under this Agreement, including but not limited to Investment Services and any ancillary services agreed upon by the Parties.

2.27 "Source of Funds"

"Source of Funds" means the origin of the Funds invested by the Investor, including but not limited to income from employment, business activities, investments, inheritance, or any other lawful means, as declared by the Investor and verified through the KYC process.

2.28 "Tax"

"Tax" or "Taxes" refers to all forms of taxation, duties, levies, imposts, charges, and withholdings imposed by any governmental or Regulatory Authority, including any interest, penalties, or additions attributable thereto.

2.29 "Termination Date"

"Termination Date" means the date on which this Agreement is terminated in accordance with the provisions set forth herein.

2.30 "Transaction"

"Transaction" refers to any investment activity undertaken by the Company on behalf of the Investor, including but not limited to the purchase, sale, or exchange of Financial Instruments.

2.31 "Withdrawal"

"Withdrawal" means the act of the Investor requesting and receiving the return of all or a portion of the invested Funds or Interest, subject to the terms and conditions outlined in this Agreement.

2.32 "AML" (Anti-Money Laundering)

"AML" refers to laws, regulations, and procedures intended to prevent criminals from disguising illegally obtained funds as legitimate income. The Company is obligated to comply with AML regulations to prevent, detect, and report money laundering activities.

2.33 "Force Majeure Event"

"Force Majeure Event" means any event beyond the reasonable control of a Party, including but not limited to natural disasters, acts of God, war, terrorism, civil unrest, labor disputes, cyber-attacks, or any other events that render performance under this Agreement impossible or impracticable.

2.34 "Compliance Obligations"

"Compliance Obligations" means the requirements imposed on the Company and the Investor under Applicable Law, including but not limited to regulations related to financial services, AML, KYC, data protection, and tax reporting.

2.35 "Investment Preferences"

"Investment Preferences" refers to the Investor's specified choices or inclinations regarding investment types, sectors, risk levels, or strategies, as communicated to the Company and considered in the development of the Investment Strategy.

2.36 "Electronic Communication"

"Electronic Communication" means any form of communication made or received through electronic means, including but not limited to email, instant messaging, or communication via the Company's online platform.

2.37 "Conflicts of Interest"

"Conflicts of Interest" refers to any situation in which the Company or its employees have personal interests that could improperly influence, or appear to influence, the performance of their duties and responsibilities under this Agreement.

2.38 "Fees and Charges"

"Fees and Charges" means any amounts payable by the Investor to the Company for the provision of Services, including but not limited to management fees, performance fees, transaction fees, and any other applicable costs as outlined in this Agreement or the Fee Schedule.

2.39 "Fee Schedule"

"Fee Schedule" refers to the document detailing the Fees and Charges associated with the Services provided under this Agreement, which may be updated from time to time upon notice to the Investor.

2.40 "Custodian"

"Custodian" means any third-party financial institution appointed by the Company to hold and safeguard the Investor's Financial Instruments and Funds.

2.41 "Performance Metrics"

"Performance Metrics" refers to the standards and benchmarks used to evaluate the performance of the investment portfolio managed by the Company on behalf of the Investor.

2.42 "Confidentiality Obligations"

"Confidentiality Obligations" refers to the duties imposed on the Parties to maintain the confidentiality of Confidential Information as stipulated in this Agreement.

2.43 "Intellectual Property Rights"

"Intellectual Property Rights" means all present and future rights conferred by law in or in relation to any copyrights, trademarks, patents, trade secrets, designs, and other intellectual property, including all rights to apply for registration thereof.

2.44 "Governing Law"

"Governing Law" means the laws of the jurisdiction specified in this Agreement that govern the interpretation, construction, and enforcement of this Agreement.

2.45 "Dispute Resolution Mechanism"

"Dispute Resolution Mechanism" refers to the process and procedures outlined in this Agreement for resolving any disputes, controversies, or claims arising out of or relating to this Agreement, including but not limited to negotiation, mediation, arbitration, or litigation.

2.46 "Material Adverse Effect"

"Material Adverse Effect" means any event, change, or circumstance that has a material adverse effect on the ability of a Party to perform its obligations under this Agreement.

2.47 "Representations and Warranties"

"Representations and Warranties" refers to the statements made by each Party regarding its authority, capacity, and other relevant matters, upon which the other Party relies in entering into this Agreement.

2.48 "Third Party"

"Third Party" means any individual or entity that is not a Party to this Agreement.

2.49 "Termination Event"

"Termination Event" means any occurrence specified in this Agreement that gives a Party the right to terminate the Agreement, including but not limited to breach of terms, insolvency, or change in law.

2.50 "Waiver"

"Waiver" means the intentional relinquishment of a known right, claim, or privilege; any such waiver must be in writing and signed by the Party waiving the right.

2.51 "Notice"

"Notice" refers to any formal communication required or permitted under this Agreement, which must be delivered in accordance with the procedures set forth herein.

2.52 "Consent"

"Consent" means the voluntary agreement or permission by a Party to a proposal or action of the other Party, where such agreement is required under the terms of this Agreement.

2.53 "Assignment"

"Assignment" refers to the transfer of rights or obligations under this Agreement from one Party to another Party or Third Party, subject to the conditions specified herein.

2.54 "Affiliate"

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where "control" means ownership of more than 50% of the voting securities or other ownership interest.

2.55 "Cybersecurity Event"

"Cybersecurity Event" means any unauthorized access, use, disclosure, disruption, modification, or destruction of information systems or data, which may impact the Services or Confidential Information.

2.56 "Data Protection Laws"

"Data Protection Laws" refers to all Applicable Laws relating to the processing, privacy, and use of personal data, including but not limited to the General Data Protection Regulation (GDPR) and any national implementing legislation.

2.57 "Force Majeure Notice"

"Force Majeure Notice" means the written notification provided by a Party to the other Party as soon as reasonably practicable upon the occurrence of a Force Majeure Event, detailing the nature of the event, its expected duration, and the impact on the Party's ability to perform its obligations.

2.58 "Indemnified Party"

"Indemnified Party" refers to the Party entitled to indemnification under this Agreement.

2.59 "Indemnifying Party"

"Indemnifying Party" refers to the Party obligated to provide indemnification under this Agreement.

2.60 "Non-Public Information"

"Non-Public Information" means any Confidential Information that is not generally available to the public and is protected under Applicable Law or contractual agreement.

2.61 "Reasonable Efforts"

"Reasonable Efforts" means the efforts that a prudent and diligent person would use in similar circumstances to achieve a desired result, taking into account the interests of the Parties, the requirements of this Agreement, and Applicable Law.

2.62 "Tax Residency"

"Tax Residency" means the country or jurisdiction in which the Investor is considered a resident for tax purposes, affecting the taxation of income and reporting obligations.

2.63 "Unauthorized Transaction"

"Unauthorized Transaction" refers to any Transaction executed without the requisite authority or consent of the Investor or in violation of the terms of this Agreement.

2.64 "Variation"

"Variation" means any amendment, modification, or change to the terms of this Agreement, which must be made in writing and signed by both Parties to be effective.

2.65 "Interpretation"

In this Agreement, unless the context requires otherwise:

• Words importing the singular include the plural and vice versa.
• Headings are for convenience only and do not affect interpretation.
• References to "including" or "includes" mean "including without limitation" or "includes without limitation."
• References to any statute or statutory provision include a reference to that statute or statutory provision as amended, extended, re-enacted, or consolidated from time to time.

The above definitions are provided to ensure clarity and mutual understanding between the Parties regarding the terms used in this Agreement. The Parties acknowledge that they have read and understood these definitions and agree that they shall apply throughout this Agreement.

3. Investment Services

This section outlines the investment services provided by the Company to the Investor under this Agreement, detailing the scope, methodologies, and operational procedures. It also delineates the obligations and responsibilities of the Investor to facilitate the effective delivery of these services.

3.1 Scope of Services

The Company offers a comprehensive suite of investment services centered around quantitative trading strategies across diverse financial markets. These services are designed to optimize returns while managing risk through advanced algorithmic and statistical models. The key components of the investment services include:

3.1.1 Quantitative Trading Strategies

3.1.1.1 Overview

The Company employs sophisticated quantitative trading strategies that leverage mathematical models, statistical analyses, and algorithmic execution to identify and capitalize on market inefficiencies. These strategies are applied across various asset classes, including equities, fixed income, commodities, currencies, and derivatives.

3.1.1.2 Algorithm Development

The Company's team of quantitative analysts and data scientists develop proprietary algorithms that analyze large datasets to identify trading opportunities. These algorithms are continually refined and optimized based on back-testing results, real-time performance, and changing market conditions.

3.1.1.3 Diversification Across Markets

To mitigate risk and enhance portfolio resilience, the Company diversifies investments across multiple markets and geographies. This includes trading in established markets as well as emerging markets, subject to regulatory compliance and market accessibility.

3.1.2 Risk Management

3.1.2.1 Risk Assessment and Monitoring

The Company implements rigorous risk management protocols to monitor and control exposure. This involves setting predefined risk thresholds, employing stress testing, and utilizing real-time risk analytics to adjust positions as necessary.

3.1.2.2 Portfolio Hedging

Hedging strategies are employed to protect the portfolio against adverse market movements. This may include the use of derivatives such as options and futures to offset potential losses in other positions.

3.1.2.3 Compliance with Regulatory Standards

The Company adheres to all applicable regulatory requirements concerning risk management, including capital adequacy standards and reporting obligations.

3.1.3 Execution and Trade Management

3.1.3.1 Trade Execution

Trades are executed through reputable brokerage firms and trading platforms that offer high-speed connectivity and reliability. The Company ensures best execution practices by seeking optimal pricing and minimizing transaction costs.

3.1.3.2 Order Types and Execution Algorithms

Advanced order types and execution algorithms are utilized to enhance trade efficiency. This includes limit orders, market orders, stop-loss orders, and algorithmic execution strategies such as VWAP (Volume Weighted Average Price) and TWAP (Time Weighted Average Price).

3.1.3.3 Trade Settlement and Clearing

The Company ensures that all trades are settled promptly and accurately through established clearinghouses and custodial arrangements, reducing counterparty risk and ensuring the integrity of transactions.

3.1.4 Portfolio Management

3.1.4.1 Asset Allocation

The Company employs strategic asset allocation methodologies to distribute investments across various asset classes based on the Investor's risk tolerance, investment objectives, and market outlook.

3.1.4.2 Performance Monitoring

Portfolio performance is monitored continuously, with adjustments made as necessary to respond to market changes, rebalance asset allocations, and capitalize on new opportunities.

3.1.4.3 Reporting and Transparency

The Company provides the Investor with regular reports detailing portfolio holdings, performance metrics, transaction history, and other relevant information to ensure transparency and informed decision-making.

3.1.5 Research and Analytics

3.1.5.1 Market Research

The Company conducts extensive market research, utilizing both quantitative and qualitative analysis, to inform trading strategies and investment decisions. This includes macroeconomic analysis, sector-specific research, and technical analysis of market trends.

3.1.5.2 Data Management

Large datasets are managed and analyzed using advanced data processing techniques. The Company ensures data integrity, security, and compliance with data protection regulations.

3.1.5.3 Artificial Intelligence and Machine Learning

Artificial intelligence (AI) and machine learning (ML) technologies are integrated into the Company's analytical framework to enhance predictive capabilities and adapt to evolving market conditions.

3.1.6 Customized Investment Solutions

3.1.6.1 Tailored Strategies

Upon request, the Company may develop customized investment strategies tailored to the Investor's specific preferences, objectives, and constraints, subject to feasibility and resource availability.

3.1.6.2 Advisory Services

The Company may provide investment advisory services, offering insights and recommendations based on the Investor's unique financial situation and goals. This service is subject to separate agreement and may involve additional fees.

3.1.7 Compliance and Regulatory Reporting

3.1.7.1 Regulatory Compliance

The Company ensures compliance with all applicable laws, regulations, and industry standards, including anti-money laundering (AML) and know-your-customer (KYC) requirements.

3.1.7.2 Reporting Obligations

The Company fulfills all necessary reporting obligations to regulatory authorities, exchanges, and other relevant bodies, ensuring transparency and adherence to legal requirements.

3.1.8 Fund Protection and Escrow Arrangements

3.1.8.1 Escrow Services

The Investor's principal funds are held in escrow accounts with reputable financial institutions to safeguard the capital. These arrangements ensure that the principal is protected and only the interest or returns generated are subject to market risk.

3.1.8.2 Insurance Coverage

Where applicable, the Company may obtain insurance coverage to further protect the Investor's assets against unforeseen events, subject to policy terms and conditions.

3.1.9 Technology Infrastructure

3.1.9.1 Trading Platforms

The Company utilizes advanced trading platforms that offer high-speed execution, real-time data feeds, and robust security features.

3.1.9.2 Cybersecurity Measures

Comprehensive cybersecurity protocols are in place to protect sensitive information and prevent unauthorized access, including encryption, firewalls, and intrusion detection systems.

3.1.9.3 Business Continuity Planning

The Company has established business continuity and disaster recovery plans to ensure the uninterrupted provision of services in the event of system failures or external disruptions.

3.1.10 Client Support and Communication

3.1.10.1 Account Management

Dedicated account managers are assigned to the Investor to provide personalized support, address inquiries, and facilitate communication.

3.1.10.2 Regular Updates

The Company commits to providing timely updates regarding market developments, portfolio performance, and any significant changes to investment strategies.

3.1.10.3 Accessibility

The Investor can access account information, statements, and reports through secure online portals or upon request via electronic communication.

3.2 Client Obligations

To enable the Company to provide the aforementioned services effectively, the Investor agrees to fulfill the following obligations:

3.2.1 Provision of Accurate Information

3.2.1.1 Personal and Financial Information

The Investor shall provide complete, accurate, and up-to-date personal and financial information as required by the Company for account setup, regulatory compliance, and ongoing service provision.

3.2.1.2 Disclosure of Material Changes

The Investor agrees to promptly notify the Company of any material changes to their personal circumstances, financial situation, risk tolerance, or investment objectives that may affect the management of their portfolio.

3.2.2 Compliance with KYC and AML Requirements

3.2.2.1 Documentation Submission

The Investor shall furnish all necessary documentation required for identity verification, including but not limited to government-issued identification, proof of address, and source of funds declarations.

3.2.2.2 Cooperation with Verification Processes

The Investor agrees to cooperate fully with any verification or due diligence processes conducted by the Company or its agents to comply with KYC and AML regulations.

3.2.3 Investment Acknowledgments

3.2.3.1 Understanding of Risks

The Investor acknowledges that all investments involve a degree of risk and that past performance is not indicative of future results. The Investor confirms that they have read and understood the risk disclosures provided by the Company.

3.2.3.2 Acceptance of Investment Strategy

The Investor agrees to the implementation of the investment strategies as described in this Agreement and understands that the Company exercises discretion in executing trades and managing the portfolio.

3.2.4 Compliance with Applicable Laws

3.2.4.1 Legal Capacity

The Investor represents that they have the legal capacity and authority to enter into this Agreement and to perform their obligations hereunder.

3.2.4.2 Tax Obligations

The Investor is responsible for fulfilling all tax obligations related to the investment activities conducted under this Agreement, including reporting income and paying taxes as required by the laws of their tax residency.

3.2.5 Funding Obligations

3.2.5.1 Initial Deposit

The Investor shall deposit the agreed-upon principal amount into the designated escrow account to commence investment activities.

3.2.5.2 Additional Contributions

Any additional funds the Investor wishes to invest shall be deposited in accordance with the procedures established by the Company, subject to acceptance and confirmation by the Company.

3.2.5.3 Source of Funds

The Investor confirms that all funds provided are derived from legitimate sources and are not connected to any illegal activities, including money laundering or terrorist financing.

3.2.6 Confidentiality and Non-Disclosure

3.2.6.1 Protection of Confidential Information

The Investor agrees to maintain the confidentiality of any proprietary information, trade secrets, or other confidential information received from the Company.

3.2.6.2 Restrictions on Disclosure

The Investor shall not disclose any confidential information to third parties without the prior written consent of the Company, except as required by law.

3.2.7 Adherence to Communication Protocols

3.2.7.1 Authorized Communications

The Investor shall communicate with the Company through authorized channels and representatives as designated by the Company.

3.2.7.2 Timely Responses

The Investor agrees to respond promptly to requests for information, confirmations, or approvals necessary for the Company to perform its obligations under this Agreement.

3.2.8 Restrictions on Unauthorized Activities

3.2.8.1 No Interference

The Investor shall not interfere with the Company's management of the portfolio, including attempting to direct trading activities or accessing trading systems without authorization.

3.2.8.2 Prohibition of Fraudulent Actions

The Investor shall not engage in any fraudulent or manipulative activities in connection with the services provided under this Agreement.

3.2.9 Indemnification

3.2.9.1 Indemnity for Breach

The Investor agrees to indemnify and hold harmless the Company, its affiliates, officers, directors, employees, and agents from any claims, losses, liabilities, or expenses arising from the Investor's breach of this Agreement or violation of applicable laws.

3.2.10 Acknowledgment of Fees and Charges

3.2.10.1 Acceptance of Fee Schedule

The Investor acknowledges and agrees to the fees and charges associated with the services provided, as detailed in the Fee Schedule attached to this Agreement or as otherwise communicated in writing.

3.2.10.2 Payment of Fees

The Investor authorizes the Company to deduct applicable fees and charges from the account holding the Investor's funds or to invoice the Investor for payment as agreed.

3.2.11 Compliance with Withdrawal and Lock-In Terms

3.2.11.1 Withdrawal Requests

The Investor shall submit withdrawal requests in accordance with the procedures and notice periods specified by the Company. The Investor acknowledges that withdrawals are subject to the lock-in terms and may incur fees or penalties if made outside the agreed-upon conditions.

3.2.11.2 Reinvestment of Interest

If the Investor elects to reinvest interest earnings, they shall provide instructions to the Company as per the established procedures. Absent such instructions, interest may be handled in accordance with the default provisions of this Agreement.

3.2.12 Cooperation with Audits and Compliance Checks

3.2.12.1 Participation in Audits

The Investor agrees to cooperate with any audits or compliance checks conducted by the Company or regulatory authorities concerning the services provided under this Agreement.

3.2.12.2 Provision of Additional Information

Upon request, the Investor shall provide additional information or documentation necessary for the Company to meet its regulatory obligations or to verify compliance with the terms of this Agreement.

3.2.13 Technology Use and Security

3.2.13.1 Secure Access

The Investor shall use secure methods to access any online portals or platforms provided by the Company and shall safeguard login credentials against unauthorized use.

3.2.13.2 Notification of Security Breaches

The Investor agrees to notify the Company immediately if they become aware of any security breaches or unauthorized access related to their account.

3.2.14 Representation and Warranties

3.2.14.1 Accuracy of Information

The Investor represents and warrants that all information provided to the Company is true, accurate, and complete, and acknowledges that the Company relies on this information in providing services.

3.2.14.2 Authority and Capacity

If the Investor is an entity, they represent that they are duly organized and validly existing under the laws of their jurisdiction, and that the person executing this Agreement on their behalf is authorized to do so.

3.2.15 No Assignment

The Investor shall not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company.

3.2.16 Acceptance of Amendments

The Investor agrees that the Company may amend the terms of this Agreement upon providing notice, and that continued use of the services constitutes acceptance of such amendments. The Investor may terminate the Agreement if they do not agree to the amended terms.

3.2.17 Compliance with Intellectual Property Rights

The Investor acknowledges that all intellectual property rights in the services, platforms, algorithms, and materials provided by the Company remain the property of the Company, and the Investor shall not infringe upon these rights.

3.2.18 Adherence to Ethical Standards

The Investor agrees to conduct themselves ethically and professionally in all interactions with the Company, refraining from any conduct that could harm the Company's reputation or operations.

3.2.19 Acknowledgment of Limitation of Liability

The Investor acknowledges and accepts the limitations of liability as outlined in this Agreement, understanding that the Company is not liable for certain losses or damages as specified.

3.2.20 Communication of Complaints and Disputes

The Investor agrees to communicate any complaints or disputes to the Company promptly and to engage in good faith efforts to resolve such matters in accordance with the dispute resolution procedures outlined in this Agreement.

3.3 Mutual Cooperation

Both the Company and the Investor agree to cooperate fully with each other to fulfill the purposes of this Agreement. This includes open communication, timely fulfillment of obligations, and mutual respect for each other's roles and responsibilities.

The detailed descriptions provided in this Investment Services section are intended to establish clear expectations and guidelines for the relationship between the Company and the Investor. Both parties are encouraged to review this section carefully and consult legal counsel if necessary to ensure a full understanding of the terms and conditions.

4. Fund Protection and Escrow

The security and protection of Investor funds are of paramount importance to NOVA CAPITAL TREASURY ("Company"). The following section describes in exhaustive detail the measures undertaken by the Company to safeguard client deposits, ensure transparency, and mitigate risks through the use of escrow arrangements and a commitment to covering any negative downturns. The Company seeks to provide Investors with the peace of mind that their principal investments are shielded from undue risk, with a clear understanding of how interest earnings are managed and protected.

4.1 Escrow Arrangements

The Company employs a robust system of escrow arrangements to ensure that Investor funds are held securely and are protected from risks associated with market volatility, insolvency, or any operational disruptions. The escrow system is an integral part of the Company’s commitment to transparency and the security of Investor assets. Below is a comprehensive explanation of the escrow arrangements in place:

4.1.1 Definition and Purpose of Escrow

Escrow is a financial mechanism where funds are held by a neutral third-party—known as the Escrow Agent—until certain predefined conditions are met. The purpose of an escrow arrangement in the context of investment services is to ensure that funds are kept secure until they are required for trading or until the conditions of release are satisfied, such as meeting performance benchmarks, concluding specific trading strategies, or honoring withdrawal requests.

For the Company, escrow provides a protective layer for Investors' deposits, ensuring that the funds are not at risk of misappropriation, unauthorized use, or operational failures. The escrow service acts as a safeguard that holds Investor deposits separate from the Company’s operating capital, thereby offering a higher level of security and minimizing counterparty risk.

4.1.2 Structure of Escrow Accounts

Investor funds are deposited into segregated escrow accounts managed by a licensed and regulated financial institution (the "Escrow Bank"). These accounts are set up in such a way that each Investor has a distinct sub-account, which is identifiable and separate from those of other Investors. This segregation ensures that in the event of unforeseen circumstances—such as insolvency—an individual Investor’s assets are clearly identifiable and protected, rather than being pooled with the assets of other Investors or with those of the Company.

The escrow accounts used by the Company are also structured to ensure compliance with the regulations of the jurisdictions in which the Company Entities are incorporated, including the United Kingdom (for NOVA LTD), British Virgin Islands (for NOVA BVI), and applicable jurisdictions for NOVA SARL. By adhering to jurisdiction-specific rules, the Company further ensures that Investors' funds remain safeguarded according to the most stringent financial safety standards.

4.1.3 Role of the Escrow Agent

The Escrow Agent is an independent third party appointed by the Company to manage and administer the escrow accounts. The role of the Escrow Agent is critical in maintaining the integrity and transparency of the fund protection mechanism. Specifically, the responsibilities of the Escrow Agent include:

• Maintaining custody of the Investor’s principal funds, ensuring that such funds are kept separate from the Company’s operational accounts and inaccessible to any unauthorized parties.
• Ensuring that funds are released only in accordance with the specific conditions outlined in this Agreement. For example, funds may be released from escrow for the purpose of active trading, provided that such trading falls within the agreed-upon investment strategies and risk limits.
• Providing regular statements to both the Company and the Investor, detailing the amounts held in escrow, any releases of funds, and the applicable conditions under which such releases were made. This transparency ensures that both the Investor and the Company have a clear view of the status of funds at all times.
• Collaborating with auditors to ensure the accurate reporting of escrow balances, offering an additional layer of assurance for Investors.

4.1.4 Conditions for Release of Funds

Funds held in escrow are released in accordance with specific conditions that align with the Company’s investment strategies and the Investor's objectives. The general conditions under which funds may be released from escrow are as follows:

• For Active Trading: Upon executing a valid trade order that falls within the scope of the agreed investment strategy, a portion of the funds may be released from escrow for that purpose. These trades are initiated only after rigorous analysis and confirmation that they align with the Investor's risk profile and goals.
• Reinvestment of Interest: Any interest earned from successful trades can be reinvested into the principal, which may necessitate the release of funds from escrow to facilitate the new investment activity. The decision to reinvest must be documented and agreed upon by the Investor, with appropriate communication to the Escrow Agent.
• Withdrawal Requests: If the Investor makes a valid withdrawal request in compliance with the lock-in terms of this Agreement, the funds will be released from escrow to the Investor’s designated bank account. Withdrawals are subject to any applicable notice period or penalty as stipulated in this Agreement.

The stringent conditions surrounding the release of funds ensure that the Investor’s principal is protected and used strictly in accordance with the pre-agreed terms. This minimizes risks related to unauthorized transactions or operational mismanagement.

4.1.5 Insurance Coverage of Escrow Accounts

To provide an additional layer of protection, all escrow accounts are covered by insurance policies designed to safeguard against potential losses due to unforeseen events such as institutional failures, cyber-attacks, or mismanagement by the Escrow Agent. This coverage provides Investors with the assurance that their deposits are protected even in extreme scenarios, thereby enhancing the overall security framework of the escrow system.

4.2 Protection Measures

The Company undertakes multiple measures to protect Investor funds beyond the basic escrow arrangements. These measures encompass both legal guarantees and operational protocols, designed to ensure that Investor funds are never subjected to undue risk. Below is an extensive description of the various protection measures implemented by the Company:

4.2.1 Regulatory Safeguards and Coverage

The Company operates under the regulatory framework established by the jurisdictions in which it is incorporated. This framework includes mandatory safeguards for client funds, designed to protect against insolvency, fraud, or operational failures.

4.2.1.1 Financial Services Compensation Scheme (FSCS)

For Investors whose deposits are held by NOVA LTD in the United Kingdom, funds are protected by the Financial Services Compensation Scheme (FSCS), which covers deposits up to a maximum of £85,000. This statutory protection offers an additional safety net for Investors, ensuring that their principal investments are secured up to this threshold in the event of a failure on the part of the financial institution managing the escrow accounts.

4.2.1.2 Compliance with International Standards

The Company adheres to international standards for the safeguarding of client funds, including those prescribed by the International Organization of Securities Commissions (IOSCO) and other recognized regulatory bodies. These standards include requirements for segregation of client funds, periodic audits, and the maintenance of adequate liquidity to cover client obligations.

4.2.2 Principal Protection Guarantee

Principal Protection is a core component of the Company’s commitment to Investor safety. The Company guarantees that the Investor’s principal amount will remain protected against any negative market downturns. In practical terms, this means that the Investor’s principal deposit will not decrease due to poor market performance or trading losses.

The Company maintains a dedicated reserve fund to cover any discrepancies that may arise due to negative trading results. In the event that trading activities result in a negative return during any given month, the Company will utilize this reserve fund to top up the Investor’s account, ensuring that the principal amount is maintained in full. This principal protection guarantee applies irrespective of market conditions, offering Investors the confidence that their core investment remains intact.

4.2.3 Highest Balance Lock-In

The Company employs a unique mechanism called the Highest Balance Lock-In to further safeguard Investor funds. Under this mechanism, once interest is earned during a particular month, the total account balance, including the newly earned interest, is considered the new "highest balance." The following protections are then applied:

• Locking in Gains: Once interest is earned in a given month, that amount becomes part of the protected balance. For example, if an Investor’s account balance at the beginning of the month is £100,000 and £5,000 of interest is earned, the new protected balance becomes £105,000.
• No Reduction in Protected Balance: The account balance cannot dip below this highest recorded balance, ensuring that all gains are locked in and that the Investor's balance cannot be reduced due to future market fluctuations. This lock-in applies continuously as new gains are earned, incrementally increasing the protected balance over time.
• Escrow Coverage: The Highest Balance Lock-In is backed by the escrow arrangement. The funds held in escrow are updated to reflect the new highest balance, ensuring that the entire amount remains protected at all times.

This mechanism serves as a powerful tool for protecting the Investor’s gains while also providing a clear and predictable growth path for their investments, free from the risk of market-induced reductions.

4.2.4 External Oversight and Auditing

The Company employs independent external auditors to review the status and management of Investor funds held in escrow. These auditors are appointed to carry out periodic audits, which include:

• Verification of Fund Balances: Ensuring that the amount of funds held in escrow matches the balances reported to Investors, thereby maintaining transparency and trust.
• Compliance with Regulatory Requirements: Verifying that the escrow arrangements and protection mechanisms comply with all relevant regulations, including those related to the segregation of funds and adequacy of reserves.
• Review of Fund Release Protocols: Assessing whether the conditions for the release of funds from escrow have been properly documented and authorized, ensuring compliance with the terms of this Agreement.

The results of these audits are made available to the Investor upon request, demonstrating the Company’s commitment to full transparency and accountability in the handling of client funds.

4.2.5 Reserve Fund for Negative Balance Coverage

As part of its fund protection strategy, the Company maintains a dedicated Reserve Fund that is used to cover any negative balance situations that may arise due to trading losses or adverse market movements. This Reserve Fund serves the following purposes:

• Coverage of Losses: If trading activities result in losses that threaten to reduce the Investor’s balance below the principal amount or below the highest recorded balance, the Reserve Fund is utilized to make up the difference. This ensures that the Investor's principal and locked-in gains remain intact.
• Liquidity Maintenance: The Reserve Fund is maintained in a liquid state, allowing for the immediate fulfillment of any obligations related to covering negative balances. The liquidity of this fund is a critical component in ensuring that the Company can respond promptly to any market events that negatively impact portfolio performance.
• Periodic Replenishment: The Reserve Fund is periodically replenished using a portion of the Company's earnings to ensure that it remains adequately capitalized. This proactive approach to fund management ensures that the Company is always prepared to meet its obligations under the principal protection guarantee.

4.2.6 External Escrow Service Providers

The Company has engaged the services of multiple External Escrow Service Providers, each of whom is a regulated financial entity with a strong reputation for reliability and transparency. These service providers offer an additional layer of protection for Investor funds by ensuring that:

• Independence: The funds held in escrow are managed independently from the Company, reducing the risk of conflicts of interest or misuse of funds.
• Regulatory Oversight: The escrow service providers are subject to regulatory oversight in their jurisdictions, which include stringent requirements for fund management, reporting, and safeguarding client assets.
• Security Measures: The escrow service providers employ robust security measures, including multi-signature authorization for fund releases, encryption for data protection, and adherence to international standards for custodial services.

4.2.7 Investor Communication and Transparency

Transparency is a cornerstone of the Company’s approach to fund protection. The Company is committed to providing Investors with timely and accurate information regarding the status of their funds. The following transparency measures are in place:

• Monthly Statements: The Company provides detailed monthly statements that include the following information:
  • The balance of funds held in escrow and any changes to the balance due to trading activities or interest earnings.
  • A breakdown of any interest earned, including how the interest was calculated and the performance metrics used.
  • Details of any fees or charges applied during the statement period.
• Real-Time Account Access: Investors have access to an online portal where they can view their current balance, transaction history, and the status of funds held in escrow. The portal is designed to provide real-time data updates, offering Investors an accurate picture of their investment status at any given moment.
• Notification of Changes: If there are any significant changes to the status of the Investor’s funds, such as the release of funds from escrow for a major trading activity or the replenishment of the Reserve Fund, the Investor will receive a notification detailing the nature of the change and the reasons for it.

4.2.8 Legal Protections and Investor Rights

Investor rights are enshrined within the legal framework governing the escrow arrangements. These rights include:

• Right to Withdraw: The Investor has the right to request the withdrawal of their funds, subject to the lock-in terms and any applicable penalties outlined in this Agreement.
• Right to Information: The Investor is entitled to receive information regarding the status of their funds held in escrow, including periodic statements and audit reports.
• Right to Independent Audit: The Investor may request an independent audit of their escrow account to verify the accuracy of the reported balances and ensure that funds are being managed in compliance with the terms of this Agreement.
• Right to Principal Protection: The Investor has the right to rely on the Company’s principal protection guarantee, ensuring that their principal investment will not be diminished by market losses.

4.3 Risk Disclosure

Despite the numerous protection measures in place, it is important to provide a clear and transparent disclosure of the risks associated with investing through the Company. The following section outlines the specific risks to which the Investor’s funds may be exposed:

4.3.1 Limited Risk to Principal Funds

The Company guarantees that the Investor's principal funds are protected against any negative trading outcomes, as detailed in the previous sections. This means that the principal amount deposited by the Investor is not at risk of loss due to poor market performance or trading activities undertaken by the Company.

However, it is essential to understand that while the principal is protected, there may be circumstances beyond the control of the Company—such as a systemic failure of the financial system or a governmental intervention—that could impact the security of these funds. Such events are rare and fall under force majeure clauses, but Investors should be aware of the existence of such risks, however minimal they may be.

4.3.2 Monthly Interest at Risk

The monthly interest earned through the Company’s trading activities is subject to market risk, meaning that there is no guarantee that interest will be earned in any given month. The performance of the trading strategies employed by the Company is influenced by market conditions, economic events, and other variables that may result in either positive or negative returns.

In the event of a negative return for a particular month, the Company will use its Reserve Fund to ensure that the Investor’s principal remains intact. However, the interest that was anticipated for that month will not materialize, and no compensation will be provided for the loss of potential interest.

4.3.3 Reinvestment Risks

If the Investor elects to reinvest the interest earned each month, that reinvested amount becomes part of the new principal, which is then protected under the principal protection guarantee. However, the reinvested interest is initially subject to market risk, and therefore there is a possibility that interest earned in one month may be lost if the following month results in a negative performance. It is important that Investors understand the risks associated with reinvestment and carefully consider their risk tolerance before opting for reinvestment.

4.3.4 Counterparty Risks

While the funds are held in escrow by an independent third-party financial institution, there is always a degree of counterparty risk associated with relying on such institutions. The Company mitigates this risk by selecting only well-capitalized, reputable financial institutions that are subject to strict regulatory oversight. Additionally, the insurance coverage in place serves as an additional safety net to reduce the impact of any potential counterparty failure. However, Investors should be aware that counterparty risk, while minimal, cannot be entirely eliminated.

4.3.5 Operational Risks

The Company employs a variety of systems, platforms, and personnel to manage and trade Investor funds. While every effort is made to ensure that these systems operate smoothly, there is a possibility of operational risk, which includes risks arising from system failures, human errors, cyber-attacks, or other operational disruptions. The Company has implemented business continuity and disaster recovery plans to minimize the impact of such risks, but Investors should recognize that operational risks are inherent in any investment activity.

4.3.6 Market and Economic Risks

Investment activities are inherently subject to market risk, which includes fluctuations in market prices, interest rates, currency exchange rates, and other economic factors that may influence the value of investments. While the principal protection guarantee offered by the Company mitigates these risks in terms of the Investor’s principal amount, the monthly returns or interest are still subject to such risks. The Company’s quantitative trading strategies are designed to minimize these risks through diversification and sophisticated risk management protocols, but no strategy can fully eliminate market risks.

4.3.7 Force Majeure Risks

In the event of a force majeure event—such as natural disasters, war, political instability, or other unforeseen events—the Company may be unable to fulfill its obligations under this Agreement. Such events are beyond the control of the Company and may impact the security of funds held in escrow, the ability to trade, or the ability to release funds to the Investor. Investors are advised to consider the potential impact of such events, although the Company will take all reasonable steps to mitigate the effects of any force majeure event.

4.3.8 Legal and Regulatory Risks

Changes in legal and regulatory requirements could impact the Company’s ability to manage funds, trade, or offer certain financial services. While the Company endeavors to stay informed of and comply with all applicable regulations, Investors should be aware that unexpected changes in legislation or regulatory requirements could impact the services provided under this Agreement. In such cases, the Company will communicate any necessary changes to the Investor and work to ensure compliance while minimizing disruption to the Investor’s account.

The Fund Protection and Escrow section is intended to provide a comprehensive overview of the measures in place to safeguard Investor funds and minimize risks. Investors are encouraged to read this section carefully and to seek independent financial advice if they have any questions or concerns about the risks and protections described herein.

5. Interest and Earnings

The generation of interest and earnings is a key aspect of the investment services provided by NOVA CAPITAL TREASURY (the "Company"). This section provides an exhaustive overview of how interest is calculated on invested funds, the payment terms associated with interest disbursements, and the various reinvestment options available to Investors. The Company aims to provide clear and predictable returns on investments, coupled with flexibility for the Investor to decide how these returns should be managed.

5.1 Calculation of Interest

The calculation of interest is conducted using a transparent and methodical approach that ensures fairness to all Investors while maximizing the efficiency of fund allocation. Interest is calculated based on the number of days the funds are invested and actively traded, and is worked backwards to a daily interest rate that is applicable to the funds held during that period. Below, we provide a detailed breakdown of how this process works:

5.1.1 Basis of Interest Calculation

The Company uses a daily interest accrual method to determine the amount of interest earned on Investor funds. This method is favored because it provides a precise accounting of returns based on the exact period during which the funds are available for trading and generating returns. The key components of the interest calculation process are described in detail below:

5.1.1.1 Daily Interest Rate

The Daily Interest Rate is calculated based on the annual target return established by the Company. This rate takes into account market conditions, trading performance, and risk factors. The daily interest rate is derived from the annualized interest rate by dividing it by 365 days. This rate forms the basis of daily accrual and allows for accurate reflection of interest earned on a day-to-day basis.

For example, if the target annual interest rate is 12%, the daily interest rate would be calculated as follows:

Daily Interest Rate = (12% / 365) ≈ 0.0329%

This rate is then applied to the Investor’s balance to determine the interest accrued on each individual day the funds are available and actively traded.

5.1.2 Determining Available Funds

Available Funds refer to the total principal and any reinvested interest that is actively held in the trading accounts. The calculation of interest is predicated on the funds being available for trading during each business day of the month. The availability of funds can be impacted by a number of factors, including:

• Deposit Date: Interest calculations begin on the day that funds are confirmed as deposited and available in the designated escrow account. Deposits made after business hours or on non-business days will begin accruing interest from the next available business day.
• Withdrawal Requests: If a withdrawal request is made, the funds subject to withdrawal will cease to accrue interest from the day the withdrawal is processed, thereby impacting the total interest earned for that period.
• Trading Periods: Interest is only calculated for days during which the funds are actively traded. If funds are in transit or being held in a non-trading status (e.g., due to market closures or administrative requirements), they will not accrue interest for that period.

5.1.3 Method of Calculation

The Interest Accrual Formula employed by the Company ensures that interest is calculated accurately based on the number of days the funds are invested. The formula used is:

Interest Earned = Principal Amount x Daily Interest Rate x Number of Days Invested

For example, if an Investor has deposited £100,000 with the Company at an annual interest rate of 12%, and the funds have been available for 30 days, the interest earned would be calculated as follows:

Interest Earned = £100,000 x (12% / 365)  ≈ £1,0000

This method ensures that Investors are rewarded precisely based on the actual duration that their funds are available for investment, promoting fairness and transparency.

5.1.4 Compounding Effects

While the Company offers simple interest on deposits, Investors also have the option to reinvest their earned interest back into their principal, thus benefiting from the effects of compounding over time. Compounded interest is calculated by adding the earned interest to the principal at the end of each month, which is then used as the basis for calculating the next month’s interest.

For example, if an Investor starts with a principal of £100,000 and earns £1,000 in interest in the first month, they can choose to reinvest this interest. The new principal for the second month would be £101,000, and interest would be calculated on this higher amount, leading to incremental growth over time.

5.2 Payment Terms

The Company follows a structured approach to the payment of interest to ensure consistency, predictability, and flexibility for Investors. Interest payments are made on a monthly basis, with multiple options available to Investors regarding how they would like to receive or utilize their interest earnings. The following subsections describe the payment terms in detail:

5.2.1 Monthly Interest Payment Cycle

Interest payments are made on a monthly cycle, calculated at the end of each calendar month. Once the monthly interest amount is determined, it is processed and credited to the Investor’s account as per the timelines outlined below:

• Calculation Period: The interest for each month is calculated on the last business day of the month, based on the daily accrual of interest as previously described. All available funds are taken into consideration up to the end of the last business day.
• Payment Date: Interest payments are processed and credited to the Investor’s account within five (5) business days following the end of the calendar month. This period allows for the final reconciliation of trading activities, ensuring that the interest amount is accurately calculated and verified.

5.2.2 Payment Method

The Company offers multiple methods for disbursing interest payments to accommodate the diverse preferences of Investors. These methods are as follows:

• Direct Credit to Trading Account: By default, the monthly interest earned is credited directly to the Investor’s trading account. This allows the interest to be available for reinvestment or withdrawal as per the Investor’s instructions.
• Bank Transfer: Upon request, the interest amount can be transferred directly to the Investor’s designated bank account. Investors opting for bank transfers must provide accurate bank account details, and transfers are subject to any applicable banking fees or transfer charges.
• Escrow Holding: The interest can also be held in the escrow account alongside the principal amount. This option is ideal for Investors who prefer to keep their funds consolidated within a single account until they decide on the reinvestment or withdrawal strategy.

Investors are encouraged to notify the Company of their preferred payment method in writing or through the online account portal. Any changes to the payment method must be communicated in advance, with sufficient notice to ensure that the necessary arrangements can be made for the next interest payment cycle.

5.2.3 Flexibility in Utilization of Interest

The Company aims to provide flexibility for Investors in how they choose to utilize the interest earned. The following options are available to Investors upon the receipt of monthly interest payments:

• Withdrawal of Interest: Investors have the option to withdraw the interest earned each month. Withdrawals can be made without impacting the principal amount, allowing Investors to enjoy the returns on their investment without affecting their overall investment strategy.
• Reinvestment: As described in the subsequent section, Investors can choose to reinvest their monthly interest back into their principal. This option provides the benefit of compounded growth over time.
• Partial Reinvestment and Withdrawal: Investors may also choose to reinvest a portion of the interest while withdrawing the remainder. This approach offers a balance between capital growth and liquidity, allowing Investors to achieve both objectives simultaneously.

5.2.4 Impact of Withdrawal Requests on Interest Payments

It is important to note that withdrawal requests may have an impact on the interest earned for a particular month. Specifically:

• Early Withdrawal: If an Investor requests a withdrawal of a portion or the entirety of their principal prior to the end of the month, the interest for that month will be calculated only on the funds available for the duration they remained in the account. Thus, early withdrawals may reduce the total interest earned for that period.
• Proportional Calculation: In cases where partial withdrawals are made, the interest will be calculated proportionally based on the remaining principal. The Company ensures that the interest is accurately apportioned to reflect the actual balance held during the interest calculation period.

5.2.5 Taxation of Interest Payments

The Company does not withhold taxes on interest payments unless required by the applicable tax laws of the jurisdiction in which the Investor resides. Investors are responsible for declaring interest income and paying any applicable taxes as required by the laws governing their tax residency. The Company provides monthly and annual statements detailing the interest earned, which Investors may use for their tax reporting purposes.

Investors are encouraged to seek professional tax advice to understand their individual tax obligations related to the interest income earned through the Company's investment services.

5.3 Reinvestment Options

The Company offers multiple reinvestment options for Investors who wish to maximize their returns by compounding the interest earned on their principal. Reinvestment allows Investors to take advantage of compounded growth, leading to potentially greater returns over time. The following sections describe in detail the reinvestment options available to Investors:

5.3.1 Full Reinvestment of Interest

Full Reinvestment allows Investors to automatically reinvest the interest earned each month back into their principal balance. This reinvestment is executed at the end of each month, immediately after the interest calculation and payment process. By increasing the principal amount, the Investor can benefit from a larger base on which subsequent interest is calculated, thus enhancing the compounding effect over time.

The following benefits are associated with full reinvestment:

• Compounding Growth: With full reinvestment, the interest earned is added to the principal, resulting in exponential growth potential as the increased principal amount generates more interest in subsequent periods.
• Long-Term Wealth Accumulation: Full reinvestment is ideal for Investors with a long-term perspective who wish to maximize their returns over the investment horizon.
• Simplified Management: The automatic reinvestment of interest simplifies account management by ensuring that all earned interest is consistently applied to increase the principal, requiring minimal intervention from the Investor.

Investors who opt for full reinvestment must notify the Company of their intent, either at the time of account setup or at any point during the investment term. Reinvestment instructions can be modified or discontinued upon written notice, subject to applicable processing timelines.

5.3.2 Partial Reinvestment

Partial Reinvestment offers flexibility for Investors who wish to strike a balance between reinvesting their earnings and maintaining liquidity. With this option, Investors can designate a percentage of the interest earned for reinvestment, while the remaining percentage is either withdrawn or retained as cash within the account.

For example, if an Investor earns £1,000 in interest for the month and chooses to reinvest 50%, then £500 will be added to the principal, while the remaining £500 will be available for withdrawal or other uses. This approach allows Investors to:

• Enhance Principal Incrementally: By partially reinvesting interest, the Investor is still able to grow their principal, albeit at a slower rate compared to full reinvestment.
• Maintain Cash Flow: Partial reinvestment ensures that the Investor can still access a portion of their earnings, providing a source of liquidity to meet short-term needs or other investment opportunities.
• Customized Growth Strategy: Investors can tailor the percentage of reinvestment to meet their financial objectives, allowing for a more customized approach to capital growth and cash management.

5.3.3 Interest Reinvestment Frequency

Reinvestment is typically executed on a monthly basis at the end of each interest payment cycle. However, the Company offers flexibility regarding the frequency of reinvestment, allowing Investors to choose between monthly, quarterly, semi-annual, or annual reinvestment schedules. The chosen reinvestment frequency impacts the compounding effect as follows:

• Monthly Reinvestment: Maximizes the compounding effect by ensuring that each month’s interest is promptly reinvested, leading to exponential growth over time.
• Quarterly or Semi-Annual Reinvestment: Allows for a less frequent compounding effect, which may be preferred by Investors seeking to retain greater liquidity at shorter intervals.
• Annual Reinvestment: Ideal for Investors who prefer to reassess their investment strategy at the end of each year before deciding on reinvestment. Annual reinvestment may result in a lower overall return compared to more frequent reinvestment, due to reduced compounding frequency.

Investors are advised to consider their long-term goals, liquidity needs, and risk tolerance when deciding on the reinvestment frequency, as it can have a significant impact on overall returns.

5.3.4 Reinvestment and Risk Management

Reinvesting interest earnings can magnify both the potential returns and the associated risks. It is important for Investors to understand the implications of reinvestment on their risk exposure:

• Increased Exposure: By reinvesting interest, the Investor effectively increases the principal amount, thereby increasing their exposure to market risk. While the Company provides a principal protection guarantee, the Investor should be aware that the higher balance remains subject to the same risk factors that apply to the original investment.
• Lock-In Effect: Reinvested interest becomes part of the protected principal under the Company’s highest balance lock-in mechanism. Once interest is reinvested, it is treated as part of the principal and is protected from any future reduction, offering a safeguard against negative market performance.

Investors are encouraged to evaluate their risk appetite and consult with their financial advisors to determine whether full or partial reinvestment is appropriate for their financial goals and circumstances.

5.3.5 Administrative Considerations for Reinvestment

To facilitate the reinvestment process, the Company requires Investors to provide written instructions regarding their reinvestment preferences. These instructions may be provided at the time of account opening or updated periodically as per the Investor’s needs. Administrative considerations include:

• Reinvestment Authorization: The Investor must complete and submit a reinvestment authorization form, which details the percentage of interest to be reinvested, the desired frequency, and any other relevant instructions.
• Changes to Reinvestment Instructions: Investors may modify their reinvestment preferences at any time by providing written notice to the Company. Changes must be received before the end of the current interest calculation period to be applied to the next cycle.
• Minimum Reinvestment Amount: The Company may establish a minimum amount for reinvestment to ensure administrative efficiency. If the interest earned in a given month falls below the minimum threshold, the amount may be credited to the Investor’s account as cash rather than being reinvested.

5.3.6 Compounding Scenarios and Long-Term Growth Projections

To illustrate the potential benefits of reinvestment, the Company provides growth projections based on various reinvestment scenarios. The following example demonstrates how reinvestment can lead to substantial growth over an extended period:

Scenario: An Investor deposits £100,000 with the Company at an annual interest rate of 12%, choosing to reinvest the interest monthly. Over a five-year period, the account balance grows as follows:

Year 1: £100,000 principal grows to approximately £112,682
Year 2: £112,682 principal grows to approximately £126,627
Year 3: £126,627 principal grows to approximately £142,005
Year 4: £142,005 principal grows to approximately £158,998
Year 5: £158,998 principal grows to approximately £177,804

These projections assume that the interest is compounded monthly and that no withdrawals are made during the five-year period. The results highlight the significant impact of compounding, demonstrating how reinvestment can enhance the overall return on investment.

5.3.7 Flexibility to Discontinue Reinvestment

The Company recognizes that financial situations and objectives may change over time. To accommodate these changes, Investors have the option to discontinue reinvestment at any point during the investment term. Upon discontinuation, interest will be credited to the Investor’s account as cash and will no longer be automatically added to the principal.

• Notice Requirement: Investors wishing to discontinue reinvestment must provide written notice at least ten (10) business days before the end of the current interest calculation period. This ensures that the necessary adjustments can be made prior to the next payment cycle.
• Partial Discontinuation: Investors may also opt to discontinue reinvestment partially, by specifying a percentage of the interest that should be withheld from reinvestment. This option allows for greater control over liquidity while still benefiting from the compounding of a portion of the earnings.

5.3.8 Tax Implications of Reinvestment

Reinvesting interest can have certain tax implications, depending on the jurisdiction in which the Investor resides. In most cases, reinvested interest is treated as taxable income in the year it is earned, even if it is not withdrawn. It is the responsibility of the Investor to report reinvested interest as part of their taxable income, if required by law.

The Company provides annual statements summarizing the total interest earned, reinvested, and credited to the Investor’s account. These statements can be used to assist in preparing tax filings and ensuring compliance with local tax regulations. Investors are strongly encouraged to consult with a tax professional to understand the specific tax implications of reinvestment and to ensure that they meet their tax obligations accordingly.

The Interest and Earnings section is intended to provide a thorough explanation of how interest is calculated, the options for receiving interest payments, and the potential benefits and considerations associated with reinvesting interest. Investors are encouraged to review this section carefully, consult with financial advisors as needed, and make informed decisions regarding their reinvestment strategies.

6. Fund Lock-In Period

The Fund Lock-In Period plays a critical role in maintaining the stability and predictability of investment activities managed by NOVA CAPITAL TREASURY (the "Company"). This section outlines the process for issuing monthly statements, the terms under which funds are locked once a statement is released, and the policies governing withdrawals. By providing these details, the Company aims to ensure that all Investors have a clear understanding of when their funds are accessible and the conditions under which they can be withdrawn.

6.1 Statement Issuance

Statements are issued on a monthly basis to provide Investors with a detailed overview of their account status, including the performance of invested funds, interest earned, and any applicable fees or adjustments. Below, the statement issuance process is explained in detail:

6.1.1 Timing of Statement Issuance

Monthly statements are issued at the end of each calendar month and are typically finalized and made available to Investors within five (5) business days following the conclusion of the month. This period allows for the proper reconciliation of trading activities, final interest calculations, and verification of all transactions conducted during the month.

The statements include the following key components:

• Balance Overview: The current balance, including the principal, reinvested interest, and any accrued earnings.
• Performance Summary: A detailed summary of trading performance, including realized gains, unrealized gains, and any losses incurred during the statement period.
• Interest Earned: The total interest earned during the month, calculated based on the daily accrual method described in the Interest and Earnings section.
• Fees and Charges: A breakdown of any applicable fees or charges, including management fees, performance fees, or withdrawal penalties.

6.1.2 Access to Statements

Monthly statements are made available to Investors through the secure online portal. Investors are notified via email once their statements are ready for review. Statements are also available for download, allowing Investors to maintain their own records of account performance and transactions.

Upon request, the Company can also provide physical copies of statements via mail; however, this service may be subject to additional processing time and administrative fees. Investors are encouraged to review their statements promptly and to contact the Company if they have any questions or require clarification on any aspect of the statement.

6.2 Lock-In Terms

To ensure a stable investment environment and to facilitate the effective execution of investment strategies, the Company applies specific lock-in terms to funds once monthly statements are issued. These terms are designed to maintain consistency in the investment pool and to prevent disruptions that could arise from unanticipated fund withdrawals.

6.2.1 Lock-In Period Definition

Once a monthly statement is issued, the principal amount, along with any earned interest credited during that month, becomes locked in for the subsequent statement period. The Lock-In Period begins immediately upon issuance of the monthly statement and lasts until the end of the following calendar month, during which the funds are committed to ongoing investment activities.

6.2.2 Purpose of the Lock-In Period

The primary purposes of the Lock-In Period are as follows:

• Stability of Investment Pool: The Lock-In Period ensures that the funds available for trading are consistent throughout the month, enabling the Company to execute trades and manage the portfolio effectively without the need to account for significant cash flow variations.
• Maximizing Returns: The locked-in nature of the funds allows the Company to engage in longer-term trading strategies that may yield higher returns. By minimizing the need for liquidity, the Company can capitalize on investment opportunities that require stability in available capital.
• Efficient Portfolio Management: Predictable fund availability simplifies portfolio allocation and reduces administrative complexity, allowing the Company to focus on optimizing returns rather than managing liquidity demands.

6.2.3 Funds Affected by the Lock-In Period

During the Lock-In Period, the following funds are impacted:

• Principal Investment: The original amount invested by the Investor is fully locked in during the statement period. This includes any additional deposits made during the month before the statement was issued.
• Interest Earned: Any interest earned during the statement period, which is added to the account balance, is also subject to the Lock-In Period. Once credited, this amount forms part of the principal and benefits from the highest balance lock-in protection as previously discussed.

6.2.4 Exceptions to the Lock-In Period

In certain exceptional circumstances, the Company may allow early withdrawals of funds during the Lock-In Period. Such exceptions are subject to the following conditions:

• Emergency Withdrawal Requests: Investors may submit a request for an early withdrawal due to financial emergencies or other pressing needs. Each request is reviewed on a case-by-case basis, and the Company reserves the right to approve or deny such requests based on the specific circumstances.
• Early Withdrawal Penalty: If an early withdrawal is approved, a penalty may be applied to cover any costs or losses incurred by the Company due to the need to liquidate positions prematurely. This penalty is typically deducted from the interest earned rather than the principal amount.

6.3 Withdrawal Policy

The Company provides a flexible withdrawal policy that allows Investors to access their funds following the completion of the Lock-In Period. Withdrawal requests are processed efficiently while ensuring minimal disruption to ongoing trading activities. Below, the withdrawal policy is described in detail:

6.3.1 Timing and Submission of Withdrawal Requests

Investors can submit withdrawal requests at any time through the secure online portal or by contacting their account manager directly. However, withdrawal requests are subject to the following terms:

• Submission During the Lock-In Period: Withdrawal requests submitted during the Lock-In Period will be processed once the Lock-In Period concludes. Investors are encouraged to submit their requests well in advance to ensure timely processing.
• Minimum Notice Requirement: Investors must provide a minimum of five (5) business days notice before the end of the current statement period if they wish to withdraw funds immediately following the end of the Lock-In Period. This notice allows the Company to plan for sufficient liquidity to accommodate the request.

6.3.2 Withdrawal Turnaround Time

Upon receiving a valid withdrawal request, the Company aims to process the request with minimal impact to the Investor. The maximum turnaround time for processing a withdrawal is thirty-one (31) business days. This turnaround time is designed to ensure that funds can be divested in a manner that:

• Minimizes Market Impact: The Company takes care to divest positions gradually, minimizing the impact on the underlying assets and avoiding adverse price movements that could negatively affect the value of the portfolio.
• Maintains Investment Stability: The thirty-one business day period provides adequate time for the Company to adjust its portfolio, ensuring that the withdrawal does not unduly disrupt ongoing investment activities or the interests of other Investors.

6.3.3 Partial and Full Withdrawals

Investors may choose to withdraw part or all of their funds from their account, subject to the following conditions:

• Partial Withdrawals: For partial withdrawals, the interest earned will be apportioned between the amount being withdrawn and the amount remaining in the account. The remaining principal will continue to be subject to the Company’s interest calculation and protection mechanisms, including the highest balance lock-in.
• Full Withdrawals: If an Investor opts for a full withdrawal, the account will be closed, and the principal, along with any accrued interest, will be returned to the Investor. The Investor must provide explicit written consent to proceed with a full withdrawal and account closure.

6.3.4 Methods of Withdrawal

The Company offers multiple methods for disbursing withdrawal amounts, based on the Investor’s preferences. These methods include:

• Bank Transfer: Withdrawals are typically processed via bank transfer to the Investor’s designated bank account. The Investor must ensure that their bank details are accurate and up-to-date to avoid any delays in processing the transfer.
• Escrow Account Return: In cases where funds are held in an escrow account, the withdrawal may be processed directly from the escrow. This option ensures that the funds are securely transferred without first being moved to a separate trading account.
• Alternative Payment Methods: Upon request and subject to approval, the Company may accommodate alternative payment methods, such as electronic fund transfers or checks. Such methods may involve additional processing times or administrative fees.

6.3.5 Withdrawal Fees and Penalties

While the Company aims to minimize fees associated with withdrawal, certain charges may apply under specific conditions:

• Early Withdrawal Penalty: As mentioned, withdrawals made during the Lock-In Period may incur a penalty to compensate for potential trading losses or administrative costs. This penalty is usually deducted from interest earnings.
• Administrative Fees: Withdrawals processed via certain payment methods, such as international bank transfers or checks, may involve additional administrative fees. These fees are communicated to the Investor before processing the request, ensuring full transparency.

6.3.6 Impact on Highest Balance Lock-In

The Highest Balance Lock-In protection mechanism is designed to safeguard the highest recorded balance of the Investor's account, inclusive of interest earned. When a withdrawal is processed, the highest balance lock-in is adjusted as follows:

• Full Withdrawals: In the case of a full withdrawal, the highest balance lock-in is effectively voided, as the account is closed and no further protection is required.
• Partial Withdrawals: For partial withdrawals, the highest balance lock-in will be recalculated based on the remaining balance. The remaining funds will continue to benefit from protection against any reduction below the new highest recorded balance.

6.3.7 Withdrawal Confirmation and Timeline

Upon processing a withdrawal request, the Company will provide the Investor with a Withdrawal Confirmation, detailing the amount withdrawn, the method of payment, any applicable fees or penalties, and the remaining balance (if applicable). The timeline for finalizing the withdrawal depends on several factors:

• Internal Processing Time: The internal processing of withdrawal requests involves reviewing and verifying the Investor’s instructions, calculating any applicable fees, and arranging for the liquidation of positions. This typically takes five (5) to ten (10) business days within the overall thirty-one business day turnaround.
• External Factors: Factors such as bank processing times, public holidays, or payment method-specific requirements may affect the timeline. The Company works diligently to expedite the process but advises Investors to consider these factors when planning withdrawals.

6.3.8 Special Circumstances for Withdrawal

Special circumstances may arise that necessitate modifications to the standard withdrawal procedures. These include, but are not limited to:

• Deceased or Incapacitated Investors: In the unfortunate event of an Investor’s death or incapacitation, withdrawal requests may be submitted by authorized representatives or legal heirs. Proper documentation, such as death certificates or power of attorney, must be provided for processing such requests.
• Regulatory Compliance: If the Company is required by law or regulatory authority to freeze an account or withhold funds, the withdrawal process may be delayed or subject to additional scrutiny. The Company complies with all regulatory obligations and will inform Investors of any such circumstances.

6.4 Maintaining Investor Relations During the Lock-In and Withdrawal Process

The Company places a strong emphasis on communication and transparency with Investors during the Lock-In Period and throughout the withdrawal process. To ensure that Investors remain informed and confident, the Company employs the following practices:

• Regular Updates: Investors receive regular updates regarding the status of their withdrawal requests, including estimated timelines and any factors that may affect processing times. Updates are provided via email or through the online portal.
• Dedicated Account Managers: Each Investor is assigned a dedicated account manager who is available to answer questions, provide clarification on the Lock-In Terms, and assist with withdrawal requests. This personalized service ensures that Investors feel supported throughout the entire process.
• Investor Education: The Company offers educational resources to help Investors understand the benefits of the Lock-In Period, including its role in maintaining investment stability and maximizing returns. By providing clear information on these topics, the Company helps Investors make informed decisions about their withdrawal options and strategies.

The Fund Lock-In Period section is intended to provide a thorough understanding of how funds are managed, the conditions under which they are locked in, and the process for accessing them through withdrawals. Investors are encouraged to review this section carefully, consult with their account manager as needed, and make informed decisions regarding their investment timelines and withdrawal preferences.

7. Negative Fund Performance

The Negative Fund Performance policy is a critical feature of the investment services provided by NOVA CAPITAL TREASURY (the "Company"). This section provides a detailed explanation of the Guarantee Clause that ensures the Investor is made whole in the event of negative fund performance, highlights the Historical Performance of the fund, and outlines the Liability Limitations associated with this guarantee. The Company is committed to protecting the Investor’s interests and maintaining stability in their portfolio by addressing any negative returns that may occur.

7.1 Guarantee Clause

The Company offers a unique Guarantee Clause designed to protect Investors against the financial impact of negative fund performance. This guarantee forms an integral part of the Company’s commitment to ensuring investor security and confidence. Below, we provide a detailed overview of the terms and conditions of this guarantee:

7.1.1 Making Investors Whole

In the event that the fund experiences negative performance during any given month, the Company guarantees that the Investor will be made whole, ensuring that the principal amount, along with the highest balance locked in during the investment period, is maintained. Specifically:

• The Company will use funds from its dedicated Reserve Fund to make up for any shortfall resulting from negative market returns, thereby restoring the Investor’s balance to the highest recorded value prior to the onset of negative performance.
• This guarantee ensures that the Investor’s account will not be reduced due to negative market movements, effectively providing a floor beneath which the account balance will not fall.
• The guarantee applies to the principal amount and any locked-in interest, safeguarding all previous gains from being eroded by future losses.

By making the Investor whole in the event of negative performance, the Company aims to provide Investors with a stable and predictable investment experience, free from concerns about losing their initial capital or previously earned returns due to market volatility.

7.1.2 Scope of the Guarantee

The scope of this guarantee covers the entire principal amount invested by the Investor, as well as any earned interest that has been added to the account balance during the highest balance lock-in period. The key aspects of the guarantee include:

• Principal Protection: The original amount invested by the Investor will be fully restored in the event of negative performance.
• Interest Earned: Any interest earned and locked in as part of the highest balance will also be protected, ensuring that previously accumulated gains are not subject to reduction.
• Timely Compensation: In the event of negative performance, the Company will act promptly to restore the balance within the first five (5) business days of the following month, utilizing the Reserve Fund to ensure that Investors remain fully protected.

This guarantee serves as a robust safety net, offering Investors confidence that their investments are secure regardless of adverse market conditions.

7.2 Historical Performance

The Company has a strong track record of delivering consistent and positive returns, reflecting the efficacy of its quantitative trading strategies and comprehensive risk management protocols. The Company is proud to note the following:

7.2.1 Eight Years of Positive Performance

Over the past eight (8) years, the Company has consistently delivered positive returns to its Investors without a single occurrence of negative fund performance requiring the activation of the guarantee. This historical performance serves as a testament to the Company’s effective management practices, diversified investment strategies, and the expertise of its team in navigating various market conditions.

Key Highlights of Historical Performance:

• Consistent Returns: The Company has provided average annual returns exceeding the industry benchmarks, with quarterly and annual reports available for review by Investors.
• Risk Mitigation Strategies: The Company employs advanced risk management techniques, including portfolio diversification, hedging, and real-time risk monitoring, which have been instrumental in avoiding negative performance.
• Adaptability: The Company’s trading algorithms are continually updated and optimized in response to changing market conditions, which has contributed to the positive performance track record.

The Company’s historical performance is not merely a reflection of favorable market conditions but also a result of proactive management, advanced technological infrastructure, and adherence to stringent investment protocols.

7.2.2 Performance Transparency

The Company believes in maintaining transparency regarding fund performance. Detailed performance reports, including monthly, quarterly, and annual performance metrics, are provided to all Investors. These reports include:

• Monthly Statements: Detailing the performance of the portfolio, including gains, losses, and any realized or unrealized returns.
• Quarterly Performance Reviews: A summary of fund performance, highlighting key strategies that contributed to the returns and an analysis of market conditions that influenced performance.
• Annual Performance Reports: Comprehensive reports that provide an overview of the entire year’s performance, including comparisons with industry benchmarks and an evaluation of the effectiveness of the strategies employed.

Investors are encouraged to review these performance reports to gain a deeper understanding of how their funds are being managed and to appreciate the measures in place that contribute to the Company’s ongoing success.

7.3 Liability Limitations

While the Company is committed to ensuring that Investors are made whole in the event of negative performance, there are specific limitations and conditions associated with this guarantee. These limitations are put in place to manage expectations and to ensure that the guarantee remains practical and achievable under most circumstances. The following subsections describe the liability limitations in detail:

7.3.1 Reserve Fund Limitations

The guarantee is supported by a dedicated Reserve Fund, which is maintained by the Company to cover any shortfall arising from negative performance. However, the guarantee is subject to the following limitations:

• Capacity of Reserve Fund: The Company’s ability to make Investors whole is contingent upon the capacity of the Reserve Fund. While the Reserve Fund is maintained at a level sufficient to cover typical market downturns, in the event of a prolonged or extreme market crisis that exceeds the available resources, the Company may not be able to fulfill the guarantee in full until additional capital is secured.
• Replenishment of Reserve Fund: The Company is committed to replenishing the Reserve Fund periodically to ensure that it remains adequately capitalized. However, if the Reserve Fund is temporarily depleted due to significant negative performance, there may be a delay in restoring the Investor’s balance until the fund is replenished.

7.3.2 Conditions of Applicability

The guarantee applies only under specific conditions that must be met for the Company to make the Investor whole. These conditions include:

• Fund Investment Scope: The guarantee applies solely to funds that are actively invested and managed by the Company as part of its quantitative trading strategies. Funds that are in transit, pending withdrawal, or not actively invested may not be covered under the guarantee.
• Lock-In Compliance: The Investor must comply with the Lock-In Period terms as described in the Fund Lock-In Period section. If an Investor initiates a withdrawal during the Lock-In Period or violates other agreement terms, the guarantee may be rendered void.
• Timely Reporting: The Investor must promptly report any discrepancies or concerns regarding the performance of their account. Failure to notify the Company within thirty (30) days of receiving the monthly statement may result in the forfeiture of the guarantee rights for that period.

7.3.3 Force Majeure Events

The Company’s guarantee is subject to Force Majeure limitations, which include events beyond the Company’s control that may impact the ability to restore negative performance. Such events include:

• Natural Disasters: Earthquakes, floods, fires, or other natural disasters that result in the inability to access financial markets or execute trades.
• Political and Economic Disruptions: War, acts of terrorism, government-imposed sanctions, or other geopolitical factors that prevent normal trading activities.
• Systemic Financial Failures: Systemic collapse of the financial system, including the failure of multiple banks, exchanges, or other financial intermediaries, which could render the Company incapable of fulfilling its obligations under the guarantee.

In the event of a force majeure, the Company will make every reasonable effort to fulfill its obligations as soon as practical, but Investors should be aware that such circumstances may lead to delays or the inability to guarantee full recovery of negative performance during the affected period.

7.3.4 Limitation on Reinvestment and Withdrawals During Negative Performance

During periods of negative performance, the Company may impose restrictions on withdrawals or reinvestment to stabilize the investment pool and to facilitate the efficient restoration of fund balances. Specific limitations may include:

• Temporary Suspension of Withdrawals: The Company reserves the right to temporarily suspend withdrawal requests during periods of severe market downturn to prevent further losses and to manage liquidity effectively. Investors will be informed promptly of any such suspensions, and withdrawals will be processed once market stability is restored.
• Restricted Reinvestment: Interest earned during a negative performance period may be subject to restrictions regarding reinvestment. The Company may require interest earnings to be retained as cash within the account until performance stabilizes, at which point reinvestment options may be reinstated.

7.3.5 Investor Responsibility and Acknowledgment

The Company’s guarantee is based on a shared understanding of risk and a commitment to responsible investment practices. Investors are expected to:

• Review Agreement Terms: Understand the terms of the guarantee, including any applicable limitations, exclusions, or conditions that may affect the guarantee’s applicability.
• Maintain Communication: Maintain open communication with the Company, including responding to requests for additional information or verification of account details. This ensures that the Company can effectively administer the guarantee when necessary.
• Acknowledge Investment Risks: Acknowledge that while the guarantee is designed to provide substantial protection against negative performance, all investments inherently carry some degree of risk, particularly in the face of extreme or unpredictable market conditions.

7.3.6 Duration of the Guarantee

The guarantee remains in force as long as the Investor maintains an active account with the Company and complies with all terms of the investment agreement. In the event of account closure or full withdrawal of funds, the guarantee ceases to apply, and the Company is no longer obligated to restore any negative performance occurring after the closure or withdrawal.

The Negative Fund Performance section aims to provide a clear and comprehensive understanding of the guarantee offered by the Company, the historical context of fund performance, and the conditions under which the guarantee applies. Investors are encouraged to review this section in detail, consult with their account manager if they have any questions, and ensure that they fully understand the protections and limitations described herein.

8. Confidentiality

The protection of confidential information is crucial to maintaining the trust and integrity of the relationship between NOVA CAPITAL TREASURY (the "Company") and its Investors. This Confidentiality section serves as a comprehensive Non-Disclosure Agreement (NDA), binding both parties to strict obligations regarding the handling of confidential information. The following provisions detail the scope of confidentiality, the obligations imposed on both parties, and the specific exceptions under which disclosure may be permitted.

8.1 Non-Disclosure Obligations

Both the Company and the Investor acknowledge that, during the course of their relationship, each party may disclose or receive access to certain confidential and proprietary information ("Confidential Information"). This information is critical to the successful management of investments and includes sensitive data that must be protected from unauthorized disclosure or misuse. Below are the key obligations regarding the treatment of such information:

8.1.1 Definition of Confidential Information

For the purpose of this Agreement, "Confidential Information" includes, but is not limited to, the following:

• Investment Details: All information related to the Investor’s financial accounts with the Company, including principal amounts, interest rates, investment strategies, and historical performance.
• Trade Secrets and Proprietary Methods: The Company’s trading algorithms, quantitative models, analytical techniques, market research, and proprietary methods used in managing investment activities.
• Personal Information: Any personal or financial information provided by the Investor to the Company, including identification documents, contact details, account numbers, and banking information.
• Business Operations: Information regarding the Company’s business operations, including financial statements, strategic plans, business models, internal policies, and information about third-party vendors or service providers.
• Communications: All written, verbal, and electronic communications exchanged between the Company and the Investor, including emails, letters, reports, account statements, and meeting notes.

Confidential Information also includes any other information, whether or not marked as confidential, that the disclosing party reasonably believes to be proprietary, sensitive, or private in nature.

8.1.2 Scope of Non-Disclosure

The non-disclosure obligations under this Agreement are intended to protect the Confidential Information from unauthorized access, use, or dissemination. The obligations are as follows:

• Non-Use of Confidential Information: Each party agrees not to use the Confidential Information for any purpose other than the performance of obligations under this Agreement, including investment management, account administration, and communication between the parties.
• No Disclosure to Third Parties: Neither party shall disclose the Confidential Information to any third party without the prior written consent of the disclosing party. This restriction applies to both individuals and entities, and ensures that confidential data is not shared with competitors, partners, or other unauthorized individuals.
• Limiting Access: Access to Confidential Information must be limited to employees, agents, or advisors of each party who need the information to fulfill their roles under this Agreement. Each party must ensure that those granted access are bound by obligations of confidentiality similar to those contained herein.
• Security Measures: Both parties shall use all reasonable and appropriate security measures to protect the Confidential Information, including but not limited to encryption, password protection, physical security for written documents, and secure communication channels for electronic transfers of information.

8.1.3 Duration of Non-Disclosure Obligations

The confidentiality obligations under this Agreement shall continue for a period of five (5) years following the termination of the Agreement. During this time, all Confidential Information must remain protected, and neither party shall disclose or misuse the information in any way that could harm the disclosing party or compromise the confidentiality of the disclosed materials.

8.2 Exceptions to Confidentiality

While the primary objective of this section is to protect Confidential Information, there are certain circumstances under which disclosure may be permissible or required. The following exceptions to confidentiality are applicable under this Agreement:

8.2.1 Disclosure Required by Law

Confidential Information may be disclosed if such disclosure is required by law, regulation, court order, or other governmental authority. In the event that either party is required to disclose Confidential Information under these circumstances, the following provisions apply:

• Notification Requirement: The disclosing party must provide written notice to the other party as soon as reasonably possible, and if permissible, prior to disclosing the Confidential Information. This notice allows the other party to seek protective measures to limit or prevent disclosure.
• Scope of Disclosure: The disclosing party must only disclose the minimum amount of Confidential Information necessary to comply with the legal obligation, and must use all reasonable efforts to obtain assurances that the information will be treated as confidential by the receiving entity (e.g., a court or regulatory body).

8.2.2 Public Domain Information

Confidential Information shall not include any information that:

• Is or becomes part of the public domain without any breach of this Agreement by the receiving party. For example, if a particular piece of information becomes publicly available through no fault or action of the receiving party, it will no longer be considered confidential.
• Is independently developed by the receiving party without reference to or use of the Confidential Information. Information developed through legitimate and independent efforts is not subject to the non-disclosure obligations of this Agreement.
• Is rightfully received from a third party without restrictions on disclosure. If the receiving party obtains information from a third party who is authorized to disclose it, and where there is no obligation of confidentiality, such information will not be considered confidential under this Agreement.

8.2.3 Authorized Disclosure to Third-Party Service Providers

Both the Company and the Investor may need to disclose Confidential Information to third-party service providers in order to effectively perform their respective obligations under this Agreement. This includes, but is not limited to:

• Escrow Agents: Disclosure to escrow agents for the purpose of managing and holding funds securely.
• Auditors and Advisors: Disclosure to financial auditors, legal advisors, and other professional consultants who are engaged to assist in providing services related to this Agreement.
• Technology Service Providers: Disclosure to technology providers responsible for maintaining and securing IT infrastructure, databases, and other technology systems essential for the operation of the Company.

Any third-party service provider who receives Confidential Information must be subject to confidentiality obligations that are at least as restrictive as those set forth in this Agreement, thereby ensuring that the confidentiality of the information is preserved at all times.

8.3 Obligations Upon Termination

Upon the termination of this Agreement, or upon the disclosing party’s written request, the receiving party must promptly return or destroy all Confidential Information in their possession or control, including all copies, notes, and derivative works. Specifically:

• Return or Destruction: The receiving party must return all physical documents containing Confidential Information and permanently delete any electronic records. Alternatively, upon mutual agreement, the receiving party may destroy such information and certify in writing that all destruction activities have been completed.
• Residual Knowledge: Notwithstanding the return or destruction of Confidential Information, the receiving party is not required to erase automatically archived copies of such information, provided that any such retained information shall remain subject to the confidentiality obligations of this Agreement.

8.3.1 Residual Knowledge

Both parties acknowledge that the receiving party may retain certain general information in its memory as a result of its involvement in the relationship described herein. Such Residual Knowledge, which is retained in the unaided memory of the receiving party's personnel, shall not constitute a breach of this Agreement, provided that such knowledge is not used to the detriment of the disclosing party and does not involve the disclosure of Confidential Information.

8.4 Remedies for Breach of Confidentiality

Both the Company and the Investor agree that a breach of the confidentiality provisions set forth in this Agreement would cause irreparable harm for which monetary damages may not be sufficient compensation. As such, the non-breaching party is entitled to seek:

• Injunctive Relief: The non-breaching party may seek injunctive relief to prevent or restrain any actual or threatened breach of this Agreement. Such injunctive relief may be sought without the necessity of posting a bond or other security.
• Monetary Damages: In addition to injunctive relief, the non-breaching party may seek monetary damages for losses suffered as a result of a breach of confidentiality, to the extent that such damages can be demonstrated and quantified.
• Indemnification: The breaching party agrees to indemnify and hold harmless the non-breaching party from any losses, costs, liabilities, and expenses (including legal fees) resulting from a breach of the confidentiality provisions by the breaching party or its representatives.

8.5 Acknowledgment of Confidentiality Obligations

Both the Company and the Investor hereby acknowledge their understanding and acceptance of the confidentiality obligations set forth herein. These obligations are critical to maintaining the trust and integrity of the relationship and ensuring that sensitive information is protected from unauthorized use or disclosure.

The parties further agree that any changes to the confidentiality provisions of this Agreement must be made in writing and signed by both parties in order to be valid and enforceable. This ensures that both parties have a clear understanding of any modifications and that confidentiality standards are upheld throughout the duration of the relationship.

The Confidentiality section is designed to establish a mutual understanding of the obligations and responsibilities related to the protection of confidential information shared between the Company and the Investor. Both parties are encouraged to review this section carefully, consult with their legal advisors if necessary, and fully comply with the confidentiality provisions described herein.

9. Compliance and Regulation

NOVA CAPITAL TREASURY (the "Company") is fully committed to maintaining the highest standards of compliance and regulatory adherence in all its investment activities. The following Compliance and Regulation section outlines the applicable laws governing this Agreement, along with the Company's and the Investor's obligations to comply with relevant regulatory requirements. By clearly defining these obligations, the Company aims to ensure a transparent, lawful, and trustworthy investment relationship.

9.1 Applicable Laws

This Agreement, along with all related documents, actions, and services, shall be governed by and construed in accordance with the laws applicable to the specific NOVA CAPITAL TREASURY entity with which the Investor is engaged. Depending on the entity, the applicable governing law is as follows:

9.1.1 Jurisdiction by Entity

• NOVA CAPITAL TREASURY LTD (United Kingdom): This entity and all related agreements are governed by the laws of the United Kingdom, specifically under the jurisdiction of England and Wales. All matters arising out of or relating to this Agreement will be subject to the courts of England and Wales.
• NOVA CAPITAL TREASURY SARL (Luxembourg): This entity operates under the laws of the Grand Duchy of Luxembourg, with the governing law being Luxembourgish legislation. All disputes will be resolved in the jurisdiction of Luxembourg.
• NOVA CAPITAL TREASURY B.V.I (British Virgin Islands): This entity and any agreements involving its services are governed by the laws of the British Virgin Islands (BVI). All matters concerning this Agreement fall under the jurisdiction of BVI courts.

By entering into this Agreement, the Investor agrees to submit to the exclusive jurisdiction of the applicable courts as stated above, depending on the entity with which the Investor is contracted.

9.1.2 Conflict of Laws

In the event of a conflict between the laws of multiple jurisdictions, the governing law applicable to the specific entity with which the Investor has entered into this Agreement shall take precedence. This ensures that each Investment Agreement is compliant with the regulations that best fit the Company entity and the jurisdiction in which it operates, providing clarity and consistency in the interpretation of the terms.

9.2 Regulatory Compliance

The Company is committed to ensuring that all its operations and services are conducted in strict adherence to applicable regulatory requirements. This includes compliance with local, regional, and international regulations, as well as ensuring that the Investor also meets their compliance obligations. Below, the specific aspects of regulatory compliance are detailed:

9.2.1 Financial Regulatory Bodies

The Company operates under the oversight of several financial regulatory bodies, depending on the jurisdiction of the relevant entity:

• Financial Conduct Authority (FCA) – United Kingdom: NOVA CAPITAL TREASURY LTD complies with all applicable regulations set forth by the FCA, including those pertaining to client fund protection, transparency, and risk management. The Company follows the principles set by the FCA to ensure that all investment activities are conducted in an ethical and compliant manner.
• Commission de Surveillance du Secteur Financier (CSSF) – Luxembourg: NOVA CAPITAL TREASURY SARL is regulated by the CSSF, which oversees the activities of financial institutions within Luxembourg. The Company complies with CSSF regulations regarding fund management, risk mitigation, and client protection.
• Financial Services Commission (FSC) – British Virgin Islands: NOVA CAPITAL TREASURY B.V.I operates in accordance with the FSC’s regulations, which ensure adherence to industry best practices for fund security, client transparency, and reporting.

By adhering to these regulatory requirements, the Company ensures that its operations meet the highest standards of integrity, transparency, and investor protection, regardless of the jurisdiction in which it operates.

9.2.2 Anti-Money Laundering (AML) and Counter-Terrorist Financing (CTF)

The Company is committed to preventing the use of its services for money laundering, terrorist financing, or any other unlawful activities. To meet these commitments, the Company implements the following measures:

• Know Your Customer (KYC) Procedures: All Investors are required to undergo a rigorous identification verification process before establishing an account with the Company. This process involves submitting identification documents, proof of address, and any other information necessary to verify the identity of the Investor.
• Ongoing Monitoring: The Company continuously monitors transactions and investment activities to identify and report any suspicious behavior. Automated systems and manual reviews are used to detect unusual patterns that may indicate illegal activities.
• Reporting Requirements: The Company adheres to all applicable reporting requirements and works closely with financial authorities to report any suspicious activity. The Company may, without notice to the Investor, report any suspicious transactions to the appropriate authorities as required by law.

The Company takes a zero-tolerance approach to money laundering and terrorist financing, ensuring that all transactions are conducted transparently and within the bounds of the law.

9.2.3 Data Privacy and Security Compliance

The Company is committed to complying with data privacy and security regulations to ensure that all personal and financial information provided by the Investor is kept secure and confidential. This includes compliance with:

• General Data Protection Regulation (GDPR): For Investors located in the European Union, the Company complies with the GDPR, ensuring that all personal data is processed lawfully, transparently, and for the purpose for which it was collected. Investors have rights regarding access, correction, and deletion of their personal data.
• Data Security Protocols: The Company employs strong data security measures, including encryption, secure communication channels, and access control mechanisms to protect Investor information. Regular audits are conducted to assess and improve the Company’s data protection measures.

By ensuring compliance with these data protection standards, the Company aims to protect the privacy of the Investor and uphold the integrity of their personal and financial data.

9.2.4 Adherence to Investment Regulations

The Company is committed to complying with investment regulations that govern the management and allocation of Investor funds. These regulations include:

• Segregation of Client Funds: The Company ensures that all client funds are kept segregated from the Company’s operating accounts. This measure is taken to protect client assets in the event of the Company’s insolvency and to comply with regulatory requirements regarding client fund protection.
• Regular Audits: Independent audits are conducted at regular intervals to ensure that the Company’s financial statements, investment activities, and fund management practices comply with applicable regulations. Investors are provided with transparency regarding the results of these audits upon request.
• Risk Management: The Company employs risk management strategies in accordance with regulatory requirements to manage investment risk effectively and ensure that portfolios are allocated in a manner consistent with the Investor’s risk tolerance and the Company’s investment objectives.

9.3 Investor Compliance Obligations

In addition to the Company’s compliance obligations, the Investor is also required to comply with certain legal and regulatory requirements. This ensures that both parties are operating within the legal framework applicable to their investment activities. The Investor’s obligations are as follows:

9.3.1 Provision of Accurate Information

The Investor must provide accurate and complete information when establishing an account with the Company. This includes submitting identification documents, providing correct contact details, and informing the Company of any changes to their information in a timely manner. The Company relies on this information to fulfill its KYC and AML obligations and to ensure that all investment activities are conducted lawfully.

9.3.2 Compliance with Tax Obligations

The Investor is solely responsible for complying with tax obligations in their jurisdiction regarding any earnings, interest, or gains derived from their investments with the Company. The Company may provide information or documentation upon request to assist the Investor in meeting their tax obligations; however, it is the Investor’s responsibility to ensure that they are compliant with all applicable tax laws.

9.3.3 Adherence to Transfer Restrictions

The Investor must comply with all applicable transfer restrictions related to their investments. This includes restrictions on the transfer of funds to certain jurisdictions or entities that are subject to international sanctions or restrictions under applicable financial regulations. The Company reserves the right to refuse transactions that may violate such restrictions.

9.4 Remedies for Non-Compliance

The Company takes compliance seriously, and any failure to adhere to the obligations set forth in this Agreement may result in the following actions:

• Suspension of Account: If the Company identifies non-compliance on the part of the Investor, including providing false information, failure to meet tax obligations, or attempts to conduct illegal transactions, the Company reserves the right to suspend the Investor's account until the issue is resolved.
• Termination of Agreement: The Company may terminate this Agreement if a material breach of compliance obligations is identified, particularly in cases involving illegal activity, such as money laundering or terrorist financing. Upon termination, any remaining funds in the Investor's account will be returned, less any applicable penalties or costs.
• Reporting to Authorities: The Company reserves the right to report any non-compliance or suspicious activity to the appropriate regulatory authorities as required by law. This includes sharing information with financial regulators, law enforcement, and other relevant government agencies.

The Compliance and Regulation section is intended to provide a clear understanding of the applicable laws and regulatory requirements governing the Agreement between the Company and the Investor. Both parties are encouraged to review this section thoroughly, consult with legal counsel if needed, and adhere to the compliance obligations described herein to ensure a lawful and secure investment relationship.

10. Term and Termination

The Term and Termination section of this Agreement between NOVA CAPITAL TREASURY (the "Company") and the Investor defines the duration for which this Agreement remains in effect and outlines the specific conditions under which either party can terminate their obligations. This section aims to provide clarity on the lifecycle of the Agreement, the rights of both parties to terminate, and any ongoing obligations that may continue following termination.

10.1 Duration of Agreement

The Agreement shall commence on the Effective Date, which is the date on which the Investor completes the registration and account setup process, and shall continue in full force and effect until terminated by either party as outlined below. The term of this Agreement can be summarized as follows:

10.1.1 Initial Term

This Agreement shall remain in effect for an initial period of one (1) year from the Effective Date ("Initial Term"). During the Initial Term, both the Company and the Investor agree to adhere to all provisions set forth in this Agreement, including those relating to confidentiality, compliance, and the handling of invested funds.

10.1.2 Renewal

Upon the conclusion of the Initial Term, this Agreement shall automatically renew for successive one-year terms ("Renewal Terms"), unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the current term. The automatic renewal ensures the continuity of investment activities without disruption, unless explicitly terminated by either party.

10.2 Termination Conditions

The Agreement may be terminated by either party under specific conditions. Below, we outline the circumstances under which the Agreement may be terminated, the required notice periods, and any applicable fees or penalties.

10.2.1 Termination by Investor

The Investor may terminate this Agreement at any time by providing the Company with thirty (30) days written notice. This notice can be submitted through the secure online portal or by other means as directed by the Company. Upon receipt of such notice:

• Final Reconciliation: The Company will conduct a final reconciliation of the Investor’s account, including calculating any accrued interest, fees, or penalties that may be due.
• Return of Funds: Following reconciliation, all remaining funds, minus any applicable fees, shall be returned to the Investor within thirty-one (31) business days, in accordance with the Withdrawal Policy outlined in this Agreement.

In the event that the Investor chooses to terminate the Agreement before the completion of the Initial Term, an early termination fee may apply to compensate for any administrative or trading costs incurred by the Company.

10.2.2 Termination by Company

The Company reserves the right to terminate this Agreement under the following conditions:

• Breach of Agreement: If the Investor breaches any material provision of this Agreement, including but not limited to failure to provide accurate information, non-compliance with applicable laws, or attempts to use the account for unlawful purposes, the Company may terminate the Agreement with immediate effect.
• Regulatory Requirements: If it becomes necessary for the Company to terminate the Agreement in order to comply with applicable laws or regulatory requirements, the Company shall provide the Investor with as much prior notice as is practical under the circumstances.
• Non-Performance of Account: If the Investor’s account is inactive for a period exceeding twelve (12) consecutive months, with no deposits, withdrawals, or investment activities, the Company may choose to terminate the Agreement. The Investor will be provided with a written notice of sixty (60) days before such termination takes effect.

10.2.3 Mutual Termination

This Agreement may be terminated at any time by mutual written consent of both the Company and the Investor. In the event of mutual termination, both parties will work together to ensure a smooth and orderly wind-down of the Investor's account, including the return of funds and the completion of any remaining obligations.

10.3 Effect of Termination

Upon termination of this Agreement, the following conditions will apply:

10.3.1 Cessation of Investment Activities

All investment activities will cease upon the effective date of termination. The Company will take steps to liquidate any open positions held in the Investor’s account in a manner that minimizes disruption and ensures the fair value of investments is realized to the extent possible. The liquidation process may require up to thirty-one (31) business days to complete, depending on the nature of the investments involved.

10.3.2 Return of Funds

Upon termination, the Company will return any remaining balance, including the principal amount and any accrued interest, to the Investor. The funds will be returned to the designated bank account on record for the Investor, subject to any applicable fees or penalties. The return of funds will be completed within thirty-one (31) business days of the effective termination date, in accordance with the Withdrawal Policy of this Agreement.

10.3.3 Continuing Obligations

Notwithstanding the termination of this Agreement, certain provisions shall remain in full force and effect. Specifically:

• Confidentiality Obligations: Both parties shall remain bound by the confidentiality obligations outlined in the Confidentiality section of this Agreement for a period of five (5) years following termination.
• Compliance with Applicable Laws: Both parties must continue to comply with all applicable legal and regulatory requirements relating to activities conducted prior to termination, including but not limited to tax reporting, anti-money laundering obligations, and financial disclosures.
• Indemnification: Any obligations of indemnification as described in this Agreement shall survive termination and continue to bind the parties.

10.3.4 Notice of Termination

The party initiating termination must provide written notice to the other party, specifying the effective date of termination and the reasons, if applicable. The written notice must be delivered through secure means, such as via the Company’s online portal, registered mail, or email, to ensure that both parties have a record of the termination request.

10.4 Termination Fees and Penalties

Depending on the circumstances and timing of the termination, certain fees or penalties may apply:

10.4.1 Early Termination Fee

If the Investor chooses to terminate this Agreement during the Initial Term, an early termination fee may be charged to cover administrative costs, trading fees, or penalties associated with the premature liquidation of positions. This fee will be clearly communicated to the Investor prior to the termination being finalized.

10.4.2 Liquidation Costs

In the event that open positions must be liquidated as part of the termination process, any costs or losses associated with the liquidation may be deducted from the Investor’s account balance. The Company shall take reasonable steps to minimize these costs and to ensure that the liquidation is conducted at fair market value.

10.4.3 Penalty for Non-Compliance

If termination is initiated due to a material breach of this Agreement by the Investor, the Company reserves the right to impose a penalty equivalent to any losses or damages incurred by the Company as a result of the breach. The penalty may include legal fees, administrative costs, and compensation for any negative impact on the Company’s reputation or operations.

10.5 Reinstatement After Termination

In certain cases, if an Investor’s account is terminated due to inactivity or non-renewal, the Investor may apply for reinstatement by completing a new registration and account setup process. The Company reserves the right to approve or deny such requests at its sole discretion. Reinstatement may be subject to additional administrative fees and updated terms, reflecting any changes to the Company’s policies since the initial termination.

The Term and Termination section is designed to provide a clear and transparent understanding of the duration of the Agreement and the circumstances under which termination may occur. Both parties are encouraged to review this section thoroughly to understand their respective rights and obligations, including the process for terminating the Agreement and any continuing obligations that remain in effect after termination.

10. Dispute Resolution

10.1 Governing Law

This Agreement, including but not limited to all of its terms, conditions, provisions, rights, obligations, covenants, representations, warranties, and promises, whether express or implied, shall be governed by and construed in accordance with the substantive and procedural laws of England and Wales. This choice of law shall apply regardless of any conflicts of law principles, doctrines, or rules that might otherwise result in the application of the laws of a different jurisdiction. For the avoidance of doubt, it is hereby expressly acknowledged and agreed that all matters arising from, related to, or connected with this Agreement shall, to the fullest extent permissible under applicable laws, be determined exclusively by reference to the laws of England and Wales.

The choice of the governing law as specified herein is a reflection of the Parties' mutual understanding, deliberate selection, and considered agreement, taking into account the predictability, stability, and sophistication of the legal system of England and Wales, which is widely regarded as providing a fair and balanced framework for the interpretation, enforcement, and adjudication of contractual relationships such as this Agreement. Such laws shall apply to all claims, disputes, actions, or proceedings of any kind whatsoever, whether in contract, tort, equity, or any other legal or equitable theory.

In the event of any ambiguity, vagueness, or uncertainty in the terms of this Agreement, the governing law of England and Wales shall prevail in resolving such issues, with due regard given to the principles of good faith, fair dealing, and the intent of the Parties at the time of entering into this Agreement. It is further agreed and acknowledged that the governing law clause is a material provision of this Agreement, and any deviation from its terms would constitute a fundamental alteration of the Parties’ understanding and mutual intent.

10.2 Arbitration Clause

Without prejudice to the foregoing, the Parties agree that any and all disputes, controversies, claims, or disagreements arising out of or in connection with this Agreement, including but not limited to its formation, interpretation, execution, performance, breach, termination, validity, or enforceability (each, a "Dispute"), shall be submitted to and resolved through arbitration as the sole and exclusive means of dispute resolution, save for instances explicitly excluded herein. Arbitration shall be binding upon the Parties and conducted in accordance with the rules and procedures of the International Chamber of Commerce ("ICC Rules"), as such rules may be amended, modified, or supplemented from time to time.

The arbitration shall be conducted before a panel of one or more arbitrators, the number of which shall be determined in accordance with the ICC Rules, provided that if the value of the claim or counterclaim exceeds the equivalent of one million United States dollars (USD 1,000,000), the arbitration shall be conducted before a panel of three arbitrators. Arbitrators shall be selected by mutual agreement of the Parties or, failing such agreement, in accordance with the appointment procedures set forth in the ICC Rules. Each arbitrator shall be impartial, independent, and possess relevant experience and expertise in the subject matter of the Dispute.

The seat or place of arbitration shall be London, United Kingdom, and the arbitration proceedings shall be conducted in the English language. The arbitration proceedings shall commence upon the issuance of a notice of arbitration by one Party to the other Party, which notice shall specify the nature of the Dispute, the relief or remedy sought, and the factual and legal grounds upon which such relief or remedy is based. The Parties shall cooperate in good faith to expedite the resolution of the Dispute in an efficient, timely, and cost-effective manner.

The arbitrator(s) shall have the authority to award any legal or equitable remedy or relief that a court of competent jurisdiction could order or grant under the governing law, including, without limitation, the issuance of injunctive relief, specific performance, damages, costs, and attorneys' fees. The award rendered by the arbitrator(s) shall be final, binding, and conclusive upon the Parties and may be enforced in any court of competent jurisdiction, subject only to the grounds for refusal or deferral of enforcement under the applicable arbitration laws or treaties, including but not limited to the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the "New York Convention").

Each Party shall bear its own costs and expenses of arbitration, including attorneys' fees, unless the arbitrator(s) determine otherwise in their award. The fees and expenses of the arbitrator(s) and the administrative costs of arbitration shall be shared equally by the Parties, subject to reallocation by the arbitrator(s) in their discretion based on the outcome of the arbitration.

10.3 Litigation as a Last Resort

Notwithstanding the foregoing arbitration clause, the Parties agree that, to the extent permitted by applicable law, certain Disputes may be resolved through litigation rather than arbitration, but only in the event that arbitration is not feasible, practicable, or legally permissible. Such circumstances may include, but are not limited to, instances where a Party seeks injunctive relief to prevent irreparable harm, enforcement of an arbitration award, or resolution of issues expressly excluded from arbitration by agreement of the Parties or applicable law.

Any litigation initiated pursuant to this section shall be brought exclusively in the courts of England and Wales, and each Party hereby irrevocably submits to the jurisdiction of such courts for such purposes. The Parties further waive any objection to the venue of such litigation on grounds of inconvenience, improper forum, or otherwise, and agree that service of process in any such litigation may be effected in accordance with the notice provisions of this Agreement.

10.4 Miscellaneous Provisions

The provisions of this Dispute Resolution clause shall survive the expiration, termination, or rescission of this Agreement, and shall remain binding upon the Parties notwithstanding any such expiration, termination, or rescission. If any provision of this Dispute Resolution clause is found to be invalid, illegal, or unenforceable, the remaining provisions shall not be affected thereby and shall be enforced to the fullest extent permitted by law.

11. Indemnification

11.1 Client Indemnification

The Client hereby agrees to indemnify, defend, and hold harmless the Company, including its officers, directors, employees, agents, affiliates, successors, and assigns (collectively referred to as the "Indemnified Parties"), from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, costs, expenses, and fees, including but not limited to reasonable attorneys' fees and court costs (collectively, "Losses"), arising out of, relating to, or in connection with:

• (a) Any breach, violation, or non-fulfillment of any representation, warranty, covenant, obligation, or undertaking made by the Client under this Agreement;
• (b) Any act, omission, negligence, misconduct, or intentional wrongdoing by the Client or any third party acting on the Client's behalf, whether directly or indirectly, in connection with the performance of this Agreement or the use of the Company's services, products, or resources;
• (c) Any infringement, misappropriation, or violation of intellectual property rights, proprietary rights, or privacy rights of the Company or any third party arising out of or in connection with the Client's actions or omissions;
• (d) Any claims, disputes, or demands brought by third parties against the Company that result from the Client's use, misuse, or abuse of the Company's services, products, or resources, including but not limited to claims related to fraud, misrepresentation, or unauthorized activities; and
• (e) Any violation of applicable laws, regulations, rules, or orders by the Client, whether intentional or unintentional, in connection with its obligations or activities under this Agreement.

The Client’s obligation to indemnify shall extend to any Losses incurred by the Indemnified Parties as a direct, indirect, or consequential result of any of the foregoing, provided that the Indemnified Parties notify the Client promptly of any claim for which indemnification is sought. Such notification shall include reasonable details regarding the nature of the claim, the facts underlying the claim, and the relief or remedy being sought.

The Client further agrees to assume and bear full responsibility for all costs and expenses incurred in the investigation, defense, settlement, or resolution of any claims, actions, or proceedings covered by this indemnification clause, subject to the Company's prior written consent for any settlements or compromises. The Client’s obligations hereunder shall survive the expiration, termination, or rescission of this Agreement and shall remain binding upon the Client notwithstanding such expiration, termination, or rescission.

11.2 Company Indemnification

The Company, in turn, agrees to indemnify, defend, and hold harmless the Client, including its officers, directors, employees, agents, affiliates, successors, and assigns (collectively referred to as the "Client Indemnified Parties"), from and against any and all Losses arising out of, relating to, or in connection with:

• (a) Any breach, violation, or non-fulfillment of any representation, warranty, covenant, obligation, or undertaking made by the Company under this Agreement;
• (b) Any act, omission, negligence, misconduct, or intentional wrongdoing by the Company or any third party acting on the Company's behalf, whether directly or indirectly, in connection with the performance of its obligations under this Agreement;
• (c) Any infringement, misappropriation, or violation of intellectual property rights, proprietary rights, or privacy rights of the Client or any third party arising out of or in connection with the Company's actions or omissions;
• (d) Any claims, disputes, or demands brought by third parties against the Client that result from the Company's provision of services, products, or resources, including but not limited to claims related to defects, non-compliance, or unauthorized activities; and
• (e) Any violation of applicable laws, regulations, rules, or orders by the Company, whether intentional or unintentional, in connection with its obligations or activities under this Agreement.

The Company's obligation to indemnify shall extend to any Losses incurred by the Client Indemnified Parties as a direct, indirect, or consequential result of any of the foregoing, provided that the Client Indemnified Parties notify the Company promptly of any claim for which indemnification is sought. Such notification shall include reasonable details regarding the nature of the claim, the facts underlying the claim, and the relief or remedy being sought.

The Company further agrees to assume and bear full responsibility for all costs and expenses incurred in the investigation, defense, settlement, or resolution of any claims, actions, or proceedings covered by this indemnification clause, subject to the Client's prior written consent for any settlements or compromises. The Company's obligations hereunder shall survive the expiration, termination, or rescission of this Agreement and shall remain binding upon the Company notwithstanding such expiration, termination, or rescission.

11.3 Indemnification Procedures

In the event that either Party (the "Indemnified Party") seeks indemnification from the other Party (the "Indemnifying Party") pursuant to this Section 11, the following procedures shall apply:

• (a) The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim, demand, or action for which indemnification is sought, providing sufficient details to enable the Indemnifying Party to evaluate the claim and prepare a defense. Failure to provide timely notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that such delay materially prejudices the defense of the claim.
• (b) The Indemnifying Party shall assume and control the defense of the claim, using legal counsel reasonably acceptable to the Indemnified Party. The Indemnified Party shall cooperate fully with the Indemnifying Party in the defense of the claim and may participate in the defense at its own expense.
• (c) The Indemnifying Party shall not settle or compromise any claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned, or delayed. Any settlement that imposes a material obligation, liability, or restriction on the Indemnified Party shall require the Indemnified Party's express written approval.
• (d) The Indemnified Party shall mitigate its losses to the extent reasonably practicable and shall not take any actions that would increase the Indemnifying Party’s liability unnecessarily.

These procedures are intended to ensure a fair and efficient resolution of claims while preserving the rights and interests of both Parties. Any disputes regarding the application of this indemnification clause shall be resolved in accordance with the Dispute Resolution provisions of this Agreement.

12. Limitation of Liability

12.1 General Limitation of Liability

To the fullest extent permitted by applicable law, the Company, including its officers, directors, employees, agents, affiliates, successors, assigns, and any third-party service providers (collectively, the "Covered Parties"), shall not be liable to the Client or any third party for any indirect, incidental, consequential, special, exemplary, punitive, or other similar damages of any kind, including but not limited to damages for loss of profits, loss of revenue, loss of goodwill, loss of business opportunities, loss of data, or business interruption, regardless of whether such damages were foreseeable, and regardless of whether the Covered Parties were advised of, knew of, or should have known of the possibility of such damages.

The Client acknowledges and agrees that this limitation of liability reflects a reasonable and fair allocation of risk between the Parties in light of the nature of the Agreement, the resources available to each Party, and the potential liabilities that could arise in connection with the performance or non-performance of the obligations set forth herein. The Parties further acknowledge that the limitations set forth in this Section are a material condition of the Company entering into this Agreement, and that absent such limitations, the Company would not have agreed to provide its services, products, or resources to the Client.

12.2 Exclusions from Liability

Without limiting the generality of the foregoing, the Covered Parties shall not be liable for any Losses arising out of, related to, or in connection with:

• (a) The Client's use, misuse, or inability to use any services, products, or resources provided by the Company, including any delays, interruptions, errors, defects, or failures in the delivery or performance of such services, products, or resources;
• (b) Any inaccuracies, omissions, or errors in any information, data, or materials provided by the Company, unless such inaccuracies, omissions, or errors result from the Company’s gross negligence, willful misconduct, or fraudulent acts;
• (c) Any third-party services, products, or resources that are utilized by the Client in connection with the Company’s services, products, or resources, including any Losses resulting from the failure, unavailability, or performance of such third-party services;
• (d) Any acts, omissions, or breaches of this Agreement by the Client or any third party acting on the Client’s behalf, whether authorized or unauthorized, intentional or unintentional;
• (e) Any circumstances or events beyond the reasonable control of the Company, including but not limited to force majeure events such as acts of God, natural disasters, wars, pandemics, labor disputes, governmental actions, and failures of public or private infrastructure; and
• (f) Any loss, corruption, or unauthorized access to data or information resulting from the Client’s failure to implement and maintain appropriate security measures or safeguards.

The exclusions set forth in this Section 12.2 are intended to limit the liability of the Covered Parties to the greatest extent legally permissible, and shall apply regardless of the legal theory upon which a claim is based, whether in contract, tort (including negligence), strict liability, or otherwise.

12.3 Aggregate Liability Cap

Notwithstanding anything to the contrary contained in this Agreement, the total aggregate liability of the Covered Parties to the Client for any and all claims, damages, liabilities, or Losses arising out of, related to, or in connection with this Agreement shall not exceed the lesser of:

• (a) The total fees or amounts paid by the Client to the Company under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim; or
• (b) Fifty Thousand United States Dollars (USD 50,000), or its equivalent in the applicable currency at the time of the claim.

The Parties agree that this aggregate liability cap represents a reasonable allocation of risk and responsibility, taking into account the potential consequences of a breach or failure of this Agreement, and is not intended to deprive either Party of a meaningful remedy for significant Losses resulting from gross negligence, willful misconduct, or other egregious acts.

12.4 Exceptions to Limitations

The limitations of liability set forth in this Section 12 shall not apply to:

• (a) Any liability arising from the gross negligence, willful misconduct, or fraudulent acts of the Covered Parties;
• (b) Any liability arising from the Company’s indemnification obligations under this Agreement, as set forth in Section 11; and
• (c) Any liability that cannot be excluded or limited under applicable law, including but not limited to liability for death or personal injury caused by the Covered Parties’ negligence.

In such cases where the limitations of liability are deemed inapplicable, unenforceable, or invalid, the remaining provisions of this Section 12 shall continue to apply to the fullest extent permissible under applicable law.

12.5 Survival of Limitations

The provisions of this Section 12 shall survive the expiration, termination, or rescission of this Agreement and shall remain binding upon the Parties notwithstanding such expiration, termination, or rescission. The Parties expressly agree that the limitations set forth herein shall continue to govern and restrict any claims, actions, or proceedings arising out of or related to this Agreement, regardless of when such claims, actions, or proceedings are initiated.

By entering into this Agreement, the Client acknowledges and accepts the limitations of liability as an integral and material term of this Agreement, and agrees that the limitations, exclusions, and caps set forth herein are reasonable and enforceable in all respects.

13. Miscellaneous Provisions

13.1 Amendments

This Agreement may only be amended, modified, supplemented, or altered by a written instrument that expressly references this Agreement and is executed by duly authorized representatives of both Parties (the "Amendment"). Any purported amendment, modification, supplement, or alteration that does not comply with the foregoing requirements shall be null, void, and of no legal effect. For the avoidance of doubt, no verbal agreements, informal communications, or implied understandings between the Parties shall constitute an amendment to this Agreement.

The Parties expressly agree that any proposed Amendment must be negotiated in good faith, taking into account the mutual interests, expectations, and objectives of the Parties as set forth herein. Amendments shall not be unreasonably withheld, delayed, or conditioned by either Party if such amendments are reasonably necessary to address changes in law, industry practices, or other relevant circumstances that may arise during the term of this Agreement. The Parties further acknowledge and agree that the Company reserves the right to propose amendments to this Agreement to reflect updates to its policies, practices, or regulatory obligations, subject to the Client's written consent.

13.2 Assignment

Neither Party may assign, delegate, transfer, or otherwise dispose of any of its rights, obligations, or interests under this Agreement (each, an "Assignment") without the prior written consent of the other Party, which consent shall not be unreasonably withheld, delayed, or conditioned. Any Assignment attempted in violation of this Section 13.2 shall be null, void, and of no legal effect, and shall constitute a material breach of this Agreement.

Notwithstanding the foregoing, the Company may, without the Client's prior consent, assign this Agreement to any affiliate, successor, or acquirer in connection with a merger, acquisition, consolidation, corporate restructuring, or sale of substantially all of the Company's assets, provided that the assignee agrees in writing to assume and perform all of the Company’s obligations hereunder. In such cases, the Company shall provide written notice to the Client within thirty (30) days of such Assignment.

For the avoidance of doubt, any Assignment permitted under this Section shall not relieve the assigning Party of its obligations hereunder unless expressly agreed otherwise in writing. The Parties further agree that this Agreement shall be binding upon and inure to the benefit of their respective successors and permitted assigns.

13.3 Notices

All notices, demands, requests, consents, approvals, or other communications required or permitted under this Agreement (collectively, "Notices") shall be in writing and shall be deemed duly given when:

• (a) Delivered personally to the recipient, with written acknowledgment of receipt;
• (b) Sent by registered or certified mail, return receipt requested, postage prepaid, to the recipient’s designated address;
• (c) Sent by a recognized international courier service with tracking capabilities, with confirmation of delivery; or
• (d) Sent by electronic mail (email) to the recipient’s designated email address, provided that the sender retains proof of transmission and no undeliverable or error message is received.

Notices shall be deemed effective upon the earliest of the following: (i) the date of actual receipt, (ii) the date of acknowledgment of receipt, or (iii) five (5) business days after mailing or courier dispatch, as applicable. Each Party agrees to designate in writing its respective address, contact person, and email address for purposes of receiving Notices, and to update such designation promptly upon any changes. Notices sent without adherence to this Section 13.3 shall not be deemed valid or effective for purposes of this Agreement.

13.4 Entire Agreement

This Agreement, including all exhibits, schedules, appendices, and other documents expressly incorporated herein by reference, constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous agreements, representations, warranties, promises, covenants, understandings, or communications, whether written or oral, express or implied, between the Parties regarding such subject matter.

The Parties acknowledge and agree that no representations, warranties, promises, or statements of any kind, whether express or implied, have been made by either Party or relied upon by the other Party in entering into this Agreement, except as expressly set forth herein. Any prior drafts, negotiations, or discussions of this Agreement shall have no legal effect and shall not be used as evidence to interpret or construe this Agreement. For the avoidance of doubt, this Section 13.4 is intended to ensure that this Agreement constitutes the exclusive and complete statement of the Parties’ understanding and intent regarding the subject matter hereof.

13.5 Survival

The provisions of this Section 13, as well as any other provisions of this Agreement that by their nature or context are intended to survive expiration, termination, or rescission of this Agreement, shall so survive and remain binding upon the Parties notwithstanding such expiration, termination, or rescission.

By entering into this Agreement, the Parties expressly acknowledge and agree to the foregoing miscellaneous provisions, which are an integral part of the Agreement and necessary to ensure clarity, enforceability, and effective administration of the Parties' rights and obligations hereunder.

14. Acceptance of Agreement

By proceeding with the sign-up process, clicking the "I Agree" button, or otherwise accessing or using the services, products, or resources provided by the Company, the Client hereby acknowledges, affirms, and agrees that:

• (a) The Client has read, reviewed, and fully understands the terms and conditions set forth in this Agreement, including all exhibits, schedules, and appendices incorporated herein by reference.
• (b) The Client agrees to be bound by the terms, conditions, obligations, and commitments of this Agreement in their entirety, without reservation, limitation, or qualification.
• (c) The Client has had an opportunity to seek independent legal advice, consult with advisors, or obtain clarification regarding any provisions of this Agreement prior to accepting its terms.
• (d) The Client’s act of continuing the sign-up process constitutes a binding acceptance of this Agreement and creates a valid, enforceable contract between the Client and the Company.

If the Client does not agree to any term or condition of this Agreement, the Client must not proceed with the sign-up process or access, use, or rely upon any services, products, or resources provided by the Company. By choosing to proceed, the Client expressly waives any right to claim that they have not reviewed, understood, or agreed to the terms of this Agreement.

The Company reserves the right to retain evidence of the Client’s acceptance of this Agreement, including but not limited to digital records, timestamps, and electronic signatures, which shall serve as conclusive proof of the Client’s agreement to the terms set forth herein.

By continuing to sign up, you agree to all terms and conditions of this Agreement in their entirety.

16. Referral Program

16.1 Referral Rewards

As part of our Referral Program, the Company agrees to share twenty-five percent (25%) of the net revenue generated by users ("Referred Users") who are referred to the platform by you ("Referrer"). This reward is calculated based on the revenue generated by Referred Users each calendar month and is credited to the Referrer's account balance accordingly. For clarity, "net revenue" refers to the revenue earned by the Company from Referred Users after deducting any applicable taxes, fees, and other operational costs.

16.2 One-Time Bonus for Large Deposits

In addition to the ongoing revenue share, the Company will pay a one-time bonus of fifty pounds (£50) to the Referrer when a Referred User deposits a total amount exceeding one thousand pounds (£1,000) into their account. This bonus is payable within five (5) business days of the Referred User meeting the deposit threshold.

For clarity, the deposit threshold refers to cumulative deposits made by the Referred User, not limited to a single transaction. The Company reserves the right to verify the legitimacy of deposits to prevent abuse, fraud, or gaming of the Referral Program.

16.3 Reward Calculation and Payout

Both the ongoing referral rewards and the one-time bonus will be credited to your account balance as follows:

• (a) Referral rewards based on monthly revenue will be credited by the fifth (5th) business day of the following calendar month.
• (b) One-time bonuses for large deposits will be credited within five (5) business days of verification of the deposit threshold.

The Company reserves the right to audit, adjust, or withhold rewards or bonuses if discrepancies or violations of this Agreement are identified.

16.4 Eligibility and Conditions

To participate in the Referral Program and receive rewards:

• (a) You must be an active user of the platform with a verified account.
• (b) Referred Users must sign up using your unique referral code provided by the Company.
• (c) Referred Users must meet the deposit threshold (if applicable) and actively engage with the platform's services.

The Company reserves the right to revoke or deny rewards or bonuses for referrals obtained through fraudulent, deceptive, or unauthorized means, including but not limited to fake accounts, spam, or misuse of promotional materials.

16.5 Account Balance and Usage

Rewards and bonuses credited to your account balance may be used in accordance with the platform's terms and conditions, including withdrawal options where applicable. Account balances are non-transferable and may not be redeemed for cash except as explicitly permitted by the platform's policies.

16.6 Termination of Referral Program

The Company reserves the right to modify, suspend, or terminate the Referral Program at any time, with or without prior notice. In the event of termination, any pending rewards or bonuses for revenue generated or deposits made up to the date of termination will be credited to your account balance in accordance with this Section.

16.7 No Guarantee of Earnings

While the Referral Program is designed to reward users for bringing new business to the platform, the Company makes no guarantees regarding the amount of revenue that may be generated by Referred Users, the frequency with which rewards may be credited, or the likelihood of a Referred User meeting the deposit threshold. Participation in the Referral Program is subject to the terms and conditions of this Agreement and does not constitute an employment or agency relationship with the Company.

Thank you for helping us grow the platform. We value your contributions and look forward to rewarding your efforts!

16.8 Revenue Sharing and Platform Fee

The Company operates on a transparent and performance-based model designed to align our success with yours. To sustain the platform, support its ongoing operations, and continue providing you with innovative services, the Company retains a service fee of twenty percent (20%) of the net revenue generated from the funds you have deposited with us. This revenue is typically derived from the interest, yields, or other earnings generated through the investment or utilization of your funds on the platform ("Generated Revenue").

The remaining eighty percent (80%) of the Generated Revenue is credited directly to your account balance as your earnings, representing your share of the returns. By retaining a modest portion of the Generated Revenue, the Company is incentivized to optimize performance and maximize returns on your behalf. Simply put, the more money you earn, the more the Company earns, fostering a mutually beneficial relationship where your financial growth directly drives the platform's success.

The Company’s twenty percent (20%) service fee covers essential costs and responsibilities, including but not limited to:

• (a) Developing, maintaining, and enhancing the platform to ensure a seamless and user-friendly experience;
• (b) Researching and identifying optimal investment opportunities or revenue-generating strategies to maximize your returns;
• (c) Providing ongoing support and resources, including customer service and account management;
• (d) Covering operational expenses, regulatory compliance requirements, and associated risks inherent to managing and growing your funds.

16.9 Incentive Alignment

The revenue-sharing model ensures that the Company is financially motivated to work in your best interest. By tying our earnings to the performance of your funds, we are dedicated to implementing strategies, tools, and processes that prioritize your financial growth. Unlike traditional fixed-fee structures that operate independently of your returns, our service fee directly reflects the value created for you.

For example, if your funds generate £1,000 in a given period, the Company will retain £200 (20%) as its fee, while the remaining £800 (80%) will be credited to your account as your share of the Generated Revenue. This structure ensures that your earnings are maximized while enabling the Company to reinvest in the tools and resources required to continue delivering high performance.

16.10 Transparency and Accountability

The Company is committed to full transparency in calculating and applying the revenue-sharing split. All fees retained by the Company, as well as the earnings credited to your account, will be itemized and clearly displayed in your account dashboard. You will have access to detailed records of how your funds are performing and how the service fee has been calculated for each earnings period.

By using the platform, you acknowledge and accept this revenue-sharing model, including the twenty percent (20%) service fee retained by the Company. The Company reserves the right to adjust the service fee percentage or structure with prior notice, but any changes will be implemented transparently and in a manner that upholds the mutual interests of both the Company and its users.

Your success is our success. The better we perform for you, the more we both benefit.