Defenition: References to product(s) in these Terms and Conditions are intended to be used in the sense of financial products.

We write ALL ROAD TRUSTS MANAGEMENTS MARKET LIMITED as ALL ROAD GROUP in these documents.

With regard to leveraged transactions, this depends on the individual B2B contract with ALL ROAD GROUP.

As a general rule, the content read and agreed upon in writing is considered to have been fulfilled by both parties in the contract.

CLIENT AGREEMENT / TERMS AND CONDITION

ALL ROAD TRUSTS MANAGEMENTS MARKET LIMITED

ALL ROAD TRUSTS MANAGEMENTS MARKET LIMITED is a company incorporated with limited liability under the laws of Comoros Union, East Africa, under registration with its registered address at Fomboni, Autonomous Island of Mwali, Comoros Union, East Africa.

TERMS AND CONDITIONS

VERSION 1

FEBRUARY 2023

IMPORTANT NOTICES

PLEASE READ CAREFULLY

ALL ROAD GROUP PROVIDES AN EXCUTION SERVICE, INVESTMENT SERVICES AND MANAGEMENT SERVICES.

FINANCIAL PRODUCTS AND FX ARE COMPLEX INSTRUMENTS. THEY COME WITH A HIGH RISK OF LOSING MONEY RAPIDLY DUE TO LEVERAGE. YOU SHOULD CONSIDER WHETHER YOU UNDERSTAND HOW FINANCIAL PRODUCTS AND FX WORK, AND WHETHER YOU CAN AFFORD TO INCUR LOSSES AND HAVE THE APPROPRIATE RISK APPETITE. A USEFUL EXPLANATION OF THE RISKS ASSOCIATED WITH OUR TRANSACTIONS IS SET OUT IN THE RISK WARNING DISCLOSURE AVAILABLE ON OUR WEBSITE. YOU SHOULD ENSURE YOU FULLY UNDERSTAND SUCH RISKS BEFORE OPENING OR CLOSING A POSITION WITH US.

IMPORTANT SUMMARY

These terms and conditions (the Terms) set out the terms of the contract between you and us for the provision of our Services. In particular, the Terms govern each Position you open or close out with us.

A current and definitive copy of these Terms (as amended, restated or supplemented from time to time) will be available to you on our Website.

Trading in our Products is not appropriate for everyone. We consider that our Products should only be traded by a person who: (i) has the ability to bear a 100% loss of all funds invested, and (ii) has a high-risk tolerance.

Risks

The value of the underlying financial instruments, to which you gain an exposure via a CFD or another Product, may fluctuate. You should make sure you understand the risks involved in trading our Products and that you take appropriate independent advice where necessary.

Our products are in principle leveraged at 1:1 and are of a direct investment nature. Although they therefore have a lower risk of loss than leveraged products, they do carry risk and are intended for businesses that can tolerate this risk. Our Products may not be suitable for every client. A further detailed explanation of the risks associated with trading our Products is set out in our Risk Warning Disclosure and the Guidance Newletter.

You have no interest in the underlying financial instrument

The trading of our Products does not give you a right to the underlying financial instrument, because a CFD represents a notional value. For example, where the Product is a share CFD you do not have an interest in the underlying share, nor does the CFD grant you a right of ownership in the underlying share.

The trading you conduct with us is not conducted on an exchange or a Market. We act as counterparty to a Position, and as such your Positions are notional and may not be transferred.

You are responsible for your decisions

ALL ROAD GROUP provides an execution service, investment services and management services.

You must rely on your own judgement or discretion (or that of an independent third party advisor or consultant) in deciding whether or not to open or close out a Position.

You must act only for yourself (as principal) and not on behalf of others

We will deal with you on the basis that you act as principal and not as agent for an undisclosed person.

This means that we will treat you as our client and the money in your account as your money, for all purposes, and you will be directly and personally responsible for performing your obligations under each Position you open or close out.

If you act in connection with or on behalf of someone else, whether or not you identify that person to us, we will not accept that person as an indirect customer of ours and we will not accept or owe an obligation to them.

Furthermore, if another person operates your account on your behalf we may terminate these Terms or close any open Positions, without prior notice.

Complaints

We take complaints very seriously and have in place internal procedures to ensure that a complaint is dealt with promptly and fairly.

If you would like to make a complaint, please contact us in writing via the communication methods set out below to raise your complaint.

We will aim to investigate and resolve your complaint to the best of our ability within forty days.

Details of our complaint procedure can be found on our Website.

Market abuse

By trading with us you are likely subject to various market abuse regimes. Accordingly, you must not carry out trading activity that could be considered Market Abuse.

If you carry out an activity which is reasonably considered as obtaining as improper trading we reserve the right to void or cancel part or all of your Positions, close all of your trading accounts, terminate these Terms, seize your improperly earned profits, or take such other action that we consider appropriate.

THIS SECTION IS A SUMMARY OF SOME KEY TERMS THAT GOVERN OUR RELATIONSHIP WITH YOU.

THIS SECTION IS NOT EXHAUSTIVE AND MUST NOT BE RELIED ON IN DECIDING TO ENTER INTO THESE TERMS OR OPEN OR CLOSE OUT A POSITION WITH US. YOU MUST READ THESE TERMS IN ITS ENTIRETY BEFORE ACCEPTANCE.

SECTION 1

ACCOUNT OPENING

1.1 Accepting you as a client

Client onboarding consists of various processes and procedures which assess the suitability of your application to become a client. Accordingly, we reserve the right to decline an application to become a client, at our sole discretion and without providing a reason.

1.2 KYC and CDD checks

1.2.1 Prior to opening your Account (and at any time thereafter), we will carry out or refresh KYC and CDD checks in accordance with Applicable Regulations and our internal Policies and requirements. You agree to promptly provide us with all the information we require from you.

1.2.2 You agree and acknowledge that we may use various organisations to verify the details you have provided to us, including but not limited to, Acuris KYC6 and Jumio.

1.3 No responsibility for actions of an Introducing Party

If you are introduced to us by a third party (an “Introducing Party”), you acknowledge and agree that:

(a) our responsibility is limited to our Services, which are execution service, investment services and management services.

(b) we have no responsibility or obligation, and give no warranty, representation or endorsement, regarding the conduct, action, representation, advice, recommendation or statement of an Introducing Party on which you have, or may have, relied on at the time of entering into, or during the life cycle, of a Position;

(c) subject to MISA Rules, we have no responsibility or obligation to verify the legal standing or regulatory status of an Introducing Party; and

(d) unless we have confirmed otherwise to you in writing:

(i) an Introducing Party is an independent intermediary;

(ii) an Introducing Party is not our agent, representative or Affiliate; and

(iii) an Introducing Party is not authorised to make a representation or statement regarding us, our Affiliates or our Services.).

1.4 Operating your Account via an Authorised Third Party

1.4.1 In order to appoint an Authorised Third Party, an appointment letter and limited power of attorney, in the form acceptable to us, will be signed by you addressed to the Authorised Third Party and us. Such appointment letter and limited power of attorney will form part of these Terms.

1.4.2 Where you decide to appoint an Authorised Third Party to manage or operate your Account, you do so at your own risk.

1.4.3 You will remain liable for an act or omission by an Authorised Third Party. We will rely on Orders or other instructions given to us by the Authorised Third Party, and we will accept and act on such Orders or other instructions in good faith and without further enquiry or further monitoring of the Authorised Third Party’s compliance with instructions relating to the application of trading or investment strategies.

1.5 Account Security:

1.5.1 It is your responsibility to keep your Security Information confidential.

1.5.2 Other than when you securely access your Account, we, including our employees, associates, directors, agents and Affiliates, will never ask you for your Security Information. We will never ask you for your username or password and you should not share such Security Information with another person. You agree that you will not disclose your Security Information to another person.

SECTION2

OUR ACTIVITIES AND SERVICES

2.1 Our business model

2.1.1 Deal on execution service, investment services and management services basis. We do not advise on the merits of particular Positions, the timing or amount of a deposit or withdrawal of funds, or their tax consequences.This does not apply to financial and other instruments.

2.1.2 Straight through processing broker. We are a straight through processing broker and quote the prices provided to us by certain Liquidity Providers from whom we source prices electronically through our Electronic Trading Services. Subject to sub-clause 2.1.3 below, such quotes represent prices at which we are prepared to deal with our clients.

2.1.3 A quote is not an offer to open or close a Position. A quote provided by us is indicative only and is not an offer to open or close a Position at the quoted price. A Position is opened at the quoted price only once an Order is accepted by us.

2.1.4 No reliance. We will not, and are prohibited from, providing you with:

(a) advice on the merits of a Position;

(b) recommendations in relation to an open Position; or

(d) This does not apply to financial and other instruments.

You should not rely on an opinion, research or analysis expressed or published by us or our Affiliates as being a recommendation or advice in relation to a Position.

2.1.5 Information not representation on suitability.

In the course of our Services to you, we may, at our absolute discretion, provide you with:

(a) information in respect of a Position (specifically in respect of related procedures and risks and method of minimising such risks); and

(b) market views, trading ideas or other information, including information about our Products and Services or make other statements to you concerning investments and investment strategy.

In providing you with such information we make no representation as to the merits, risks or suitability of an Order, Position, investment strategy or market condition. Information provided by us is not a recommendation, nor will it represent a comprehensive or verified assessment of the Position or the relevant market. You should not treat any information or statement, including information about our Products and Services, as investment advice on the suitability of any investment for you.

Nevertheless, if one of our employees makes a statement (whether in response to your request for information or otherwise) regarding a Position, Product or the market, you acknowledge and agree that you will not be entitled to rely on such statement as investment advice or a recommendation.

2.1.6 Independent appraisal. When you place an Order or open or close a Position, you represent that you have made your own independent appraisal into the risks of the Position, investment or investment strategy. You represent that you have sufficient knowledge, market sophistication, experience, or that you have sought independent professional advice, to make your own evaluation of the merits and risks associated in trading with us.

2.1.7 No fiduciary duty. Unless specifically agreed between us in writing, providing a Service to you will not give rise to any fiduciary or equitable duties on our part, on part of our Affiliates or our employees. You agree that nothing contained in these Terms will create a fiduciary, trustee, agency, joint venture or partnership relationship between you and us, you and our Affiliates or you and our employees.

2.2 Investment Services and Activities

We provide the following investment services and activities:

(a) trading in global markets; and

(b) trading in local market.

2.3 Products

Our list of Products will be updated on our Website from time to time. Please note that you should not assume that we will agree to offer some or all of these Products to you. Our willingness to offer one or more Products to you will be determined by our internal Policies and such other factors and considerations we determine at our sole discretion.

2.4 Communications on our Services and Products

We may contact you to discuss our Services and Products, and you agree that we may call you without an express invitation to do so. We may also provide you with general trading recommendations, market commentary and other information on our Platform, Website, through electronic communications or otherwise and you agree that we may contact you in such a way without an express invitation to do so. The fact that we make such a call or otherwise contact you does not imply that we consider our Services or Products suitable for you or that we are providing you with a personal recommendation or advice.

SECTION3

PLACING AN ORDER

3.1 Overview

3.1.1 You may open or close out a Position with us (whether as a “buy” or a “sell”), by placing an Order at the quoted price.

3.1.2 A quote is based on either:

(a) the bid and offer price of the applicable instrument on the Underlying Market; or

(b) the bid and offer price quoted on the Platform.

3.1.3 A quote we provide to you is valid only at the time it has been provided and is subject to change. Therefore, spreads, market spreads as well as the cost of opening or closing out a Position change significantly depending on the prevailing market conditions and our quoted price.

3.2 Placing an Order

3.2.1 You may place an Order electronically through the Platform, unless we notify you that instructions for an Order can be given in an alternative manner.

3.2.2 We will only act upon an Order once received by us and we will have no liability to you for any loss or damage that may arise from delayed receipt of an Order, or non-receipt of an Order.

3.3 Right not to accept an Order

We may, but have no obligation to, accept an Order. If we decline an Order, we will not be obligated to give you a reason. We shall, subject to Applicable Regulations, promptly notify you if we decline an Order, but will not be liable for any expense, loss or damage you incur by reason of an omission to notify you.

3.4 Amending an Order

Once given, an Order may only be withdrawn or amended with our consent.

3.5 Cancellation of an Order

A request to cancel an Order may only be accepted by us if we have not acted upon such Order.

3.6 Order handling

3.6.1 Order execution Policy:

(a) We execute orders in accordance with our Order execution Policy, a copy of which is available on our Website. The Order execution Policy is part of these Terms. By accepting these Terms, you consent to the Order execution Policy.

(b) We shall use our reasonable endeavours to execute an Order promptly, but in accepting your Order we do not warrant that it will be possible to execute such Order or that the Order will be executed according to your instructions. We shall carry out an Order only when the relevant Market or Underlying Market is open for dealing, and we shall deal with an Order received outside Market or Underlying Market hours as soon as practicable, when that relevant Market or

Underlying Market is next open for business (in accordance with the rules of that Market or Underlying Market). On occasion, this may result in you obtaining a less favourable price once your Order has been executed. You acknowledge and agree that we will not be liable to you as a result of such less favourable price being obtained.

3.6.2 Aggregation of an Order: We reserve the right to aggregate your Order with Orders placed by other clients. Aggregation means that we may combine your Order with those of other clients for execution as a single Order. On occasion, aggregation may result in you obtaining a less favourable price once your Order has been executed. You acknowledge and agree that we will not be liable to you as a result of such less favourable price being obtained.

3.7 Authority

3.7.1 You authorise us to act on an Order given by you, orally or in writing, through authorised channels such as the Platform, live chat, or through specified phone, e-mail or instant messaging channels.

3.7.2 You agree that:

(a) you shall hold us harmless from all losses, costs, fees, damages, expenses, claims, suits, demands and liabilities whatsoever that we may suffer or incur or that may be brought against us, in any way relating to or arising out of our acting upon any such instructions, Orders or information received from you;

(b) you shall bear the risk of all Orders or instructions given on the Platform. You shall hold us harmless from all losses, costs, fees, damages, expenses, claims, suits, demands and liabilities whatsoever if it transpires that any such Order or instruction was unauthorised, or fraudulent; and

(c) you shall indemnify us against any liabilities that we may incur or that may arise as the result of legal or other actions brought against us, arising out of our acting upon, delay in acting upon or refusal to act upon any such Order, instructions or information.

3.7.3 Without derogating from the above, we will not be obligated to act in accordance with an Order or instruction if we reasonably believe that:

(a) the person who provided such an Order or instruction was acting in excess of their authority;

(b) acting upon such an Order or instruction would infringe upon Applicable Regulations, our Policies or these Terms; or

(c) in the event that we have accepted an Order that we later suspect falls within sections (a) or (b) of this clause, we may, in our absolute discretion, either close out such Positions at the then prevailing price quoted on the Platform or treat that Position as having been void from the outset.

3.7.4 Nothing in this clause 3.7 (Authority) will be construed as an obligation on our part to inquire about the authority of a person who purports to represent you.

3.8 Control of an Order

We have the right to, at our discretion, set a limit or a parameter to control your ability to place an Order or to give instructions. Such limit or parameter may be amended, increased, decreased, removed or added, and may include:

(a) the Margin requirements;

(b) maximum Order amount and maximum Order size;

(d) the price at which an Order may be submitted (to include (without limitation) controls over an Order which is at a price that differs from the market price at the time the Order is submitted); and

(e) any other limit or parameter which we may be required to implement in accordance with Applicable Regulations, Policies and these Terms.

3.9 Position limits imposed by a Market, an Underlying Market or us

A limit on your Positions may be imposed by a Market or an Underlying Market and we may require you to limit the number of open Positions which you may have with us at any time and we may in our sole discretion close out one or more Positions in order to ensure that such Position limits are maintained.

3.10 Trading relationship

Our trading relationship with you is subject to the following:

(a) the terms and conditions of a Market or Underlying Market, including an intermediate, executing or clearing broker;

(b) Applicable Regulations

(d) other terms agreed between us.

3.11 Market action

If a Market or an Underlying Market takes an action which affects a Position, or becomes insolvent or is suspended from operating, then we may take any action, including an action which may affect a Position or these Terms, which we, in our discretion, consider necessary to mitigate losses incurred. Such actions will be binding on you.

If a Market or an Underlying Market makes an enquiry in respect of you, an Authorised Third Party, or a Position, you agree to co-operate with us and to promptly supply the information requested, taking into account the MISA Rules.

3.12 Governmental, regulatory and law enforcement Action

If a governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation anywhere in the world takes an action which affects our relationship with you or a Position, then we may take such action, which we in our discretion, consider necessary.

If an authority listed above makes an enquiry in respect of you or a Position, you agree to co-operate with us and promptly supply the information requested to us and the relevant authority, taking into account the MISA Rules.

3.13 Market abuse and conduct

If we reasonably believe that you (including an Authorised Representative) have, or have attempted to, manipulate our quote, execution process or the Platform, or have attempted some form of Market Abuse, we may in our discretion, without notice to you, do one or more of the following (to the extent permitted by the MISA Rules):

(a) claim any money you owe us under a Position;

(b) treat all of your open Positions as void from their inception;

(d) close out your open Positions;

(e) adjust the Equity in your Account;

(f) suspend or terminate your Account;

(g) terminate these Terms without the need for a court order; and

(h) take such other action as we consider appropriate.

You agree that you will not engage in Market Abuse, or require or encourage another to do so, or otherwise contravene similar requirements under Applicable Regulations.

You warrant, represent and undertake that you are aware of, and understand the, Applicable Regulations relating to Market Abuse. You acknowledge and agree that we may monitor your Orders, and that we have a legal obligation to make certain reports to the relevant authorities, and to supply information to them about you and your Positions.

3.14 Anti-money laundering

3.14.1 To the extent that this section applies to you, you represent, warrant and undertake to us and, furthermore, each time you give us an Order or open or close out a Position with us, you will be deemed to represent, warrant and undertake to us that:

(a) you are now and will be at all times, acting in compliance with all applicable legislation, regulations and guidance concerning anti-money laundering; and

(b) the funds that we receive from you do not represent the proceeds of criminal or terrorist activity or an activity of a similar nature.

3.14.2 We may cease to act without explanation in certain circumstances. You agree that we will have no liability to you in respect of any liabilities to the extent that they arise out of, or in connection with, our compliance in good faith with the requirements of the applicable anti-money laundering legislation, as varied or amended from time to time, or any other statutory provisions.

SECTION 4

EQUITY, MARGIN AND LEVERAGE

4.1 Equity, Margin and Free Margin

4.1.1 Equity means the sum of money in your Account at a point in time, after deposits and withdrawals, realised profits and losses, and floating profit and loss on your open Positions (the Equity).

4.1.2 Margin means the portion of your Equity that is utilised to open one or more Positions (the Margin). For the avoidance of doubt, Margin is not deducted from the calculation of your Equity.

4.1.3 Margin can neither be used to open another Position nor be withdrawn from your Account.

4.1.4 The portion of your Equity that is not Margin is free margin (the Free Margin). Free Margin may be used to open another Position or can be withdrawn from your Account.

4.2 Margin Calls and Auto Stop-Out

4.2.1 If the Equity falls below an amount that equals to one hundred percent of your Margin, your Account will enter into a margin call (the Margin Call).

4.2.2 If your Equity falls to or below an amount that equals to sixty percent (or such other percentage as prescribed by us from time to time) of your Margin, an auto-stop-out will occur, whereby some or all of your open Positions will automatically be closed out by the automated risk management system, in order to bring your Equity above the required amount (the Auto Stop-Out). We do not discretionarily manage your portfolio. The automated risk management system may automatically first close out the open Positions that carry the greatest loss. The automated risk management system may then close out such number of additional open Positions successively until the Equity in your Account is above the required amount. You should be prepared for the automated risk management system to close out all your open Positions.

4.2.3 In the event of a Margin Call, you may, in order to bring your Equity above your Margin:

(a) close one or more of your open Positions;

(b) deposit funds in your Account; or

4.2.4 You agree and acknowledge that whilst we may inform you from time to time of a Margin Call, we have no obligation to do so. It is your responsibility to monitor your Account and ensure that you maintain sufficient Equity to meet your Margin requirements at all times.

4.3 Leverage

With regard to leveraged transactions, this depends on the individual B2B contract with ALL ROAD GROUP.

4.3.1 Leverage is a mechanism through which you are able to open a Position for a value that is higher than the amount of Margin.

4.3.2 Leverage is expressed as a ratio such as 1:1.

4.3.3 The amount of Margin is calculated with reference to a percentage of the notional value of an open Position. We determine the percentage of the notional value that is required as Margin by an underlying instrument, and we may change the percentage from time to time at our discretion.

4.3.4 We reserve the right to change the leverage of a Product or Account, from time to time, at our discretion. We will endeavour to provide you with reasonable notice of such change, where practicable. It is your responsibility to monitor for changes to the leverage, which may occur due to:

(a) a change in prevailing Market conditions;

(b) an actual or potential event of default or termination event;

(d) increased market volatility.

SECTION 5

CHARGES AND PAYMENTS

5.1 Charges

Please see the charges and payment section on our Website for an explanation of our costs and charges.

5.2 Payments

Unless otherwise specified, all payments and dues that may be due to us under these Terms will be made immediately, and in such currency as we may from time to time specify. All payments and dues will be made by you without any deduction or withholding and shall be made exclusive of VAT.

We reserve the right to set-off any payments or dues due to us under these Terms against money that is in your Account.

5.3 Calculations

Other than as specified, for the purposes of any calculation hereunder, we may convert amounts denominated in a currency into such other currency as we may from time to time specify, at such rate prevailing at the time of the calculation as we shall select.

SECTION 6

CLIENT MONEY

6.1 Client money requirements

6.1.1 You agree that money belonging to you which is held by us in each Account (the “Client Money”), will be held by us in our designated client money account. Client Money is segregated from our assets.

6.1.2 You agree that we may place your funds in our designated Client Money account in a different currency to the currency used to open your Account. Such Client Money will be at least equal in value and will be in compliance with MISA Rules.

6.1.3 If funds are transferred to your Account from a source that is not registered in your name, or of which you are not a beneficiary, we reserve the right to return the funds transferred to your Account, to an account registered in our name or of which you are the beneficiary, as well as to void the effect of the Positions opened with such funds. In accordance with MISA Rules, we will not return the funds to the source of the transfer.

6.1.4 No interest is due in respect of Client Money.

6.1.5 Whilst we remain responsible for handling Client Money, certain operational functions relating to payment processing may be outsourced.

SECTION 7

REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1 Representations, warranties and covenants

7.1.1 You represent, warrant and covenant to us on the date these Terms come into force and on the date of each Order and date on which a Position is opened or closed out, that:

(a) you have full legal capacity to enter into these Terms, and are not subject to a law or regulation which prevents your adherence to or performance of an r obligation under these Terms;

(b) you enter into these Terms for valid commercial purposes;

(c) you have all necessary authority, power, consent, licence and authorisation, and have taken all necessary action, to enable you to lawfully enter into, deliver and perform your obligations under these Terms;

(d) you are duly authorised to enter into these Terms, and effect each Position;

(e) these Terms and the terms of each Position are binding upon you and enforceable against you, and are not contrary to:

(i) a law, regulation, order, judgment of a court or other agency of government applicable to you or your assets;

(ii) a contractual restriction binding on or affecting you or your assets; or

(iii) a charge or agreement by which you are bound;

(f) in asking us to open or close out a Position, you have been solely responsible for making your own independent appraisal and investigations into the risks of such action and Position, or that you have sought independent professional advice, and you have sufficient knowledge and experience to do so. You are also capable of assuming, and assume, the risks of that Position;

(g) you act as principal and sole beneficial owner in entering into these Terms and each Position (where applicable to the type of Position being contemplated) and we are not acting as a fiduciary for, or an adviser, to you in respect of that Position;

(h) you will provide us with accurate and non-misleading information on your financial position, domicile or any other information we may request from you. You will promptly notify us of a change to such information;

(i) you are willing and financially able to sustain a total loss of funds, and trading of such Product is a suitable investment vehicle for you;

(j) you are the sole beneficial owner of the Equity you transfer under these Terms;

(k) you are in compliance with the Applicable Regulations to which you are subject, including without limitation, all tax laws and regulations, exchange control requirements and registration requirements, and you will use all reasonable steps to comply with all Applicable Regulations in relation to these Terms and each Position, where such Applicable Regulations do not apply to you but your cooperation is needed to help us comply with our obligations;

(l) you will, if so required, make appropriate disclosures to the relevant authority. You understand that we are entitled, and in some cases required to report a relevant Position to a relevant regulatory authority subject to the MISA Rules;

(m) if you are a company, you are duly incorporated and validly existing under the laws of the jurisdiction of your incorporation;

(n) if you are a company, you have the power to own assets and carry on business, as it is being conducted;

(o) you will at all times obtain and comply with, and do all that is necessary to maintain in full force and effect, the authority, power, consent, licence and authorisation of a governmental or other authority referred to in this section 7 (Representations, warranties and covenants) and will use reasonable efforts to obtain any that may become necessary in the future;

(p) you will promptly notify us of the occurrence or likely occurrence of an event of default in respect to yourself in connection with these Terms; and

(q) you will provide us with such information or documents as we may reasonably require to evidence the matters referred to in this section 7 (Representations, warranties and covenants) or to comply with Applicable Regulations.

SECTION 8

EVENT OF DEFAULT AND TERMINATION

8.1 Termination

8.1.1 Unless required by Applicable Regulations, either party may terminate these Terms (and the relationship between us), without cause and without the need for a judicial order, by giving notice.

8.1.2 The following circumstances constitute an event of default, under which we may terminate these Terms without need for a court order with notice, if the breach has not been remedied:

(a) Breach of Terms. You fail to comply with or perform your obligations (in whole or in part), including the obligation to make payment of Margin or dues, under these Terms.

(b) Repudiation of these Terms. You disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity of, these Terms, or such action is taken by a person or entity appointed to act on your behalf.

(c) Failure to comply. Failure to adhere to or comply with a representation, warranty or covenant made or repeated or deemed to be made or repeated by you under these Terms.

(d) Default under another agreement. You:

(i) default under an agreement with us, other than these Terms, or an agreement with our Affiliates; or

(ii) disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity of, such other agreement.

(e) Cross-default. The occurrence or existence of any of the following: (1) a default, (2) an event of default or (3) other similar condition or event (however described) in respect of you, under one or more agreements or instruments (individually or collectively) related to borrowed money which has resulted in such indebtedness becoming, due and payable or where you have failed to make such payments when due and payable.

(f) Manifest error. We determine in our discretion there is an error in, or lack of clarity within:

(i) the pricing of a Product, taking into account relevant information, including the state of the Underlying Market, as applicable; or

(ii) an information source or pronouncement.

(g) Force Majeure event. A Force Majeure event, as referenced in clause 9.4 (Force Majeure), is an event of default and may subsequently become a termination event.

(h) Insufficient KYC or CDD. You are unable or unwilling to complete, to our satisfaction or as required under the Applicable Regulations, the KYC, CDD, or provide us with proof of source of wealth and source of funds, which may be requested from time to time.

(i) Merger. In the event you consolidate, amalgamate with, merge with or into, or transfer all or substantially all your assets to another entity.

8.1.3 Notwithstanding the above, if the event of default is continuing or has a material affect on these Terms, the Terms will be terminated with immediate effect, without notice and without the need for a court order.

8.1.4 The following circumstances constitute termination events, upon which these Terms will be automatically terminated with immediate effect, without notice and without the need for a court order:

(a) Insolvency, bankruptcy or death. The occurrence or existence of the following:

(i) your insolvency, dissolution or bankruptcy (as applicable); or

(ii) where you are a natural person, your death or lack of legal capacity.

(b) Improper trading activity or violation of Applicable Regulation or market practice. The occurrence or existence of the following:

(i) we, in our reasonable judgement, believe that you may have engaged or may be engaging in improper, unlawful or unfair trading activity;

(ii) you act in a manner that manipulates our price or that of our liquidity pool; or

(iii) we consider it necessary or desirable to prevent a violation of Applicable Regulations or good standard of market practice.

(c) Material adverse affect. An action is taken or event occurs which we in our discretion consider might have a material adverse affect upon your ability to perform your obligations under these Terms.

(d) Illegality. We determine that, due to an event or circumstance (other than an act or breach of a party) it would become unlawful to comply with these Terms under Applicable Regulations.

(e) Market disruption. We reasonably believe that a circumstance exists (or that a circumstance would exist in the future) in which:

(i) the Underlying Market relating to a Position; or

(ii) the access to underlying pools of liquidity,

in either case is, or will be, suspended, closed, materially impaired or cannot be relied upon.

(f) Delisting. We determine that:

(i) the Underlying Market relating to a Position; or

(ii) the underlying liquidity pool,

announces that it has ceased or will cease to list, trade or publicly quote the Product, for any reason and is not immediately re-listed, re-traded or re-quoted on the Underlying Market, as applicable.

(g) Change in Applicable Regulations. In the event that there are changes to Applicable Regulations which result in: (i) non-compliance with the amended Applicable Regulations; (ii) our relationship with you or the continued performance of these Terms no longer being commercially feasible or desirable; or (iii) one or more Positions is or will no longer be commercially feasible or desirable.

(h) Straight through processing disruption. We determine that we are unable, after using commercially reasonable efforts, to establish, re-establish, substitute, maintain or dispense of a transaction to our pass through venue, in order to facilitate the execution of your instructions.

(i) Tax event. In the event that an action is taken by a tax authority, or brought by a court of competent jurisdiction against a party, or a change in application of tax, or a change in tax law or a substantial likelihood of a change in tax law, that will (or may) result in additional payments or deductions or withholding in tax on payments under these Terms (or any part thereof).

8.2 Liquidation date

8.2.1 On or after the occurrence of an event of default under sub-clause 8.1.2 or a termination event under sub-clause 8.1.3, we will specify a date (the liquidation date) on which your open Positions will be terminated and liquidated:

(a) in the case of an event of default, in our discretion either:

(i) all open Positions; or

(ii) those open Positions which we determine are affected, noting that this action does not constitute discretionary management of your Positions; and

(b) in the case of a termination event, all open Positions.

8.2.2 The liquidation date will be designated by us in all circumstances, including when an act of insolvency occurs in respect of us.

8.3 Payment

Until and unless a liquidation date has been effectively set or has passed, we shall not be obligated to honour a withdrawal request for all or part of the Equity in your Account if there is a continuing event of default until such event of default is remedied or until the liquidation date, whichever comes first. We reserve the right to set-off any amounts owing to us.

8.4 Additional Rights

Our rights under this section shall be in addition to, and not in limitation or exclusion of, other rights which we may have (whether by agreement, operation of law or otherwise).

8.5 Application of netting to Positions

This section 8 (Event of default and termination) applies to each Position entered into or outstanding between us on or after the date these Terms take effect.

8.6 Rights on following an event of default or a termination event

8.6.1 On, and following, the occurrence of an event of default or a termination event, or at a time after we have determined in our discretion that you have not performed (or we reasonably believe that you will not be able or willing to perform) an obligation under these Terms, we are entitled without prior notice to you:

(a) to close out or otherwise deal a Position or take, or refrain from taking, such other action at such time or times and in such manner as, at our discretion, we consider necessary or appropriate to cover, reduce or eliminate our loss or liability under or in respect of any of your contracts, Positions or commitments and without being responsible for a loss or diminution in price; and

(b) to terminate these Terms immediately.

8.7 Consequences of termination

8.7.1 Notwithstanding the right of set-off we have under these Terms or under Applicable Regulations, upon termination of these Terms, all amounts payable by you to us will become immediately due and payable including:

(a) outstanding fees, charges and commissions;

(b) dealing expenses incurred in terminating these Terms;

(c) losses and expenses incurred by us resulting from closing out a Position, or settling an outstanding obligation owed by you to us under these Terms; and

(d) other amounts which are due and payable by you but which are unpaid.

8.8 Death

8.8.1 In the event that we are notified of your death, confirmed by way of an official certificate, duly issued from the country of residence of such client, we will manually close all open Positions on your Account. We will subsequently transfer the Equity, following the deduction of associated costs, in accordance with the payment terms and conditions, which can be found on our Website. If we are unable, for whatever reason, as determined at our sole discretion, to return the net Equity to your Account, we shall retain all amounts until such time we receive a formal decision issued by the competent authority in the relevant jurisdiction specifying where such amounts should be transferred, and we will act in accordance with such instructions.

8.9 Survival

Section 9 (Exclusions, limitations and indemnity) and section 11 (Miscellaneous and governing law) shall survive termination.

8.10 Existing rights

Termination of these Terms will be without prejudice to the completion of a Service already initiated or instructions already given and will not affect accrued rights, existing commitments or a contractual provision intended to survive termination.

SECTION 9

EXCLUSIONS AND INDEMNITY

9.1 Exclusions of liability

9.1.1 Neither we nor our directors, officers, employees, agents, representatives or Affiliates (including its directors, officers, employees, agents or representatives) shall, up to the extent permitted by Applicable Regulations, be liable for loss, damage, cost or expense, suffered or incurred by you arising directly or indirectly out of or in connection with:

(a) any delay or change in market conditions between the time that you place the Order on the Platform and the time the Position is executed;

(b) any delay or interruptions caused by any computer viruses, spyware, scareware, or other malware that may affect your computer or other equipment, any cyber-attack or any spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and attacks and should use care in reviewing messages purporting to originate from us;

(c) communication failures, disruptions, errors, distortions, latency or delays you may experience when trading on the Platform, regardless of how they are caused; and

(d) maintenance to our systems, including the Platform.

Generally, we will not be liable for be liable for any loss, damage, cost or expense, suffered or incurred by you arising directly or indirectly, whether arising out of gross negligence, breach of contract, misrepresentation or otherwise, even if such loss is a reasonably foreseeable consequence, unless it arises directly from our fraud.

9.1.2 The Services are provided on an "as is" and "as available" basis without any representation or warranty. To the maximum extent permitted by Applicable Law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. We also do not promise or guarantee that:

(a) the Platform (and the server that makes it available), are free of viruses or errors, that its content is accurate, that it will be uninterrupted, or that defects will be corrected;

(b) the Service will be available at all times;

(c) access to the Website, any part of the Services, our Terms and other information provided by us or any part of our services will be continuous, uninterrupted, timely, or error-free; or

(d) historical price data available on the Platform is accurate and/or complete.

9.1.3 In no circumstance shall our liability include loss suffered by you or a third party for special damage, loss of profit, loss of goodwill or loss of business opportunity arising under or in connection with these Terms, whether arising out of negligence, breach of contract, misrepresentation or otherwise, including an act or omission arising out of or in connection with an error in an instruction given by you or on your behalf, or an instruction which is or which reasonably appears to be from you.

9.1.4 This general exclusion shall not be affected by termination of these Terms.

9.2 Tax implications

Without limitation, we do not accept liability for an adverse tax implication of a Position whatsoever.

9.3 Force Majeure

9.3.1 We shall not be liable to you for a delayed, partial or complete non-performance, or non-performance, of our obligations hereunder by reason of Force Majeure. Nothing in these Terms will exclude or restrict a duty or liability we may have to you under the Applicable Regulations, which may not be excluded or restricted thereunder.

9.3.2 We shall use all reasonable endeavours to bring the Force Majeure event to a close or to find a solution by which these Terms may be performed despite the continuance of Force Majeure circumstance, and we shall take all reasonable steps to resume performance as soon as is reasonably practicable following the cessation of a Force Majeure event.

9.4 Indemnity

9.4.1 You shall pay to us such sums as we may, from time to time, require in or towards satisfaction of a debit balance on your Account. You shall also pay to us, on a full indemnity basis, a loss, liability, cost or expense (including legal fees), tax, impost and levy which we or our Affiliates may incur or be subject to with respect to your Accounts, a Position or a matching transaction on an Underlying Market or as a result of a misrepresentation by you or a breach by you of your obligations to us under these Terms or by the enforcement of our rights or the rights of our Affiliates. All sums payable under this clause 9.5 (Indemnity) shall be paid free and clear of all deductions or withholdings unless the deduction or withholding is required by law.

9.4.2 The provisions of this clause 9.5 (Indemnity) shall not exclude or restrict a duty or liability which we may have in relation to you under the MISA Rules.

9.5 No reliance

You acknowledge that you have not relied on or been induced to enter into these Terms by a representation other than those expressly set out in these Terms. We will not be liable to you for a representation that is not set out in these Terms.

SECTION 10

DATA PROTECTION

10.1 Data protection

10.1.1 In the course of providing our Services it is likely that we will gather and use data concerning individuals (the “Personal Data”). This Personal Data may relate to individuals (the “Data Subjects”) who are one of the following customers of ours, their spouse or civil partner, or other relative.

10.1.2 We comply with the Applicable Regulations on data protection, which govern how we may use Personal Data. Personal Data will not be kept for longer than is necessary and will only be kept in order to comply with our legal and regulatory obligations or our Policies.

10.1.3 If you are a European national or resident, we process and use your personal data in accordance with European Data Protection Law. Please refer to our Privacy Notice to understand how we process and use your personal data. If there is a conflict or inconsistency between these Terms and the Privacy Notice, the terms of the Privacy Notice will prevail.

10.1.4 We will, unless otherwise instructed and subject to MISA Rules, use Personal Data for the following purposes, as appropriate to provide our Services:

(a) for the purpose of providing Services, recovering a debt and preventing fraud, or money laundering;

(b) for disclosure to regulatory authorities, stock exchanges and clearing-houses, to persons who provide us with services in connection with anti-fraud and anti-money laundering controls, to statutory and governmental bodies, to our agents and contractors for the purposes of providing Services and by order of a competent court;

(c) to analyse information we hold about you to enable us to send the individual Data Subject information about us or our Products and Services for marketing purposes. If you do not wish to receive marketing information, please notify us in writing.

(d) to contact a Data Subject, for example, by email, SMS or telephone for the same purposes, or for purposes of providing Services ; and

(e) to share the Personal Data with our Affiliates and with our business partners for the above purposes.

10.1.5 To provide our Services we may wish to transfer Personal Data to our Affiliates internationally, in countries which may not have the benefit of equivalent data protection legislation.

10.1.6 By entering into these Terms you consent to the processing of your Personal Data, and if you provide us with data concerning other individuals, that in respect of each Data Subject whose Personal Data you have provided to us, you have obtained their explicit consent to our using their Personal Data for the purposes described and can demonstrate this to us if requested.

10.1.7 A Data Subject in respect of whom we hold Personal Data can obtain a copy of their information, or have inaccurate information corrected by writing to us. We reserve the right to charge an administration fee for providing this information and to require appropriate proof of identity.

10.2 Regulatory reporting

Under the MISA Rules, we may be obligated to make information about certain Positions public. You agree and acknowledge that all proprietary rights in information relating to such Position are owned by us and you waive any duty of confidentiality attached to the information which we reasonably disclose.

10.3 Reporting obligations to you

We may provide you with regular reports on the performance of our Services in accordance with the MISA Rules. Such reports may be included in periodic communications to you and take into account the type and complexity of the investments involved and the nature of our Services provided to you and, where applicable, will include the associated costs and charges.

SECTION 11

MISCELLANEOUS AND GOVERNING LAW

11.1 Language

These Terms are supplied to you in English and we will continue to communicate with you in English for the duration of these Terms. You may receive documents and other information about us in English and other languages. If a document is translated into another language, this will be for information purposes only and the English version will prevail in the event of a conflict or inconsistency.

11.2 Applicable Regulations

11.2.1 These Terms are subject to Applicable Regulations. Applicable Regulations are binding on us and you.

11.2.2 Nothing in these Terms excludes or restricts an obligation which we have to you under the MISA Rules.

11.2.3 We may take or omit to take an action we consider necessary to ensure compliance with Applicable Regulations. Actions that we take, or fail to take, for the purpose of compliance with Applicable Regulations will not render us or our directors, officers, employees, agents or Affiliates liable.

11.3 Amendments

We may amend these Terms at our sole discretion by publishing the amended and restated Terms on our Website. The amended Terms will be effective immediately upon their publishing. We may notify you in writing of such amendments.

11.4 Notices

Unless otherwise agreed, a notice, instruction and other communication by us under these Terms will be sent to the e-mail address registered with us. A notice, instruction or other communication will take effect on dispatch. Each notice, instruction or other communication to you (except confirmations, statements of Account, and Margin Calls) is conclusive unless you provide us with a written objection within five Business Days’ of the date on which such document was dispatched. You will notify us of a change to your address telephone number or e-mail address in accordance with this clause 11.4 (Notices).

11.5 Communications with us

You may communicate with us in writing, via email or by other electronic means. Our contact details are as follow:

Address: Fomboni, Autonomous Island of Mwali, Comoros Union, East Africa.

Email Address: The email address of your relationship manager.

Our Website can be found at: https://allroadgroup-trusts.net/.

These contact details will be used as the method of communication between us. However, for sending Orders and other instructions to us, please see section 3 (Placing an Order).

11.6 Electronic communications

11.6.1 Subject to Applicable Regulations, in the even that electronic signatures are used in a communication between us, such communication is binding as if it were in writing. Orders or instructions given by you via e-mail or other electronic means will constitute evidence of the Orders or instructions given.

11.6.2 Acceptance of these Terms or other documents done via electronic means such as a tick box on the Website, or acceptance through e-mail or on the Platform shall constitute evidence of your acceptance of these Terms and other documents.

11.7 Policies

11.7.1 All Policies, in force from time to time, are part of these Terms. By accepting these Terms you confirm that you have read and understood the Policies and accept the Policies.

11.7.2 We may amend the Policies from time to time at our discretion. You are deemed to have accepted the amended and restated Policy after five Business Days’ of its posting on our Website.

11.7.3 If you object to a Policy, please provide us with written notice within five Business Days’ of an update of such Policy and we will attempt to resolve the issue to the extent reasonably practicable. If we are unable to come to a satisfactory solution, these Terms will be terminated.

11.8 Complaints procedure

11.8.1 We have internal procedures for handling complaints fairly and promptly. You may submit a complaint to us by e-mail. We will send you a written acknowledgement of your complaint of receipt. Please contact us if you would like further details regarding our complaints procedures.

11.9 Conflicts of Interest

11.9.1 Situations may arise where our interests, or those of our Affiliates, directors, employees, agents, representatives, staff or other clients, conflict with your interests.

11.9.2 Our Conflicts of Interest Policy is a Policy we maintain setting out the circumstances which may constitute or may give rise to a conflict of interest, the procedures we follow, and the measures we adopt to identify, prevent or mitigate such conflicts.

11.9.3 A copy of our Conflicts of Interest Policy is available on our Website. The Conflicts of Interest Policy is part of these Terms. By accepting these Terms, you consent to the Conflicts of Interest Policy.

11.10 Entire agreement

11.10.1 These Terms replace the previous agreement between us in relation to the subject matter of these Terms. Except as otherwise provided in these Terms, these Terms represent the entire terms on which our trading relationship is established.

11.10.2 These Terms, the particular terms applicable to each Position (including the confirmation applicable to a Position), and an amendment to either, will constitute a single agreement between us.

11.11 Assignment

11.11.1 These Terms will be for the benefit of and binding upon you and us, and our respective successors and assignees. You must not assign, charge or otherwise transfer or purport to assign, charge or otherwise transfer your rights or obligations under these Terms or an interest in these Terms, without our prior written consent. A charge or transfer in violation of this clause 11.11 (Assignment) will be void. You must not allow a trust to be declared over any of your rights under these Terms without our prior written consent.

11.11.2 Subject to MISA Rules, we may delegate the performance of our obligations to an appropriate third party. Such delegation will not affect our obligations under these Terms. We will be entitled to assign all or part of our benefits or rights under these Terms without your consent.

11.12 Joint and several liability

If you are a partnership, or otherwise comprise more than one person, your liability under these Terms will be joint and several along with such other person. In the event of the death, bankruptcy, winding-up or dissolution of one or more of such persons (but without prejudice to the foregoing or our rights in respect of such person and their successors) the obligations and rights of all other connected persons under these Terms shall continue in full force and effect.

11.13 Confidentiality

11.13.1 We both irrevocably agree and undertake:

(a) to use best endeavours to keep confidential, and to ensure respective officers, employees, agents and professional and other advisers keep confidential, all confidential information;

(b) not to give, disclose, sell, transfer, charge or otherwise dispose confidential information, in whole or in part, to another person; and

11.13.2 This clause 11.13 (Confidentiality) does not apply to:

(a) information which is or becomes publicly available (otherwise than as a result of a breach of clause 11.13);

(b) the disclosure of information to the extent such disclosure is required in order to provide the Services, subject to MISA Rules; and

(c) the disclosure of information to the extent such disclosure is required by law, a court of competent jurisdiction, a governmental, official or regulatory authority, or a binding judgment, order or requirement of a competent authority.

11.14 Rights and remedies

The rights and remedies provided under these Terms are cumulative and not exclusive of those provided by Applicable Regulations. We are under no obligation to exercise a right or remedy. A failure or delay by us in exercising our rights under these Terms (including a Position) or otherwise is not a waiver of such right or remedy. No single or partial exercise of a right or remedy will prevent further exercise of that right or remedy or the exercise of another right or remedy.

11.15 Set-off

We may at any time and without notice to you set off amounts that you owe to us (whether actual or contingent, present or future). These amounts may be set-off from your Account.

You agree that you may not exercise a right of set-off against amounts you owe to us under these Terms. We are not obligated to exercise our rights under this clause 11.15 (Set-off), which may be without prejudice to and in addition to a right of set-off, combination of Accounts, lien or other right to which we are at any time otherwise entitled (whether by operation of law, contract or otherwise).

11.16 Partial invalidity

If, at any time, a provision of these Terms is or becomes illegal, invalid or unenforceable in any respect under Applicable Regulations, neither the legality, validity or enforceability of the remaining provisions of these Terms nor the legality, validity or enforceability of such provision under the law of another jurisdiction will be affected or impaired.

11.17 Recording and monitoring of communications

We may monitor and record communications we have with you under these Terms, using monitoring devices or other technical and physical means. The monitoring and recording of communications may take place whenever we deem necessary for the purposes permitted by Applicable Regulations and to ensure regulatory compliance. Telephone conversations and other electronic communications may be recorded without use of a warning tone or notification to ensure that the material terms of a Position, and other material information relating to the Position, are promptly and accurately recorded. Such records will be our sole property and accepted by you as evidence of the Orders or instructions given. We may use such recordings and other records as evidence in court or other proceedings.

11.18 Our records

Our records, unless evidenced to be wrong, will be evidence of your dealings with us in connection with our Services. You will not object to the admission of our records as evidence in a legal proceedings because such records are not originals, are not in writing or are documents produced by a computer. You will not rely on us to comply with your record keeping obligations, although records may be made available to you on request at our discretion.

11.19 Your records

If applicable, you agree to keep adequate records in accordance with Applicable Regulations to demonstrate the nature of Orders submitted and the time at which such Orders are submitted.

11.20 Co-operation for proceedings

If an action or proceeding is brought by or against us in relation to these Terms or arising out of an act or omission by us required or permitted under these Terms, you agree to co-operate with us to the fullest extent possible in the defence or prosecution of such action or proceeding.

11.21 Governing law and jurisdiction

These Terms and any non-contractual disputes or claims arising under them and all Transactions under or pursuant to them are governed by and shall be construed in accordance with the laws of the Comoros Union have exclusive jurisdiction.

11.22 Dispute resolution

11.22.1 Any dispute arising out of or in connection with this agreement including any dispute regarding the existence, formation, performance, interpretation, nullification, termination or invalidation of this agreement, will be referred to and finally resolved by arbitration in accordance with the Rules, which Rules are deemed to be incorporated by reference into this Clause.

For the purposes of any arbitration proceedings commenced pursuant to this Clause:

(a) the number of arbitrators will be one;

(b) the seat (or legal place) of arbitration will be the Comoros Union;

(d) the language to be used in the arbitral proceedings will be English; and

(e) the governing law of the contract will be the substantive laws of the Comoros Union.

11.22.2 None of the parties will:

(a) challenge any arbitral award made pursuant to arbitration proceedings conducted in accordance with Clause 11.22.1; and

(b) object to or challenge any application to enforce any arbitral award made pursuant to arbitration proceedings conducted in accordance with Clause 11.22.1 in any court, and each party agrees that it will submit to the jurisdiction of that court for the purposes of those enforcement proceedings.

11.22.3 Clause 11.22.1 and 11.22.2 will be binding on any person who acquires rights under this agreement by operation of law or otherwise. Any such person who intends to commence legal proceedings in relation to a dispute arising out of or in connection with this agreement will, as a precondition of commencing such proceedings, give prior written notice to all the parties that it agrees to be bound by this Clause.

11.23 Service of process

If you are situated outside Comoros Union, process by which a proceeding in Comoros Union is begun may be served on you by being delivered to your registered address. This does not affect our right to serve process in another manner permitted by law.

SECTION 12

DEFINITIONS

12.1 Definitions

In these Terms, the following expressions shall have the respective meanings set opposite them:

“Account” means a trading account opened with us for the purpose of opening or closing out a Position.

“Account Statement” means statement in respect of each Account sent by email as otherwise notified by us to you.

“Affiliate” means, in relation to a person, an entity controlled, directly or indirectly, by the person, an entity that controls, directly or indirectly, the person or an entity directly or indirectly under common control with the person. For the purpose of this definition “control” of an entity or person means ownership of more than 50% of the entity or person, or the ability to control the decisions made by the entity or person.

“Applicable Regulations” means:

(a) the MISA Rules, and any other rules of a relevant regulatory authority;

(b) the rules, regulations, procedures and customs of a relevant Market or an Underlying Market

(d) all other applicable laws, rules, procedures, guidance and regulations (including, without limitation, accounting rules and anti-money laundering or sanctions legislation) as in force from time to time.

“Authorised Third Party” means a person authorised by you to manage and operate your Account within the specified powers and authority granted under a separate appointment letter and limited power of attorney (in the form satisfactory to us).

“Auto-Stop-Out” has the meaning ascribed to it in clause 4.2.2.

“Business Day” means a day which is not a Saturday and Sunday and on which banks are open for business in Comoros Union.

“CFD” means a contract for difference under which the profit or loss is determined by the difference between the opening price and the closing price of an instrument on the Underlying Market. The CFDs we offer are available on our Website.

For the purposes of this definition, “opening price” means the price at which a Position is opened following the acceptance of an Order; and “closing price” means the price at which a Position is closed out by you or by us, in accordance with these Terms.

“Conflicts of Interest Policy” means our conflicts of interest policy as amended, restated or supplemented from time to time which can be found on our Website.

““CDD” or “KYC” means identification and verification of:

(a) your identity (including, where applicable, by reviewing a copy of a passport, national identity card or similar form of identification);

(b) the nature of your business as required by Applicable Regulations (including, where applicable, by obtaining your legal entity identifier or other national identifier code); and

in each case, to ensure that we hold the correct and complete information to prevent a discrepancy in your identification, to confirm the source of funding, wealth and payment methods, to prevent fraud and to comply with Applicable Regulations and our Policies from time to time.

“Electronic Trading Services” means an electronic service (together with a related software or application) accessible by whatever means we offer, including without limitation trading, direct market access, order routing, API or information services that we grant you access to or make available to you either directly or through a third-party service provider and used by you to view information or effect Positions, and “Electronic Trading Service” shall mean any of those services.

“Equity” has the meaning ascribed to it in Clause 4.1.1.

For the purposes of this definition “balance” means the money in your Account, which includes deposits, withdrawals and realised profit and loss.

“Force Majeure” means a cause preventing the performance of the Services or an Obligation under these Terms, which arises from or is attributable to either an act, event, omission or accident, beyond the reasonable control of the party so prevented, including, a strike, lockout, labour dispute , act of God, pandemic, war, terrorism, malicious damage, civil commotion, malfunction or failure of communication or computer facilities, industrial action, acts and regulations of a governmental or supranational body or authority.

“Forex” means two-day rolling spot futures traded over the counter and which are cash settled on a T+2 basis. Forex constitute Rolling Daily Positions.

“Free Margin” has the meaning ascribed to it in Clause 4.1.4.

“Insider Dealing” means the use of inside information to acquire, amend, dispose of, or cancel, for your own account or for the account of a third party, directly or indirectly, financial instruments to which that inside information relates.

For the purposes of this definition, “inside information” means information of a precise nature, which has not been made public, relating, directly or indirectly, to a financial instrument, and which, if it were made public, would be likely to have a significant effect on the price of the financial instrument or on the price of related derivative financial instruments.

“MISA Rules” means any laws, rules, regulations, guidelines or instructions, as supplemented, replaced or amended from time to time, of the Mwali International Services Authority (the MISA) and any entity or body that succeeds or replaces it.

“Liquidity Provider” means a financial institution that provides executable bid and offer prices in respect of our Products from time to time.

“Market” means a regulated market accepted by us, such as an exchange, clearing house, central clearing counterparty, multilateral trading facility or an organised trading facility.

“Market Abuse” means both Insider Dealing and market manipulation.

For the purposes of this definition, “market manipulation” means the act of placing an Order or entering into a Position or other behaviour which creates, or is likely to create, a false or misleading signal as to the supply of, demand for, or price of, a financial instrument, or which adversely affects our relationship with our Liquidity Provider.

“Margin” has the meaning ascribed to it in Clause 4.1.2.

“Margin Call” has the meaning ascribed to it in Clause 4.2.1.

“Order” means an instruction by a client to open or close a position in a Product.

“Platform” means one or more of the electronic trading platforms that we may use for the provision of our Services or to which we give you access from time to time.

“Policies” means the policies and other terms and conditions that we adopt from time to time, as amended, which are available on our Website.

“Position” means an exposure to an underlying instrument in relation to a Product that you have traded. A position may be opened or closed out, whether by you or by us, by either buying or selling a Product on the Platform, in accordance with these Terms.

“Product” means:

(a) Forex;

(b) a CFD; or

“Risk Warning Disclosure” means the risk warning disclosure, as amended, which is available on our Website, and the risk warnings and statements set out in these Terms which apply to retail clients.

“Rolling Daily Position” means a Position which does not automatically expire at the end of the relevant exchange business day, but which automatically rolls over to the next exchange business day.

For the purposes of this definition “exchange business day” means a day on which the relevant Market or Underlying Market is scheduled to be open.

“Security Information” means the username and password required to access your Account.

“Services” means our non-advisory, execution only services as set out at clause 2.2 (Our Activities and Services) in respect of the Products.

“Termination Date” means the earlier of:

(d) the date of the termination of a Position in accordance with the terms of the Position; or

(a) the liquidation date determined by us in accordance with clause 8.2 (liquidation date).

“Underlying Market” means the Market for a specific financial instrument on which our Products are priced.

“Website” means the information displayed on https://allroadgroup-trusts.net and https://allroadgroup-trusts.net (or any other replacement or supplementary site), as updated by us from time to time.

“we”, “our” or “us” means ALL ROAD TRUSTS MANAGEMENTS MARKET LIMITED (including any successor or assignee).

12.2 Headings

Headings are for ease of reference only and do not form part of these Terms.

12.3 Interpretation

12.3.1 References in these Terms to a statute or statutory instrument or Applicable Regulations includes a modification, amendment, extension or re-enactment thereof, as in force from time to time. A reference in these Terms to “document” will be construed to include an electronic document.

12.3.2 References in these terms to the singular will also include the plural.

12.3.3 References to a person includes a body corporate, unincorporated association and partnership, natural person, firm, company, corporation, government, state or agency of a state or an association or partnership (whether or not having separate legal personality) of two or more of the foregoing.

12.3.4 The use of the word “including”, “inclusive”, “includes” and any words that follow it will not be deemed to be exhaustive.

ORDER EXCUTION POLICY

Services displayed on the website are provided by ALL ROAD TRUSTS MANAGEMENTS MARKET LIMITED.

ALL ROAD TRUSTS MANAGEMENTS MARKET LIMITED is a registered trading name in Comoros Union (The International Company Registration No. HY00221067, International Trust License Registration No. T2021041, International Brokerage License Registration No. T2023291), which is authorized and regulated by the Mwali International Services Authority / IBC with its registered address at Fomboni, Autonomous Island of Mwali, Comoros Union, East Africa.

Card transactions are processed by ALL ROAD TRUSTS MANAGEMENTS MARKET LIMITED.

1. General Information

ALL ROAD GROUP has established this policy along with other arrangements to meet our overarching obligation to take all reasonable steps to obtain the best possible result for our Clients.

ALL ROAD GROUP has an obligation to provide its Clients with appropriate information on this Policy. In order to comply with this obligation, the firm will make this Policy available to Clients upon written request.

ALL ROAD GROUP’s Execution Policy forms part of our Client Agreement and as such, by agreeing to the Client Agreement, you are agreeing to the terms of our Order Execution Policy. This policy applies equally to orders and trades for both Retail and Professional Customers.

When ALL ROAD GROUP makes a decision to deal, we will carry out the trade by executing the order directly in the market ourselves.

The price feed streamed to Clients consists of liquidity from various bank and non-bank providers or ALL ROAD GROUP’s OXO ECN model (as described below) to ensure the Client has the best execution possible. We do not aggregate or allocate

client orders when Straight Line Processing our trading flow to ALL ROAD GROUP’s liquidity providers.

2. ALL ROAD GROUP’s Best Execution Obligations

ALL ROAD GROUP provides leveraged (margin) trading, on an execution service, investment services and management services basis for its Client’s in Forex, CFDs and Financial products trading.

It is ALL ROAD GROUP’s decision as to what markets to offer its clients and we will deal with you as principal and counterparty to each trade, providing you with two-way price quotes.

As such, every market offered by ALL ROAD GROUP is quoted as a derivative of the underlying market and we are the only execution venue to which you have access through us.

Under the OXO (Orders-Crossing-Orders) ECN model, certain ALL ROAD GROUP Qualified Participants are able to provide liquidity in competition within the interbank pricing pool.

Such Qualified Participants hold collateral directly with ALL ROAD GROUP (and not vice versa) to ensure that funds are protected under strict client funds procedures.

To qualify, Qualified Participants must be financial institutions that have met the necessary capital requirements and have the sophisticated technological means to provide the required streaming pricing.

ALL ROAD GROUP acknowledges that if you are a Retail Client that you may rely upon us to provide or display bid and offer prices which are the best available prices for retail investors on a consistent basis.

ALL ROAD GROUP will act in accordance with the best interests of our Clients when placing orders with other entities for execution. In complying with this duty ALL ROAD GROUP must take all reasonable steps to obtain the best possible result for its Clients taking into account the execution factors.

The execution factors are: price, costs, speed, likelihood of execution and settlement, size, nature, and any other consideration relevant to the order.

The relative importance of these factors must be determined by reference to the “execution criteria” and, for Retail clients, the requirement to determine the best possible result in terms of the total consideration (see below).

The execution criteria are as follows:

(i) the characteristics of the Client including their categorisation as Retail or Professional Client;

(ii) the characteristics of the Client order;

(iii) the characteristics of the financial instrument that are the subject of that order;

(iv) the characteristics of the execution venues to which that order can be directed.

When ALL ROAD GROUP executes an order on behalf of a Retail Client, the best possible result must be determined in terms of the total consideration, representing the price of the financial instrument and the costs related to execution, which must include all expenses incurred by the Client which are directly related to the execution of the order. These will include the execution venue fees, clearing and settlement fees and any other fees paid to third parties involved in the execution of the order.

While ALL ROAD GROUP will seek to ensure that the prices we display are competitive we are not able to give a warranty, express or implied, that the bid and offer prices displayed on our trading systems always represent the best prevailing market prices for retail investors. Our quoted prices may reflect market volatility or additional costs and charges which may result in an increase in the spread as well as per transaction.

a) Price: ALL ROAD GROUP takes the underlying market price of the derivative it is quoting and then applies an algorithm to this price to achieve its own market price.

The underlying feed that ALL ROAD GROUP uses may be from one source in the case of FX from several feeds.

Where several feeds are used the best bid and offer combinations are used to maintain tight spreads at all times.

b) Costs: Our market price will often be different to the underlying as it may also include commissions or financing.

c) Liquidity: The price made by ALL ROAD GROUP, similar to the underlying market, is usually good in up to a certain size. In order to maintain additional liquidity, a different spread may be applied to the price provided in the underlying market.

d) Speed of execution: In order to facilitate the speed of execution ALL ROAD GROUP has imposed a maximum deal size on every market. This limit is regularly monitored and takes into consideration many factors including liquidity and volatility to determine an amount that we are confident to accept without referral to speed up execution.

Other Factors: While the above four factors are considered by ALL ROAD GROUP to be the most important in our best execution policy, there are many other situations which can arise leading to price variations.

a) Some markets which are quoted by ALL ROAD GROUP are done so outside of normal market hours, and as such are known as ‘grey markets’. In these situations, while every effort is made to keep prices and spreads consistent, this may not always be possible during particular volatile periods or during periods of illiquidity in corresponding markets.

b) Financing charges made by ALL ROAD GROUP are fair, competitive and transparent. These may include fees required to roll over open positions, and shall be disclosed to you on our website and the trading platform.

c) There may be situations, through third party introductions or through partnership deals with affiliated companies that a commission or other income generated from your trade is shared with third parties. In such circumstances this will be made abundantly clear to the client by the party concerned and this information is available on request.

3. ALL ROAD GROUP’s Strategy

Monitoring:

ALL ROAD GROUP will monitor the effectiveness of its order execution arrangements, including this Order Execution Policy to identify and, where appropriate, correct any deficiencies.

Review:

We will review our order execution arrangements and this Order Execution Policy at least annually or whenever a material change occurs that affects our ability to obtain the best result for the execution of orders on a consistent basis using the venues included in this Order Execution Policy.

Consent:

ALL ROAD GROUP is required to obtain your prior consent to our order execution policy.

You will be deemed to provide such prior consent when you give us an order.

4. Execution Venue

Execution Venue means the firm directly executing the orders. In this instance ALL ROAD GROUP is the Execution Venue who is quoting prices which are provided to ALL ROAD GROUP by:

(i) top tier global banks,

(ii) non-bank liquidity providers in the wholesale foreign exchange markets, and

(iii) OXO ECN Qualified Participants, that the firm believes will provide the

best available prices to its clients on a consistent basis.

ALL ROAD GROUP provides execution service, investment services and management services.

Investment services and management services trading and services for its Clients in Foreign Exchange, CFD trading and Financial Products. It is the decision of ALL ROAD GROUP’s as to what markets it offers its clients and it does so, not as a broker but as a principal and counterparty to each trade. As such, every market offered by ALL ROAD GROUP is quoted as a derivative of the underlying market and we are the only execution venue to which you have access through us.

5. Monitoring & Review

This policy along with all effective arrangements will be reviewed annually or whenever a material change occurs that affects the firm’s ability to continue to obtain the best possible result for our Clients.

On a regular and ongoing basis, ALL ROAD GROUP shall monitor the effectiveness of this policy and assess the quality of the best order execution and ensure we are providing the best possible result for our Clients. Any deficiencies in our arrangements or within this policy will be corrected and Clients will be notified of any material changes.

COOKIES POLICY

Services displayed on the website are provided by ALL ROAD TRUSTS MANAGEMENTS MARKET LIMITED.

Card transactions are processed by ALL ROAD TRUSTS MANAGEMENTS MARKET LIMITED.

INFORMATION ABOUT OUR USE OF COOKIES

Our website uses cookies to distinguish you from other users of our website.

This helps us to provide you with a good experience when you browse our website and also allows us to improve our site.

By continuing to browse the site, you are agreeing to our use of cookies.

A cookie is a small file of letters and numbers that we store on your browser or the hard drive of your computer after you agree to such use.

Cookies contain information that is transferred to your computer’s hard drive.

We use the following cookies:

Strictly necessary cookies:

These are cookies that are required for the operation of our website.

They include, for example, cookies that enable you to log into secure areas of our website. Without these cookies, services you've asked for (such as access to secure areas) can't be provided.

These cookies will not gather any information about you that could be used for marketing or remembering where you've been on the internet.

This category cannot be disabled.

Examples:

• UserPref_Store

• SessionSecure_ID

• Auth_Token_Unique

• DataSync_Key

• ServiceSettings_Val

• ActivityTrack_Record

• UserAnalytics_Insight

Analytical/performance cookies:

They allow us to recognise and count the number of visitors to our website and to see how visitors move around our website when they are using it.

This helps us to improve the way our website works, for example, by ensuring that users are finding what they are looking for easily.

These cookies are not used to target you with online advertising.

Without these cookies we are unable to learn how our website is performing and make relevant improvements that could improve your browsing experience.

Examples:

• UserSession_ID

• SitePrefs_Store

• BrowseHistory_Track

• AuthSecure_Token

• UserBehavior_Analytics

• FeedbackSession_Data

• PrivacySettings_Control

• ContentCustomize_Set

• SecureConnect_Key

• VisitorUnique_Identity

• SessionRecovery_Save

Functionality cookies:

These are used to recognise you when you return to our website.

This enables us to personalise our content for you, greet you by name and remember your preferences (for example, your choice of language or region).

These can also be used to remember log-in details, changes you've made to text size, font and other parts of pages that you can

Examples:

• msgbox

Targeting cookies:

These cookies record your visit to our website and browsing habits, the pages you have visited and the links you have followed. We will use this information to make our website and the advertising displayed on it more relevant to your interests. We may also share this information with selected third parties for this purpose.

Examples:

• ctr_uniq_BCID

Please note that other third parties (including, for example, advertising networks and providers of external services like web traffic analysis services) may also use cookies over which we have no control. These cookies are likely to be analytical/performance cookies or targeting cookies.

You may block cookies by activating the setting on your browser that allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including essential cookies) you may not be able to access all or parts of our site.

If you've disabled one or more cookie categories, we may still use information collected from existing cookies, but we'll stop using the disabled cookies to gather any further information. You can delete existing cookies from your browser.

PRIVACY POLICY

Services displayed on the website are provided by ALL ROAD TRUSTS MANAGEMENTS MARKET LIMITED.

Card transactions are processed by ALL ROAD TRUSTS MANAGEMENTS MARKET LIMITED.

ALL ROAD GROUP observes the requirements of the existing prevailing law on Privacy and Data protection including but not limited to the Electronic Transaction and further guidelines global Data Protection rules.

This policy (together with our terms of use and any other documents referred to on it) sets out the basis on which any personal data we collect from you, or that you provide to us, will be processed by us.

Please read the following carefully to understand our views and practices regarding your personal data.

By visiting https://allroadgroup-trusts.net you are accepting and consenting to the practices described in this Policy.

We train our employees who handle personal information to respect the confidentiality of customer information and the privacy of individuals.

We regard breaches of your privacy very seriously and will impose appropriate penalties, including dismissal, should we deem it necessary.

For the purposes of this Law, we have nominated a data protection officer to ensure that the management of personal information complies with this Law and this Policy.

INFORMATION WE COLLECT FROM YOU

We will collect and process the following data about you from:

Information you give us:

-This is information about you that you give us by filling in forms on our website https://allroadgroup-trusts.net (our site) or by corresponding with us by e-mail or otherwise.

It includes information you provide when you register to use our website, when you report a problem with our site or when you contact us to discuss any aspect of your account with us.

-The information you give us may include your name, address, date of birth, e-mail address and phone number, financial, tax and payment information, personal data and photograph ID or other information.

We obtain most of this information directly from our customers through account applications or other submission forms, and from maintaining records of customer information provided in the course of our ongoing customer service.

We may also obtain information from other sources to meet certain regulatory requirements.

-We may ask for other information voluntarily from time to time (for example, through market research, surveys or special financial promotion offers) to enable us to improve our service or consider the wider needs of our customers.

Information we collect about you:

-Website: when visiting our site we will automatically collect the following

information:

-technical information, including the Internet protocol (IP) address used to connect your computer to the Internet, your login information, browser type and version, time zone setting, browser plug-in types and versions, and operating system and platform.

-information about your visit, including the full Uniform Resource Locators (URL), clickstream to, through and from our site (including date and time), page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs), methods used to browse away from the page, and any phone number used to call our customer service number.

-Telephone Discussions: In each of your discussions with members of our staff we may collect the following information about your call, i.e.: date and time, personal details, any changes registered after the opening of your account and any other significant information which we believe will assist in the efficient operation and maintenance of your account with us.

Information we receive from other sources:

We work closely with third parties (including, for example, business partners, sub-contractors in technical, payment and delivery services, advertising networks, analytics providers, search information providers, credit reference agencies). We use this information to, amongst other matters, assist us in AML/KYC matters.

Ourwebsite uses cookies to distinguish you from other users of our website.

This helps us to provide you with a good experience when you browse our website and also allows us to improve our site. For detailed information please read our Cookies Policy.

TECHNOLOGY IMPROVEMENTS

We are always looking at ways to improve efficiency and functionality for customer experience on the website through technology enhancements.

This may mean a change to the way in which we collect or use personal information.

The impact of any technology changes, which may affect your privacy, will be notified to you at the time of any such change.

LINKS TO THIRD PARTY WEBSITES

Our site may have links to external third-party websites that may benefit the user.

Please note, however, that third party websites are not covered by our privacy policy and these sites are not subject to our privacy standards and procedures.

HOW WE USE THE INFORMATION

We use information held about you in the following ways from Information you give to us:

-We will need to carry out our obligations arising from any contracts entered into between you and us and to provide you with the information, products and services that you request from us;

-to provide you with information about other products and services we offer that are similar to those that you have already agreed to or enquired about;

-to provide you, or permit selected third parties to provide you, with information about products or services we feel may be of interest to you.

If you do not want us to use your data in this way, or to pass your details on to third parties for marketing purposes, please tick the relevant box situated on the form on which we collect your data or email us.

-to ensure that content from our site is presented in the most effective manner for you and for your computer.

Information we collect about you we will use as follows:

-to administer our website and for internal operations, including troubleshooting, data analysis, testing, research, statistical and survey purposes;

-to improve our website to ensure that content is presented in the most effective manner for you and for your computer;

-to allow you to participate in interactive features of our service, when you choose to do so;

-as part of our efforts to keep our website safe and secure;

-to measure or understand the effectiveness of advertising we serve to you and others, and to deliver relevant advertising to you;

-to make suggestions and recommendations to you and other users of our site about products or services that may interest you or them.

Information we receive from other sources. We will combine this information with information you give to us and information we collect about you. We will use this information and the combined information for the purposes set out above (depending on the types of information we receive).

DISCLOSURE OF YOUR INFORMATION

Depending on the product or service concerned and particular restrictions on sensitive information, this means that personal information may be disclosed to:

-Other companies within the ALL ROAD GROUP of companies who provide financial and other services;

-Service providers and specialist advisers who have been contracted to provide us with administrative, financial, insurance or other services;

-Introducing brokers with whom, we have a mutual relationship

-Credit providers, courts, tribunals and regulatory and government tax authorities as agreed and authorised by law;

-Reference and credit reference agencies.

This includes exchanging information with other companies and organisations for the purposes of money laundering regulations, financial crime, fraud protection and mitigation of credit risk;

-Anyone authorised by the individual, as specified by that individual or by law through a Power of Attorney Agreement.

You agree that We have the right to share your personal information with:

-advertisers and advertising networks that require the data to select and serve relevant adverts to you and others. We do not disclose information about identifiable individuals to our advertisers, but we will provide them with aggregate information about our users (for example, we may inform them that 500 men aged under 30 have clicked on their advertisement on any given day). We may also use such aggregate information to help advertisers reach the kind of audience they want to target.

We may make use of the personal data we have collected from you to enable us to comply with our advertisers’ wishes by displaying their advertisement to that target audience;

-analytics and search engine providers that assist us in the improvement and optimisation of our site;

-credit reference agencies for the purpose of assessing your credit score where this is a condition of us entering into a contract with you.

We will disclose your personal information to third parties:

-In the event that we sell or buy any business or assets, in which case we will disclose your personal data to the prospective seller or buyer of such business or assets.

-If ALL ROAD GROUP, or substantially, all of its assets are acquired by a third party, in which case personal data held by it about its customers will be one of the transferred assets.

-If we are under a duty to disclose or share your personal data in order to comply with any legal obligation, or in order to enforce or apply our terms of use or other agreements; or to protect the rights, property, or safety of ALL ROAD GROUP, our customers, or others.

This includes exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction.

WHERE WE STORE YOUR PERSONAL DATA

We hold personal information in a combination of secure cloud storage facilities, held electronically on off-site back-up servers or held within multiple cloud servers and we take all necessary steps to protect the personal information we hold from misuse, loss, unauthorised access, modification or disclosure.

The data that we collect from you may be transferred to, and stored at, a destination selected by us. By submitting your personal data, you agree to this transfer, storing or processing. We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this privacy policy.

All information you provide to us is stored on our secure servers. Any payment transactions will be encrypted using SSL technology. Where we have given you (or where you have chosen) a password which enables you to access certain parts of our website, you are responsible for keeping this password confidential. We ask you not to share a password with anyone.

Unfortunately, the transmission of information via the Internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our site; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.

YOUR RIGHTS

You have the right to ask us not to process your personal data for marketing purposes. We will usually inform you (before collecting your data) if we intend to use your data for such purposes or if we intend to disclose your information to any third party for such purposes. You can exercise your right to prevent such processing by checking certain boxes on the forms we use to collect your data.

You can also exercise the right at any time by contacting us.

ACCESS TO INFORMATION

The Law gives you the right to access information held about you. Your right of access can be exercised in accordance with the Law. If you would like a copy of the information we hold about you, please write to us verifying your identity and specifying what information you require at the address set out for notices and correspondence in clause 1.1 of our Client Agreement.

CHANGES TO OUR PRIVACY POLICY

Any changes we make to our privacy policy in the future will be posted on this page and, where appropriate, notified to you by e-mail. Please check back frequently to see any updates or changes to our privacy policy.

CONTACT FOR COMPLAINTS

If you consider that any action of ours breaches this Privacy Policy Statement or otherwise doesn’t respect your privacy, you can make a complaint. This will be acted upon promptly. To make a complaint, please contact the client services department or our Compliance Department.

Conflict of Interest Procedure

Introduction

Services displayed on the website are provided by ALL ROAD TRUSTS MANAGEMENTS MARKET LIMITED.

Card transactions are processed by ALL ROAD TRUSTS MANAGEMENTS MARKET LIMITED.

It is important to identify and effectively manage conflicts of interest, which arise or may arise in the course of providing a service and carrying out activities, as their existence may lead to material risk of damage to a client’s interests.

This document sets out ALL ROAD GROUP’s policy for the management of such conflicts of interest.

ALL ROAD GROUP has taken this opportunity to examine its policies and procedures to ensure they remain fit for purpose and address, where potentially relevant, the issues in a way which is proportionate to the scale and complexity of its business. Both the policy and the register of conflicts of interest will be reviewed on at least an annual basis.

This document does not intend to create third party rights or duties or form part of any contractual agreement between the firm and any client.

This policy may be amended and updated at any time if any material change occurs and will be reviewed on at least an annual basis.

If at any time you are in doubt as to how to act in a given situation where you are faced with an actual or potential conflict of interest, you should contact the Compliance Officer.

Whilst conflicts of interest are important to be adhered to by all of ALL ROAD GROUP’s staff, they are non-exhaustive, and certain other additional rules may apply to readers who are members of professional associations by virtue of their job role.

Failure to follow any of the rules whether by express breach, or failure to follow any of the spirit of identifying, mitigating and managing conflicts of interest may also be a breach of an employment contract. Disciplinary action may be taken by ALL ROAD GROUP as a result.

Conflicts of Interest

These services that ALL ROAD GROUP provides to its clients could potentially give rise to conflicts of interest entailing a material risk of damage to the interests of one or more clients. This document aims to set out these potential conflicts and the procedures that are in place to be followed and measures to be adopted in order to manage such conflicts.

Conflicts of interest may occur between a customer and ALL ROAD GROUP, including its managers, employees or any persons directly or indirectly linked to the firm, or between two or more clients.

Treating customers fairly is central to the core values of ALL ROAD GROUP. There is an embedded culture that understands what is considered acceptable and unacceptable behaviour. As such, conflicts of interest and the identification / management / mitigation thereof are central to this philosophy and culture.

Definition

An actual or potential conflict may arise when, in the exercise of its activities and services, the interests of:

• ALL ROAD GROUP (including its managers, employees and appointed representatives or any person directly or indirectly linked to them by the control); or

• its associates;and the interest of its clients, are directly or indirectly in competition, and which could significantly prejudice the client’s interests.

Identifying situations where a conflict may arise

The circumstances giving rise to conflicts of interest include all cases where there is a conflict between the:

• Interests of ALL ROAD GROUP, an individual member of staff, certain persons directly or indirectly connected to ALL ROAD GROUP; and the duty that ALL ROAD GROUP owes to a client; or

• Differing interests of two or more clients, as ALL ROAD GROUP owes a separate duty to each of them.

Conflicts of interests could prejudice a client in various ways, whether or not ALL ROAD GROUP suffers any financial loss and independently of whether the actions or the motivations of the employees involved are intentional.

For the purposes of identifying the types of conflicts of interest that arise, or may arise, ALL ROAD GROUP must take into account, as a minimum whether the firm, a relevant person (e.g. a partner, employee or an appointed representative or a director, partner or employee of an appointed representative or a person who is directly involved in the provision of services to the firm or its appointed representative under an outsourcing agreement) or a person directly or indirectly linked by control to the firm:

• Is likely to make a financial gain, or avoid a financial loss, at the expense of the client;

• Has an interest in the outcome of the service to, or a transaction carried out for, a client which differs from the client’s interest;

• Has a financial or other incentive to favour one client (or group of clients) over the interests of another;

• Carries on the same or similar business as the client; and/or

• Receives an inducement from a third party in the execution of the service provided to the client, other than the standard commission/fee for that service.

Generic Conflicts

ALL ROAD GROUP has identified the following circumstances in which general types of potential conflicts of interest may arise:

• The firm or an associate undertakes designated investment business for other clients including its associates (and the clients of its associates);

• A partner or employee of the firm, or of an associate, is a director or partner of, holds or deals in securities of, or is otherwise interested in any company whose securities are held or dealt in on behalf of a client;

• A partner or employee of the firm, or of an associate, is involved in the management of any company whose securities are held or dealt in on behalf of a client;

• A transaction is effected in units or shares of a fund or company of which the firm or an associate is the manager, operator or adviser;

• A transaction is effected in securities in respect of which the firm or an associate, or a partner, director or employee of the firm or an associate, is contemporaneously trading or has traded on its/their own account or has either a long or short position;

• The firm may, when acting as agent for a client, match an order of the client with an order of another client for whom it is acting as agent.

Prevention and management

ALL ROAD GROUP has identified specific potential conflicts of interests, which may arise in relation to its activities.

The general nature and/or source of these conflicts will be disclosed to clients before undertaking business in sufficient detail to enable the client to make an informed decision about the service in the context in which the conflict has arisen. For each potential situation, ALL ROAD GROUP has analysed whether or not the risk is actual or potential for one or more of its clients.

It is not always possible to prevent actual conflicts of interest from arising.

In that case ALL ROAD GROUP will try to manage the conflicts of interests by segregating duties where possible or by establishing Chinese Walls. In certain circumstances, ALL ROAD GROUP may have to decline to take on a new client.

If ALL ROAD GROUP considers developing new products or services or making other changes to its business model or operations, Senior Management will consider whether any additional potential conflicts of interest arise.

Senior management will update the “Conflicts of Interest Policy” and “Register of Potential Conflicts of Interest” as necessary on an ongoing basis and formally consider the continued adequacy of the arrangements on an annual basis.

Inducements including gifts and hospitality

ALL ROAD GROUP maintains business relationships with third parties who may remunerate ALL ROAD GROUP in the form of management and performance fees, which can constitute monetary or non-monetary benefits thereby impairing ALL ROAD GROUP’s fiduciary duties to the client. Such payments are classified as inducements.Further details are included in the Compliance Manual.

Gifts and hospitality could lead to potential conflicts of interest. No employee may accept from, or give to, any person any gift or other benefit that cannot properly be regarded as justifiable in all circumstances. Policies and procedures have been implemented to ensure that staff and their connected persons do not offer or accept gifts or inducements which may give the perception that decisions or actions are not impartial.

These policies are set out in the Compliance Manual. All employees must actwith the highest standards of integrity to avoid any allegations of conflicts of interest.

A record is kept by the Compliance Officer of any gifts or hospitality received or given. Where an invitation to a hospitality event could be construed as being a business inducement, it must be declined and the Compliance Officer informed.

Personal account dealing

Employees may only undertake personal investment activities that do not breach applicable law or regulation, do not unduly distract from their employment responsibilities and do not create an unacceptable risk to the company’s reputation. Transactions should also be free from business and ethical conflicts of interest. Employees must never misuse proprietary or client confidential information in their personal dealings and must ensure that clients are never disadvantaged as a result of their dealings.

ALL ROAD GROUP’s Personal Account Dealing Policy has been established to ensure that personal account dealing by members of staff comply with this policy.

This includes a requirement for pre-deal approval from the Compliance Officer.

Such permission is normally only valid for 24 hours.

ALL ROAD GROUP’s Personal Account Dealing policy is set out in the firms’ Compliance Manual.

Outside employment, external Directorships and business interests

No employee may engage in any additional occupation without the consent of the Company. In certain circumstances, consent may be withheld.

Employees must not accept personal fiduciary appointments (such as trusteeships, Director appointments or executorships other than those resulting from family relationships) without first obtaining written approval from the COO or the Compliance Officer.

Aggregation of orders

Where ALL ROAD GROUP aggregates the orders of clients, it must ensure that this does not work to the overall disadvantage of any client whose order is to be aggregated. ALL ROAD GROUP makes reference to this within the Order Execution Policy.

Disclosure

In certain cases, ALL ROAD GROUP may disclose the general nature and/or source of potential or actual conflicts to its client in writing before undertaking business on its behalf so that the client can decide whether or not to accept these potential conflicts.

If it is not possible to avoid or manage a conflict of interest, ALL ROAD GROUP may have no choice but to decline to provide the service requested.

Segregation of Duties

There are several distinct tasks within the investment management business that could lead to potential conflicts of interest that are mitigated by them being segregated from the individuals directly involved in the task.

Information barriers

ALL ROAD GROUP maintains appropriate policies in its internal policies detailing the potential use of “Insider Lists” and “Information Barriers” often known as Chinese Walls so as to limit or withhold the use of information that is price sensitive, confidential, and could give rise to market abuse, restrictions on dealing, conflicts of interest, or any other improper or unethical activities.

The Compliance Officer monitors along with the relevant business line managers the effectiveness of any Information Barriers that may be required.

In certain circumstances staff may need to be taken “across the wall”, should this be required, the Compliance Officer must be notified and a record made thereof.

Remuneration and Oversight

The management oversight and determination of appropriate remuneration of members of staff is conducted by ALL ROAD GROUP’s Senior Management.

Remuneration is based on the overall results of the firm and is not based on the success of any particular transaction.

Remuneration for customer facing and sales staff should be partly based on business production.

Staff are subject to appropriate management and supervision to ensure that ALL ROAD GROUP is able to demonstrate that it has appropriate and effective arrangements in place to ensure that conflicts of interest are properly managed.

Record Keeping

ALL ROAD GROUP must keep and regularly update a written record of the kinds of ancillary services or activities carried out by or on behalf of the firm in which a conflict of interest entailing a material risk of damage to the interests of one or more clients has arisen or, in the case of an ongoing service or activity, may arise. These records will be for a minimum period from the date of creation and are maintained on an ongoing basis by the Compliance Officer.

Reporting

Conflicts of Interest situations or potential conflicts situations should be reported to the Compliance Officer immediately.

TERMS OF USE

Website Terms and Conditions

Services displayed on the website are provided by ALL ROAD TRUSTS MANAGEMENTS MARKET LIMITED.

Card transactions are processed by ALL ROAD TRUSTS MANAGEMENTS MARKET LIMITED.

Website Terms and Conditions

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING

THIS SITE

ALL ROAD TRUSTS MANAGEMENTS MARKET LIMITED (” We/our/ALL ROAD GROUP”) is a trading name of ALL ROAD TRUSTS MANAGEMENTS MARKET LIMITED. allroadgroup-trusts.net is a website owned and operated by ALL ROAD TRUSTS MANAGEMENTS MARKET LIMITED.

These terms tell you the rules for using our website: https://allroadgroup-trusts.net

Your access to and use of this website is subject to these website terms and conditions, our client agreement (“Client Terms and Conditions”), and any notices, disclaimers or other terms and conditions or other statements contained on this website (referred to collectively as “terms of use”). By using this website, you agree to be subject to the terms of use.

By using our site, you confirm that you accept these terms of use and that you agree to comply with them. If you do not agree to these terms, you must not use our site. We recommend that you print a copy of these terms for future reference.

THERE ARE OTHER TERMS THAT MAY APPLY TO YOU

These terms of use refer to the following additional terms, which also apply to your use of our site:

-Our Privacy Policy, sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using our site, you consent to such processing and you warrant that all data provided by you is accurate.

-Our Acceptable Use Policy, sets out the permitted uses and prohibited uses of our site. When using our site, you must comply with this Acceptable Use Policy.

-Our Cookie Policy, sets out relevant information about the cookies on our site.

WE MAY MAKE CHANGES TO THESE TERMS

We amend these terms from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time.

WE MAY MAKE CHANGES TO OUR SITE

We may update and change our site from time to time to reflect changes to our products, our users’ needs and our business priorities. We will make reasonable efforts to provide you with appropriate notice of any major changes.

WE MAY SUSPEND OR WITHDRAW OUR SITE

Our site is made available free of charge.

We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. Under certain exceptional circumstances, we may have no option but to suspend, withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

OUR SITE IS ONLY FOR USERS IN countries that are able to use our products and services. We do not represent that content available on or through our site is appropriate for use or available in other locations.

YOU MUST KEEP YOUR ACCOUNT DETAILS SAFE

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.

If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us.

HOW YOU MAY USE MATERIAL ON OUR SITE

We are the owner or the licensee of all intellectual property rights on our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.

You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

DO NOT RELY ON INFORMATION ON THIS SITE

The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.

Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.

WE ARE NOT RESPONSIBLE FOR WEBSITES WE LINK TO

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval or endorsement by us of those linked websites or information you may obtain from them.

We have no control over the contents of those sites or resources.

USER-GENERATED CONTENT IS NOT APPROVED BY US

This website may include information and materials uploaded by other users of the site, including bulletin boards and chat rooms. This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not represent our views or values.

If you wish to complain about information and materials uploaded by other users, please contact us.

OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

Whether you are a consumer or a business user:

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any products to you, which will be set out in our Client Terms and Conditions.

If you are a business user:

-We exclude all implied conditions, warranties, representations or other terms that may apply to our site or any content on it.

-We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

-use of, or inability to use, our site; or

-use of or reliance on any content displayed on our site.

-In particular, we will not be liable for:

-loss of profits, sales, business, or revenue;

-business interruption;

-loss of anticipated savings;

-loss of business opportunity, goodwill or reputation; or

If you are a consumer user:

-Please note that we only provide our site for private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

-If defective digital content that we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

UPLOADING CONTENT TO OUR SITE

Whenever you make use of a feature that allows you to upload content to our site, or to make contact with other users of our site, you must comply with the content standards set out in our Acceptable Use Policy.

You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty.

This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

Any content you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us a limited licence to use, store and copy that content and to distribute and make it available to third parties.

We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.

We have the right to remove any posting you make on our site if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy.

You are solely responsible for securing and backing up your content.

WE ARE NOT RESPONSIBLE FOR VIRUSES AND YOU MUST NOT INTRODUCE THEM

We do not guarantee that our site will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

RULES ABOUT LINKING TO OUR SITE

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link to our site in any website that is not owned by you.

Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.

We reserve the right to withdraw linking permission without notice.

The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy.

WHICH COUNTRY’S LAWS APPLY TO ANY DISPUTES?

If you are a consumer, please note that these terms of use, their subject matter and their formation, are governed by If you are a business, these terms of use, their subject matter and their formation (and any non-contractual disputes or claims) are governed by the Comoros Union Law. We both agree to the exclusive jurisdiction of the Comoros Union.

WEBSITE ACCEPTABLE USE POLICY

Services displayed on the website are provided by ALL ROAD TRUSTS MANAGEMENTS MARKET LIMITED.

Card transactions are processed by ALL ROAD TRUSTS MANAGEMENTS MARKET LIMITED.

Website Acceptable Use Policy

This acceptable use policy sets out the terms between you and us under which you may access our website https://allroadgroup-trusts.net (our site). This acceptable use policy applies to all users and visitors to our site.

Your use of our site means that you accept, and agree to abide by, all the policies in this acceptable use policy, which supplement our terms of website use. The site operated by ALL ROAD GROUP is a trading name of ALL ROAD GROUP.

Prohibited uses

You may use our site only for lawful purposes. You may not use our site:

-In any way that breaches any applicable local, national or international law or regulation.

-In any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.

-For the purpose of harming or attempting to harm minors in any way.

-To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards (as described below).

- To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).

-To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

You also agree:

-Not to reproduce, duplicate, copy or re-sell any part of our site in contravention of the provisions of our terms of website use.

-Not to access without authority, interfere with, damage or disrupt:

-any part of our site;

-any equipment or network on which our site is stored;

-any software used in the provision of our site; or

-any equipment or network or software owned or used by any third party.

Interactive services

We may from time to time provide interactive services on our site, including, without limitation: (interactive services)

-Chat rooms.

-Bulletin boards.

Where we do provide any interactive service, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).

We will do our best to assess any possible risks for users (and in particular, for children) from third parties when they use any interactive service provided on our site, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any interactive service we provide on our site, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.

Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.

Content standards

These content standards apply to any and all material which you contribute to our site (contributions), and to any interactive services associated with it.

You must comply with the spirit and the letter of the following standards. The standards apply to each part of any contribution as well as to its whole.

Contributions must:

-Be accurate (where they state facts).

-Be genuinely held (where they state opinions).

-Comply with applicable law in Comoros Union and in any country from which they are posted.

Contributions must not:

-Contain any material which is defamatory of any person.

-Contain any material which is obscene, offensive, hateful or inflammatory.

-Promote sexually explicit material.

-Promote violence.

-Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

-Infringe any copyright, database right or trade mark of any other person.

-Be likely to deceive any person.

-Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.

-Promote any illegal activity.

-Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety.

-Be likely to harass, upset, embarrass, alarm or annoy any other person.

-Be used to impersonate any person, or to misrepresent your identity or affiliation with any person.

-Give the impression that they emanate from us, if this is not the case.

-Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

Suspension and termination

We will determine, in our discretion, whether there has been a breach of this acceptable use policy through your use of our site. When a breach of this policy has occurred, we may take such action as we deem appropriate.

Failure to comply with this acceptable use policy constitutes a material breach of the terms of use upon which you are permitted to use our site, and may result in our taking all or any of the following actions:

-Immediate, temporary or permanent withdrawal of your right to use our site.

-Immediate, temporary or permanent removal of any posting or material uploaded by you to our site.

-Issue of a warning to you.

-Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.

-Further legal action against you.

-Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

We exclude liability for actions taken in response to breaches of this acceptable use policy. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.

Changes to the acceptable use policy

We may revise this acceptable use policy at any time by amending this page.

You are expected to check this page from time to time to take notice of any changes we make, as they are legally binding on you. Some of the provisions contained in this acceptable use policy may also be superseded by provisions or notices published elsewhere on our site.

RISK WARNING DISCLOSURE

Services displayed on the website are provided by ALL ROAD TRUSTS MANAGEMENTS MARKET LIMITED.

Card transactions are processed by ALL ROAD TRUSTS MANAGEMENTS MARKET LIMITED.

Risk Warning Disclosure

Trading on margin carries a high level of risk to your capital, and you can lose more than your initial deposit. They are not suited to all investors, and you should ensure that you fully understand the risks involved, and seek .independent advice if necessary

We request that you carefully read through this full risk warning disclosure as outlined below, before opening a trading account with ALL ROAD GROUP (the trading name of ALL ROAD GROUP/Comoros Union) and this Risk Warning Disclosure should be read in conjunction with its associated Terms & Conditions, Order Execution Policy, Conflicts of Interests Policy and other Client Legal Documents, which are available on our website.

ALL ROAD GROUP (‘We/our/us”) is a trading name of ALL ROAD GROUP/Comoros Union, is a registered Limited Company (The International Company Registration No. HY00221067, International Trust License Registration No. T2021041, International Brokerage License Registration No. T2023291), which is authorized and regulated by the Mwali International Services Authority / IBC with its registered address at Fomboni, Autonomous Island of Mwali, Comoros Union, East Africa.

It is very important that you should not engage in trading in any of our products unless you know, understand and are able to manage the features and risks associated with such trading. You should also be satisfied that trading in any of our products is suitable for you, in light of your circumstances and financial resources. In considering whether to engage in trading our products, you should be aware of the following risks:

GENERAL RISK FACTORS

We may provide our clients with factual market information about the transaction procedures and potential risk exposure and how risks may be minimised.

Appropriateness

You will be asked for information concerning your financial assets and earnings, trading experience and knowledge. You should consider whether you have adequate financial resources to meet your financial activity with us and your risk appetite in the products and services you use. In some instances, we may deem it inappropriate to open an account for you. Any decision to open an account and proceed with the use of our products and services is yours. It is your responsibility to understand the risk involved with the products and services we offer.

Costs and Charges

Our costs and charges are set out on our website allroadgroup-trusts.net within.

Before you begin to trade, you should obtain details of all our market information held on our website which contains all of our market information, commissions, and other charges for which you will be liable.

Must Monitor Positions

It is your responsibility to closely monitor your positions during the period you have applied any orders or positions to your account and you should always ensure you have accessibility to access your accounts during the period you have open contracts running.

Electronic Communications

We provide you with the opportunity to contact us through electronic means, such as email, live chat as available and/or applicable. This is usually a reliable means of communication, however there may be instances where you may experience technical issues that arise and therefore should not be entirely relied upon as a means of communication. If you choose to trade with us through electronic means, you should be aware that that electronic communications can fail, can be delayed, may not be secure and/or may not reach the intended destination. Please also refer to Electronic Trading below.

Our Products and Services

We offer execution service, investment services and management services services in relation to contracts across a wide range of underlying markets. Although the prices at which you open contracts are derived from the underlying market, the characteristics of our contracts can vary substantially from the actual underlying market or instrument.

INVESTMENT SPECIFIC RISKS

Investing in Financial products and FX

Certain strategies, such as 'spread' position or a 'straddle', may be as risky as a simple 'long' or 'short' position. Although derivative instruments can be utilised for the management of investment risk, some of these products are unsuitable for many investors. Different instruments involve different levels of exposure to risk and in deciding whether to trade in such instruments you should be aware of the following points:

Although derivative instruments can be used for the management of investment risk, some of these products are unsuitable for many investors.

Different instruments involve different levels of exposure to risk and in deciding whether to trade in such instruments you should be aware of the following points:

Futures

Transactions in futures involve the obligation to make, or to take, delivery of the underlying assets of the contract at a future date, or in some cases to settle the position with cash. They carry a high degree of risk. The ‹gearing› or ‹leverage› often obtainable in futures trading means that a small deposit or down payment can lead to large losses as well as gains. It also means that a relatively small movement can lead to a proportionately much larger movement in the value of your investment, and this can work against you as well as for you.

Off-Exchange Transactions in Derivatives

Our products are traded exclusively off-exchange, a type of trading which is also called dealing “over-the-counter” or “OTC”. In dealing with us off exchange you deal directly with us and we are the counterparty to all of your transactions. Depending on the market, our prices will usually be based on an exchange price but can fluctuate away from the underlying prices due to a variety of reasons. When dealing on markets which are not centrally cleared markets, there is no exchange or central clearing house to guarantee the settlement of such transactions. All open trades can only be closed and settled with us.

While some off-exchange markets are highly liquid, transactions in off exchange or 'non-transferable' derivatives may involve greater risk than investing in on-exchange derivatives because there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position (which may be particularly the case where there are abnormal market conditions – see the Terms and Conditions for more information), to assess the value of the position arising from an off-exchange transaction or to assess the exposure to risk. Bid and offer prices need not be quoted, and, even where they are, they will be established by dealers in these instruments.

Contracts for Difference (CFDs)

Nature

Contracts for Difference (CFDs) are a type of transaction the purpose of which is to secure a profit or avoid a loss by reference to the price value fluctuations of an underlying instrument. Types of CFDs offered by us may include Foreign Exchange CFDs (FX), Futures CFDs, Index CFDs. We do not offer Equity Share dealing in CFDs. CFDs can only be settled in cash.

Risks

FX and CFDs with ALL ROAD GROUP are physical transaction and margin transaction products . Investing in a CFD carries a high degree of risk because of these are margined products, which refers to the ‘gearing’ or ‘leverage which means that you can place a large trade by only putting up a small amount of money as margin. This is often a relatively small price movement that can lead to a proportionally much larger movement in the value of your investment. They settle based on the difference between the opening price and the closing price of the trade.

They can settle in a currency other than your base currency and therefore your profit or loss could be liable to foreign exchange fluctuations.

CFDs – General

Our FX and CFDs are our own products and are not listed on any exchange.

The prices and other conditions are set by us in accordance with our obligation to provide best execution as set out in our order execution policy, to act reasonably and in accordance with the applicable Client Agreement.

Each CFD you open with us results in you entering into a contract with us.

These contracts can be closed only with us, and are not transferable with any other person. All contracts do not provide any right to the underlying instruments or to voting rights. All contracts you enter into with ALL ROAD GROUP are legally enforceable by both parties.

You should not trade any margined product unless you fully understand all the risks involved with doing so and that you have sufficient resources available to you that in the event, however unlikely you may deem it to be, that there is an adverse movement in the price of that product that you can meet the financial obligations required by you with respect to margin payments and losses.

TRADING CONDITIONS RISKS

Volatility

You should be aware that prices can move quickly particularly at times of high market volatility. These risks could arise in or outside normal business hours, and can result in the balance of your account changing rapidly. If you do not have sufficient funds in your account to cover these situations, there is a risk that your positions will be automatically closed if the balance of your account falls below the close-out level.

Currency

If you trade in a market other than your base currency market, currency exchange fluctuations will impact your profits and losses.

Prices and Commissions

The prices quoted may not necessarily reflect the broader market. We will select closing prices to be used in determining margin requirements and in periodically marking to market the positions in customer accounts. Although we expect that these prices will be reasonably related to those available on what is known as the interbank market, prices we use may vary from those available to banks and other participants in the interbank market.

Consequently, we may exercise considerable discretion in setting margin requirements and collecting margin funds.

Market Liquidity

The price made by ALL ROAD GROUP, similar to the underlying market, is usually good, up to a certain size. In order to maintain additional liquidity to the market, we may apply a different spread to the price. Some markets which are quoted by us are done so outside of normal market hours, and as such are known as ‘grey markets’. In these situations, while every effort is made to keep prices and spreads consistent, this may not always be possible during particular volatile periods or during periods of illiquidity in corresponding markets.

Suspensions of Trading

This may occur, for example, at times of rapid price movements if the price rises or falls in one trading session to such an extent that under the rules of the relevant exchange, trading is suspended or restricted. Placing a stop-loss order will not necessarily limit your losses to the intended amounts, because market conditions may make it impossible to execute such an order at the stipulated price.

Non-guaranteed Stops

Where you have added a non-guaranteed stop as part of your trading, when such a stop is triggered it effectively issues an order from you to us to close your contract. Your contract may not necessarily be closed immediately when the stop is triggered. We aim to deal with such orders fairly and promptly but the time taken to fill the order and the level at which the order is filled depends upon the underlying market. In fast-moving markets, a price for the level of your order might not be available or the market might move quickly and significantly away from the stop level before we are able to fill it.

Gapping

Gapping is a sudden shift in the price of an underlying market from one level to another, where there are no prices between those levels. Various factors can lead to gapping (for example, economic events or market announcements) and gapping can occur either when the underlying market is open or when it is closed. When these factors occur when the underlying market is closed, the price of the underlying market when it reopens (and therefore our derived price) can be markedly different from the closing price, with no opportunity to sell your instruments before the market opens.

Limit/Stop Orders

Limit orders are contingent orders by clients looking to open a trading position upon the market moving to a requested price (or better), and until such time it remains unfilled. A stop order is a request to automatically close out an open position upon the market moving to a requested price (or worse).

Such order types may be used to limit downside risks of moving markets, and are recommended to be used for those purposes.

However, they do not guarantee that the fill price will be available at the requested price (which is dependent on available liquidity), especially in market gaps or fast moving markets.

Margin Calls & Close outs

In the case that the Margin Level in your trading account is below 100%, you will see a margin call on your trading platform and you will not be able to increase your overall exposure. If your Margin Level falls below 60%, the trading system will automatically start closing out your open positions.

This is to reduce (but not eliminate) the risk of you being liable for more than you have invested. It is strongly advised that clients should maintain sufficient margin in the client account to avoid being closed out as well as using limit/stop orders.

“Margin Level” is equal to (Equity/Used Margin) x 100. “Equity” equals your account realised balance plus your floating profits/losses. “Used Margin” equals the total amount of margin placed with ALL ROAD GROUP to open positions. For example, if you have deposited 1,000$, and entered a USDGBP transaction requiring margin of 200$ and currently have a floating loss of 500$:

Balance = 1,000 $

Floating P&L = -500$

Equity = 500$ (Balance + Floating Profit/Loss)

Used Margin = 200$

Margin Call = 200$ ( If Floating P&L is -800$)

Stop out = 200$ * 60% = 120$

If loss reach -880$ then stop out happens.

In this case, a margin call would be identified on your trading platform. If the Floating P&L was greater than -880$, then the trading system would start to automatically close out your positions.

Quoted prices

You should note that all prices quoted on the platform or the website are indicative only, and constitute an invitation to treat. Upon you agreeing to enter into a transaction, an executable price may or may not differ from the quoted price.

Although the quoted prices are in normal market conditions very similar to the executed prices, the executed prices may vary if the market has moved (even in a split second) since you have requested a quote.

Client money

ALL ROAD GROUP holds all retail clients’ money in trust in segregated accounts.

Segregated Client Money is held entirely separate from ALL ROAD GROUP's own money, ensuring that in the unlikely event of default by ALL ROAD GROUP, client funds will be returned to the clients rather than being treated as a recoverable asset by general creditors of ALL ROAD GROUP. However this may not provide complete protection (for example, in the insolvency of our bank).

In addition, we operate a margin close out policy which closes out open positions where your margin level reaches or falls below your close out level.

This policy significantly reduces the likelihood of losses arising from client default that would result in our insolvency.

Funds transferred from an individual client to ALL ROAD GROUP will usually be received directly into a segregated client account. If money from an individual client is received into a general ALL ROAD GROUP account it is still considered to be Client Money from the time it reaches ALL ROAD GROUP’s accounts (rather than only being considered Client Money once it has been placed into a segregated client account).

ALL ROAD GROUP does not initiate speculative positions in the market.

Can Lose More than Initially Invested

Your investment value can work against you as well as also working in your favour. Even a small movement in price against you can lead to substantial losses including potentially losing more than the money placed on deposit.

You should be aware that prices can move quickly particularly at times of high market volatility.

Insufficient Funds

If you do not have sufficient funds in your account to satisfy your margin requirements we may require you to deposit additional margin with us immediately to keep these trades open or even close any or all of your open positions (in some circumstances without warning) in accordance with the Client Agreement.

Contingent Liability Investment Transactions

Contingent liability investment transactions, which are margined, require you to make a series of payments against the purchase price, instead of paying the whole purchase price immediately.

If you trade in futures CFDs you may sustain a total loss of the margin you deposit with the firm to establish or maintain a position. If the market moves against you, you may be called upon to pay substantial additional margin at short notice to maintain the position. If you fail to do so within the time required, your position may be liquidated at a loss and you will be responsible for the resulting deficit. Even if a transaction is not margined, it may still carry an obligation to make further payments in certain circumstances over and above any amount paid when you entered the contract.

Liable for Losses

You are liable for any losses that may occur if your positions are closed. The potential losses, or profits, for margin traded products are unlimited and this should always be considered by you when making any trading decisions and be satisfied that the product is suitable for you in light of your circumstances and financial position. You should also be aware that it is possible for you to lose more money than your initial invested deposit.

Weekend and holiday risk

Not all trades can be opened or closed 24 hours a day. Many are subject to strict opening and closing times which can fluctuate. These are posted on our Contract Specifications which are available on the website, our trading platform and which we endeavour to keep up to date, without any obligation or liability on us to do so, or for its accuracy.

For example, national holidays and daylight savings changes will affect the times when you can trade. Also, a market may be suspended for a variety of reasons and during this time you will not usually be able to trade.

Electronic trading

The use of electronic trading systems and communication networks to facilitate trades. Clients that trade exposes you to risks associated with the system including the failure of hardware and software system or network down timed access or connection failures.

Insolvency

The insolvency or default of any other brokers involved with your transaction, may lead to positions being liquidated or closed out without your knowledge or consent.

Corporate Action Events

We may make profits from our clients from the outcome of corporate action events such as rights issues, takeovers, mergers, share distributions or consolidations and open offers. We aim to reflect the treatment we receive, or, would receive if we were hedging our exposure to you in the underlying market. Ultimately however, you are not dealing in the underlying market and therefore in relation to our contracts:

we may have to ask you to make a decision on a corporate action event earlier than if you owned the underlying instrument; the options we make available to you might be more restricted and less advantageous to you then if you owned the underlying instrument; and/ or where you have a stop attached to your open OTC derivative share position, the treatment that you will receive from us will, to the maximum extent possible, aim to preserve the economic equivalent of the rights and obligations attached to your contract with us immediately prior to the corporate event taking place.

Tax

We do not provide tax advice and if you are in any doubt as to your tax obligations, you should seek independent advice.

Regulatory and Legal Risk

This is the risk that a change in laws or regulations will materially impact a security and investments in a sector or market. A change in laws or regulations made by the government or a regulatory body can increase the costs of operating a business, reduce the attractiveness of investment and/ or change the competitive landscape and as such alter the profit potential of an investment. This risk is unpredictable and may vary from market to market.

REGULATION

Services displayed on the website are provided by ALL ROAD TRUSTS MANAGEMENTS MARKET LIMITED.

Card transactions are processed by ALL ROAD TRUSTS MANAGEMENTS MARKET LIMITED.

PAYMENTS TERMS AND CONDITIONS

PAYMENT TERMS AND CONDITIONS

FEBRUARY 2023

These payment terms and conditions relate to deposits and withdrawals, associated fees and charges, and cards (the Payment Terms). These Payment Terms are a supplement to the general terms and conditions which govern our trading relationship with you (the General Terms and Conditions).

Capitalised terms used in these Payment Terms have the meaning ascribed to them in the General Terms and Conditions.

1. Deposits and withdrawals

1.1 Subject to these Payment Terms and the General Terms and Conditions, you can deposit funds to, and withdraw funds from, your Account; there are several payment methods, including third party payment service providers, available for you to use.

1.2 If you request a deposit or a withdrawal and you owe us a payment, we reserve the right to withhold, from the request, the amount owed to us and to set-off such amount in accordance with the General Terms and Conditions.

1.3 Deposit and withdrawal requests will be processed as soon as possible, on a best endeavors basis.

There are several factors that may delay the processing of a request, including verification checks, the processing time of the third-party payment service provider and technical issues. We will not be liable for any such delays.

1.4 Your deposits and withdrawals may be coordinated, facilitated or processed by one or more of our Affiliates.

1.5 Deposits and withdrawals may be subject to a minimum or maximum value per transaction. In the event you make a request for a deposit or a withdrawal that is below the minimum or above the maximum, your request will not be processed.

1.6 We do not accept cash deposits. We do not accept deposits from third parties (i.e. your deposits must be made by you, through a payment method that belongs to you and is in your name).

1.7 If you make a request for a deposit or withdrawal and we:

(a) are unable to verify the details of your payment method;

(b) are unable to confirm that the payment method belongs to you; or

(c) reasonably suspect the information provided with the request to be false, incomplete, or inaccurate, your request will be rejected and, where it is a request for a deposit, the funds will be returned to their source. In such event, we will not be liable for any losses incurred as a result of the rejected deposit and reserve the right to exercise all rights and seek all remedies that may be available to us.

1.8 We apply a return to source policy whereby the withdrawal request will be processed to the payment method used when you made your deposit, with payment cards being a priority, except in the event where Applicable Regulations, the General Terms and Conditions, our Policies or other applicable terms require otherwise. This means that we will return the funds deposited using payment cards to such payment cards first, and then proceed to return the remaining funds, if any, to your other payment methods.

1.9 If you deposit funds to your Account using multiple payment sources and you subsequently make a withdrawal request, we will process the withdrawal request to the source of the deposit, in the same currency of the deposit, except in the event where Applicable Regulations, the General Terms and Conditions, our Policies or other applicable terms require otherwise. With respect to profits earned, you will have the option to choose the method, and the currency, to make the withdrawal, except in the event where Applicable Regulations, the General Terms and Conditions, our Policies or other applicable terms require otherwise.

1.10 You may withdraw the Free Margin in your Account at any time. If in the time it takes to process the withdrawal, the value of one or more of your open Positions has moved such that the Free Margin requested for withdrawal is no longer available, the withdrawal request will be rejected.

1.11 In the event you wish to withdraw your total Equity, you must close all open Positions. Requests to withdraw your total Equity may be made via the Portal or email or in the method described in these Payment Terms.

1.12 In the event of actual or suspected error, fraud, unjust enrichment, money laundering, terrorist financing or other suspicious or irregular activity, as determined by us, in our sole discretion, or as notified to us by a third-party including our third-party payment service providers, whether directly or indirectly relating to any deposit or withdrawal request, we reserve the right to do one or more of the following:

(a) put the relevant request on hold and investigate the matter;

(b) immediately reject the request;

(d) terminate our relationship with you pursuant to the General Terms and Conditions; or

(e) take any other action we deem fit in line with Applicable Regulations, the General Terms and Conditions, our Policies or other applicable terms.

2. Fees and charges

2.1 Your deposit or withdrawal may be subject to fees or charges applied by:

(a) your bank;

(b) debit or credit card provider or card scheme;

(d) our bank or alternative payment provider; or

(e) by us.

We may deduct such fees and charges from your deposit or withdrawal amount or charge them separately to your Account.

2.2 Your deposit, withdrawal or internal transfer may be subject to a currency conversion fee. By proceeding with the deposit, withdrawal or internal transfer at the quoted exchange rate, you accept the quoted exchange rate and the currency conversion fee (which is a fixed percentage of the value of the transaction) and agree that the currency conversion fee will be deducted from the amount deposited, withdrawn or transferred. The quoted exchange rate will be the prevailing exchange rate at the date of the deposit, withdrawal or internal transfer. We reserve the right to vary the currency conversion fee, at our discretion, depending on the (i) currency of the deposit and the currency that it is converted to, or (ii) the currency your Account is denominated in and the currency the withdrawal is made in.

2.3 If you make a deposit using a credit or debit card and you subsequently request a chargeback or cancellation, you will be liable for a chargeback or cancellation fee that may be applied by your payment provider. If we reasonably suspect your chargeback or cancellation request to be dishonest, we reserve the right to withhold any withdrawal request until the chargeback or cancellation request is investigated by the relevant third -party payment service provider. If the relevant third-party payment service provider determines the chargeback or cancellation request to be dishonest, we reserve the right to do one or more of the following:

(a) set-off any amounts we deem are due to us, or to our third-party payment service provider;

(b) terminate our relationship with you pursuant to the General Terms and Conditions; or

(c) take any other action we deem fit in line with Applicable Regulations, the General Terms and Conditions, our Policies or other applicable terms.

3. Prepaid cards

3.1 We may offer prepaid cards for use by our clients who hold active Accounts with us. Such prepaid cards may have separate terms and conditions, and fees and charges which you will be subject to.

3.2 If you apply for, and are issued, a prepaid card and subsequently do not collect such card, you will be liable for all costs and charges associated with issuing the prepaid card.

3.3 You understand that we may at our sole discretion, and without having to provide you with a reason:

(a) refuse to issue a prepaid card to you even if you are deemed to meet the eligibility criteria; or

(b) cancel a prepaid card that has been issued to you.

3.4 Upon the cancellation of your prepaid card, whether due to the termination of our trading relationship or otherwise, we will provide you with notice on how to access the credit remaining in your prepaid card, if any.

As a general rule, the content read and agreed upon in writing is considered to have been fulfilled by both parties in the contract.

INTRODUCING BROKER AGREEMENT

As a general rule, the content read and agreed upon in writing is considered to have been fulfilled by both parties in the contract.

ALL ROAD TRUSTS MANAGEMENTS MARKET LIMITED (as the company) and the Introducing Broker

INTRODUCING BROKER AGREEMENT

Between

First Party:

Second Party:

the Introducing Broker

Background

(a) The Introducing Broker and the Company operate in the business of brokerage and trading in Financial Products.

(b) The Introducing Broker proposes to provide the Services to the Company which entail soliciting and introducing Prospective Customers to the Company and the Company proposes to contract the Services from the Introducing Broker.

(c) The parties have agreed to enter into this agreement in relation to provision by the Introducing Broker of the Services to the Company.

It is agreed as follows

1. Definitions and interpretation

1.1. Definitions

In this agreement, unless the context otherwise requires, the following definitions apply:

Account means a Platform trading account for Financial Products maintained by the Company in the name of a Customer;

Affiliate means, in relation to a person, another person that Controls, is Controlled by or is under common Control with such person;

Agreement Date means the date on which the last of the parties to this agreement has executed this agreement;

Applicable Laws means all laws, decrees, directives, orders, regulations, circulars or rules in force from time to time in the jurisdiction where each party is incorporated, established or domiciled;

Bid means the price quoted on the Platform at which a Customer may execute a Transaction to sell a Financial Product;

Business Day means a day, when banks are open for business, on the same day, in the jurisdiction of incorporation or establishment of the Company;

CFD means contract for difference;

Confidential Information means (without limitation) the existence and contents of this agreement, the transactions conducted under this agreement, including the Services, any audits, Created IPR and any other information which a reasonable business person would regard as confidential including information relating to the parties, an Affiliate, a Customer or Prospective Customer;

Control means (i) the legal or beneficial ownership, directly or indirectly, of more than fifty per cent (50%) of the share capital or other voting Ownership Interests of any person or (ii) the ability, directly or indirectly, to procure the appointment of more than half of the board or other controlling body of any person (and Controlled will be construed accordingly);

Created IPR has the meaning ascribed to it in Clause 8.1;

Customer means an Existing Customer or an Introduced Customer;

Eligibility Criteria means the eligibility criteria set out in Clause 3.1;

Existing Customer means a person who has opened an Account and entered into an Operative Agreement with the Company but is not an Introduced Customer;

Financial Products means financial products comprising of CFD’s, Forex and any other financial products that can be traded on the Platform, from time to time;

Foreign Exchange means a pair of two different currencies whose exchange rates are traded in the foreign exchange market;

Forex means a Future or a CFD, where the asset sold under the contract is Foreign Exchange;

Future means rights under a contract for the sale of a commodity or asset of any other description under which cash settlement, in lieu of physical delivery, is to be made at a future date and at a price agreed on when the contract is made;

Intellectual Property Rights means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

Introduced Customer means a Prospective Customer that has satisfied the Eligibility Criteria;

KYC means know your customer;

Margin means the margin amount required by the Company to enter into or maintain an open Position as determined by the Company, from time to time, in the Company’s sole discretion;

Offer means the price quoted on the Platform at which a Customer may execute a Transaction to buy a Financial Product;

Operative Agreement means one or more agreements entered into between a Customer and the Company setting out, among others things, the terms and conditions pursuant to which a Customer is granted access to and permitted to utilise the Platform, and will be deemed to include any addendums, schedules and risk disclosure notice, accessible though the Website;

Ownership Interests means any direct or indirect interest in the shares or any other equity securities, options, warrants and the right to purchase, subscribe for or acquire any shares or other equity securities, and any interest in any securities convertible into or exchangeable for any shares or other equity securities, in all cases, in any person;

Platform means the online platform maintained and operated by the Company that enables persons to open an Account;

Portal means a messaging portal facilitated through the Website and accessible through an Account enabling instantaneous communication between a person with access to an Account and the Company;

Position means, in relation to a Financial Product:

(a) a buy position, commonly referred to as a long position or hedging position, that, in perpetuity until closed, appreciates in value if market prices in the underlying asset increase, and depreciates in value if the market prices in the underlying asset decrease; or

(b) a sell position, commonly referred to as a short position or hedging position, that, in perpetuity until closed, appreciates in value if market prices in the underlying asset decrease, and depreciates in value if market prices in the underlying asset increase;

Promotional Material means any verbal, written, visual, or audio communication or representation, directly or indirectly relating to the Platform, the Company or a Company Affiliate, the Company’s or a Company Affiliate’s business, directed at any person, including Customers or Prospective Customers;

Prospective Customer means a person that is not a Customer;

Regulatory Rules means the Mwali International Services Authority rules and guidance, as amended from time to time;

Remuneration is detailed in the Schedule;

Rules means the Arbitration Rules of the DIFC-LCIA Arbitration Centre, as amended, from time to time;

Services has the meaning ascribed to it in Clause 2;

Spread means the difference between the Bid and Offer;

Term has the meaning ascribed to it in Clause 14.1;

Termination Date means the date on which this agreement is terminated in accordance with Clause 14;

Transaction means a Financial Product transaction entered into or executed by or on behalf of a Customer in accordance with the Operative Agreement;

VAT means value added tax; and

Website means the internet domain allroadgroup-trusts.net and any sub-domains.

1.2. Interpretation

Unless the context otherwise requires, references to:

(a) month, monthly, year and yearly and any other references in time will be construed by reference to the Gregorian calendar;

(b) writing or written includes any mode of representing or reproducing words in a legible and non-transitory form including documents and information sent by email;

(c) duly authorised representative means a person that is authorised by a party to act for, in the name of and on behalf of, that party for a specific purpose, where such authorisation is valid for all relevant purposes (including as evidence before a court) under the laws applicable to the party granting such authority;

(d) words in the singular include the plural and vice versa;

(e) any phrase introduced by the term including, include, in particular or any similar expression will be construed as illustrative and will not limit the sense of the words preceding that term;

(f) persons include individuals, firms, partnerships, limited liability partnerships, companies, bodies corporate, corporations, unincorporated associations, governments, authorities, agencies and trusts (in each case, whether or not having separate legal personality);

(g) Clauses are to clauses of this agreement;

(h) Schedules attached to this agreement (including their respective attachments, if any) form an integral part of this agreement;

(i) Clause headings are included for ease of reference only and will not affect the interpretation of this agreement;

(j) a statute or statutory provision will include all sub-ordinate legislation made from time to time under that statute or statutory provision;

(k) a statute or statutory provision is a reference to it as amended or extended from time to time, or as replaced with equivalent or similar provisions; and

(l) an English legal term for an action, remedy, method of judicial proceeding, legal document, legal status, court, official or a legal concept or thing will, in respect of any jurisdiction other than England, be deemed to include a reference to what most nearly approximates in that jurisdiction to the English legal term.

2. Services

The Introducing Broker will solicit Prospective Customers in an effort to convert such Prospective Customers to Introduced Customers (the Services).

3. Introduced Customers

3.1. A Prospective Customer will be deemed an Introduced Customer, if that person satisfies all the following conditions:

(a) is introduced to the Company by the Introducing Broker;

(b) as determined by the Company, in the Company’s sole discretion, from time to time:

i. satisfies the Company’s Account opening requirements;

ii. provides to the Company the KYC information requested by the Company;

iii. satisfies the Company’s compliance requirements; and

iv. carries out the Company’s Account opening procedure;

(d) in the course of opening an Account follows the Introducing Broker’s referral link to the Platform;

(e) opens an Account; and

(f) after opening the Account, sends a confirmation email or an introducing broker form to the Company requesting the Company to associate its Account to the Introducing Broker, after opening the Account, (collectively, the Eligibility Criteria).

3.2. The Company will deem an Introduced Customer as an Existing Customer for the purposes of this agreement if, at any time, an Introduced Customer notifies the Company that the Introduced Customer desires to be disassociated from the Introducing Broker.

4. Remuneration

4.1. The parties agree that the Company will compensate the Introducing Broker for the provision of the Services as provide the Introducing Broker the Remuneration.

4.2. All amounts payable by the parties under this agreement, including the Remuneration, are stated inclusive of VAT or any other applicable tax.

5. Right to audit

5.1. The Company will have the right to examine the Introducing Broker’s books and records relating to the Remuneration or Services on reasonable grounds.

5.2. For the purposes of Clause 5.1, the Introducing Broker grants to the Company and its professional advisers a right of access to the Introducing Broker’s premises, systems, data storage, documents and information on the giving of reasonable notice during business hours.

5.3. For the purposes of Clause 5, the Company and its professional advisers will use reasonable endeavours to ensure there is no interruption to the business of the Introducing Broker.

6. Introducing Broker’s obligations

During the Term, the Introducing Broker must:

(a) manage, supervise and complete the Services reliably and professionally, in accordance with this agreement in all material respects;

(b) meet any performance dates in relation to the Service to the best of its abilities;

(c) carry out all the Introducing Broker obligations under this agreement including the Introducing Broker obligations related to the Services; and

(d) provide the Services with reasonable skill, expertise and care and in accordance with best industry practice in relation to the Services from time to time;

(e) in no capacity to whatsoever bind or otherwise represent itself as able to bind the Company in relation to trades with Customers or Prospective Customers nor act as an agent, appointed representative or as an authorised representative of the Company or a Company Affiliate. The Introducing Broker must at all times take all reasonable measures to inform Prospective Customers and Introduced Customers in writing that:

i. the Introducing Broker and the Company or and any Company Affiliate are separate and unaffiliated; and

ii. a Customer is a customer of the Company and not a customer of the Introducing Broker;

(f) not register or operate for and on behalf a Customer an Account or execute any Transaction in relation to which the Company provides services to the Customer pursuant to the Operative Agreement, unless the Introducing Broker is duly authorised by the Customer pursuant to the Regulatory Rules;

(g) not make misrepresentations to Customers, Prospective Customers or other persons relating to the Company or a Company Affiliate;

(h) not make any recommendation, including trading recommendations, give advice, accept any commitment or responsibility, or guarantee on any matter for or on behalf of the Company or Company Affiliate;

(i) not issue, publish, distribute or utilise Promotional Material without the prior written consent of the Company;

(j) provide the details and evidence of the Introducing Brokers business activities at the Company’s request;

(k) notify the Company of any regulatory or legal investigation or illegal interference into its commercial affairs and disclose to the Company details of any previous sanctions imposed on the Introducing Broker;

(l) not accept funds from the Customers; and

(m) instruct the Customers to deposit or wire transfer any funds directly to the Company’s bank account; and

(n) in no way represent to any Prospective Customer or Customer that the Company will provide a guarantee against losses or limit the losses of a Customer or that the Company may refrain from collecting any required Margin.

7. Confidential Information

7.1. Subject to Clause 7.2‚ the Introducing Broker irrevocably agrees and undertakes, during the Term and after the Termination Date, to the Company:

(a) to use its best endeavours to keep confidential, and its officers, employees, agents and professional and other advisers keep confidential, all Confidential Information; and

(b) not to give, disclose, sell, transfer, charge or otherwise dispose of the whole or any part of the Confidential Information to any other person; or

(c) not to use the Confidential Information other than for the purposes of the transactions contemplated under this agreement.

7.2. Clause 7.1 does not apply to:

(a) information which is or becomes publicly available (otherwise than as a result of a breach of Clause 7.1); and

(b) the disclosure of information to the extent such disclosure is required by law, any court of competent jurisdiction, any governmental, official or regulatory authority, or any binding judgment, order or requirement of any other competent authority.

8. Intellectual property

8.1. This agreement does not transfer any interest in Intellectual Property Rights. All Intellectual Property Rights developed or created by a party pursuant to the transactions contemplated under this agreement will be owned by the Company (Created IPR).

8.2. The Company may grant to the Introducing Broker a non-exclusive, personal, royalty free license during the Term to use certain of its Created IPR in relation to the transactions contemplated under this agreement to the extent necessary for the Introducing Broker to carry out the Services and its obligations under this agreement.

8.3. At the end of the Term, any license to use the Created IPR under Clause 8.2 will expire and the Introducing Broker will cease to use that Created IPR and will return any physical embodiment of the Created IPR (including any copies) in its possession or control to the Company.

9. Data protection

Both parties will comply with all applicable data protection and privacy laws and regulations under Applicable Law.

10. Restrictive covenants

The Introducing Broker irrevocably agrees, undertakes and covenants with the Company that, during the Term and permanently after the Termination Date, the Introducing Broker will not, directly or indirectly, without the prior written consent of the Company:

(a) solicit or entice away, endeavour to solicit or entice away, or cause to be solicited or enticed away from the Company or any Company Affiliate any manager, employee of the Company or Company Affiliate, whether or not such person would commit any breach of the contract of employment by reason of leaving the service with the Company or Company Affiliate;

(b) solicit or entice away, endeavour to solicit or entice away, or cause to be solicited or enticed away from the Company or any Company Affiliate any Customer of the Company or Company Affiliate;

(c) employ any person who is, or was during the Term, directly or indirectly engaged by the Company or Company Affiliate and who by reason of such engagement is or may be likely to be in possession of any Confidential Information or trade secrets relating to the business of the Company or the Company Affiliate;

(d) canvass, solicit, or entice away, endeavour to canvass, solicit or entice away, or have any business dealings with any person who is, or was during the Term:

i. provided with goods or services related to the business of the Company or Company Affiliate or any supplier of goods or services to the Company or Company Affiliate related to the business of the Company or Company Affiliate; or

ii. negotiating with the Company or Company Affiliate in relation to any such supply by or to the Company or Company Affiliate of goods or services related to the business the Company or Company.

11. Limitation of liability

The Company will not be liable to the Introducing Broker for costs, claims, demands, liabilities, damages and expenses (including legal costs and expenses) incurred by the Introducing Broker in connection with any prosecution or civil claims made by any third party, including a Customer or Prospective Customer, against the Introducing Broker, or the defence of any such prosecution or civil claim, in each case relating to the breach or alleged breach of any of the obligations, covenants and undertakings given by the Introducing Broker in relation to the Services under in this agreement.

12. Indemnities

12.1. Without prejudice to the rights and remedies of the Company pursuant to this agreement, the Introducing Broker will indemnify the Company against:

(a) all costs, claims, demands, liabilities, damages and expenses (including legal costs and expenses) incurred by the Company in connection with any prosecution or civil claims made by any third party, including a Customer or Prospective Customer, against the Company, or the defence of any such prosecution or civil claim; and

(b) all costs and expenses (including legal costs and expenses) reasonably incurred by the Company in connection with any claims or demands made by the Company against the Introducing Broker,

in each case relating to the breach or alleged breach of any of the obligations of the Introducing Broker and the covenants and undertakings given by the Introducing Broker in this agreement or any other agreement that the Introducing Broker may have entered into with a Customer.

12.2 Without prejudice to the Company’s right to claim the full amount owed by the Introducing Broker to the Company under this agreement, if any, the Company has the right to set-off such amount against the Remuneration.

13. Representations and warranties

13.1. For the duration of this agreement, the Company, represents and warrants to the Introducing Broker, that:

(a) it is a company, duly incorporated and validly existing under the laws of the country or place of its current incorporation;

(b) it has the legal right, full power and authority to enter into and perform its obligations under this agreement;

(c) this agreement, when executed, will constitute valid, legal and binding obligations on that party in accordance with its terms;

(d) the entry into and delivery of, and the performance by that party of this agreement will not result in any breach of any provision of its constitutive documents or result in any claim by a third party against any other party or result in the breach of any law or regulation binding upon that party;

(e) all authorisations required to enable that party lawfully to enter into, exercise its rights and comply with its obligations in this agreement have been obtained and are in full force and effect; and

(f) that party is not insolvent and is able to pay its debts as they fall due.

13.2. For the duration of this agreement, the Introducing Broker, if a legal person, represents and warrants to the Company, that:

(g) it is a company, duly incorporated and validly existing under the laws of the country or place of its current incorporation;

(h) it has the legal right, full power and authority to enter into and perform its obligations under this agreement;

(i) this agreement, when executed, will constitute valid, legal and binding obligations on that party in accordance with its terms;

(j) the entry into and delivery of, and the performance by that party of this agreement will not result in any breach of any provision of its constitutive documents or result in any claim by a third party against any other party or result in the breach of any law or regulation binding upon that party;

(k) all authorisations required to enable that party lawfully to enter into, exercise its rights and comply with its obligations in this agreement have been obtained and are in full force and effect; and

(l) that party is not insolvent and is able to pay its debts as they fall due.

13.3. For the duration of this agreement, the Introducing Broker, if a natural person, represents and warrants to the Company, that:

(a) it has the legal right, full power and authority to enter into and perform its obligations under this agreement;

(b) this agreement, when executed, will constitute valid, legal and binding obligations on that party in accordance with its terms;

(c) it has obtained all authorisations required to enable that party lawfully to enter into, exercise its rights and comply with its obligations in this agreement have been obtained and are in full force and effect;

(d) it is a natural person having the full capacity to enter into this agreement; and

(e) it is not bankrupt and able to pay its debts as they fall due.

13.4. For the duration of this agreement, the Introducing Broker represents and warrants to the Company, that:

(a) providing the Services to the Company is in accordance with and does not violate Applicable Law and the Regulatory Rules;

(b) if requested by a regulatory authority or law enforcement agency, the Introducing Broker will cooperate with any regulatory authority or law enforcement agency in relation to the provision of the Services to the Company;

(c) in the course of providing the Services, the Introducing Broker will deal with Customers in a transparent manner and expressly inform Customer of the Introducing Brokers role as an introducing broker and disclose to Customers or Prospective Customers that the Introducing Broker is entitled to receive commission or other benefits as part of the Introducing Brokers role as an introducing broker in accordance with this agreement, any addendum to it, Applicable Law, and the Regulatory Rules;

(d) in the course of providing the Services it shall ensure compliance with Applicable Laws and the Regulatory Rules, including:

i. maintaining adequate policies and procedures to ensure compliance with the relevant requirements;

ii. promptly report to the Company any request or demand for any undue financial or other advantage of any kind received by the Introducing Broker in connection with the performance of this agreement; and

iii. ensuring that any officer, employee, agent, representative or such other person connected to the Introducing Broker complies with the relevant requirements.

14. Duration and termination

14.1. This agreement will come into force on the Agreement Date and remain in force until terminated in accordance with this agreement (the Term).

14.2. Each of the parties will have the right at any time to terminate this agreement, without cause, and without the need for a judicial order, by giving five (5) Days notice to the other party.

14.3. The Company will have the right at any time to terminate this agreement with immediate effect, for any of the reasons listed in this Clause 14.3‚ without the need for a judicial order, by giving notice to the Introducing Broker:

(a) if the Introducing Broker defaults to a material extent in the due observance or performance of any of the terms and conditions of this agreement and has failed to remedy the default within thirty (30) days' of being notified of the default by the Company;

(b) if the Introducing Broker will, for any reason, cease to be able to satisfy its obligations under this agreement or be prevented from satisfying its obligations, and has failed to resume satisfying its obligations within thirty (30) days' of being notified to resume satisfying its obligations by the Company;

(d) the Company, in its sole discretion, is of the opinion that the other party is acting in bad faith or the Introducing Broker, or its activities, are adversely affecting, damaging or harmful to:

i. the reputation of the Company; or

ii. a Customer;

(e) the Introducing Broker, as applicable:

i. has entered into liquidation or receivership, or a court order has been made to that effect.; or

ii. is insolvent and unable to pay its debts as they fall due.

14.4. The termination of this agreement, in accordance with its terms, is without prejudice to any of the rights and obligations of the parties under this agreement existing immediately prior to the Termination Date.

14.5. Clauses 1, 5, 7, 8, 9, 10, 11, 12, 21, 22, 23, and 24 will survive the Termination Date and continue to apply notwithstanding the termination of this agreement.

15. Assignment

15.1. The Company may without the prior written consent of the Introducing Broker assign, transfer, sub-contract in whole or in part any rights under this agreement, to a Company Affiliate.

15.2. Unless otherwise expressly provided in this agreement, a party may not without the prior written consent of the other party assign, transfer, sub-contract whole or in party any right under this agreement, to a third party.

16. No agency or partnership

16.1. Nothing in this agreement is intended, or will be deemed, to constitute a party the agent or partner of the other party or authorise a party to make or enter into any commitments for or on behalf of the other party.

16.2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

17. Variation

The terms and conditions of this agreement, including the Schedules, will only be capable of being varied by agreement, executed by each of the parties (or its duly authorised representative).

18. Rights of third parties

Subject to Clauses 15, a third party, who is not a party to this agreement, will not have rights to enforce any of the terms of this agreement, unless such right is expressly granted to a third party under this agreement.

19. Entire agreement

This agreement constitutes the entire agreement and understanding between the parties relating to its subject matter and supersedes previous agreements, arrangements or understandings (whether written or oral) between the parties relating to such subject matter.

20. Force Majeure

Neither party will be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control (including but not limited to events such as war, political embargos or sanctions, epidemics or pandemics). In such circumstances the time for performance will be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for three (3) months, the party not affected may terminate this agreement by giving notice to the affected party.

21. General

21.1. The rights and remedies provided in this agreement are cumulative and not exclusive of any rights or remedies provided by law.

21.2. Notwithstanding that any provision of this agreement may prove to be illegal or unenforceable, the remaining provisions of this agreement will continue in full force and effect.

21.3. This agreement is not exclusive, and the Company retains the right to enter into similar agreements with other introducing brokers at any time.

22. Notices

22.1. All notices required to be given or information supplied by either of the parties to the other pursuant to the provisions of this agreement must be sent either :

(a) by email; or

(b) through the Portal,

in each case, email address given in this agreement for the purpose and marked for the attention of the person so given, or email address as may from time to time be notified by either of the parties to the others.

In the case of service on the Company to:

For the attention of: ALL ROAD TRUSTS MANAGEMENTS MARKET LIMITED

with a copy to: ALL ROAD TRUSTS MANAGEMENTS MARKET LIMITED Legal

For the attention of: ALL ROAD GROUP Legal

In the case of service on the Introducing Broker to:

Such person and for the attention of and to the email address of such person as registered on the Introducing Broker’s Account.

22.2. A notice given under this agreement will be deemed to have been received:

(a) if sent by email or through the Portal, when confirmation of its delivery has been recorded by the sender's computer.

23. Governing law

This agreement will be governed by, construed, interpreted and applied in accordance with the laws of the Comoros Union.

24. Dispute resolution

24.1. Any dispute arising out of or in connection with this agreement including any dispute regarding the existence, formation, performance, interpretation, nullification, termination or invalidation of this agreement, will be referred to and finally resolved by arbitration in accordance with the Rules, which Rules are deemed to be incorporated by reference into this Clause. For the purposes of any arbitration proceedings commenced pursuant to this Clause:

(a) the number of arbitrators will be one (1) and Rule 6 of the Rules will not apply;

(b) the seat (or legal place) of arbitration will be the Comoros Union;

(d) the language to be used in the arbitral proceedings will be English; and

(e) the governing law of the contract will be the substantive laws of the Comoros Union.

24.2. None of the parties will:

(a) challenge any arbitral award made pursuant to arbitration proceedings conducted in accordance with Clause 24.1; and

(b) object to or challenge any application to enforce any arbitral award made pursuant to arbitration proceedings conducted in accordance with Clause 24.1 in any court, and each party agrees that it will submit to the jurisdiction of that court for the purposes of those enforcement proceedings.

24.3. Clause 24.1 and 24.2 will be binding on any person who acquires rights under this agreement by operation of law or otherwise. Any such person who intends to commence legal proceedings in relation to a dispute arising out of or in connection with this agreement will, as a precondition of commencing such proceedings, give prior notice to all the parties that it agrees to be bound by this Clause.

Schedule

(the Remuneration)

The parties agree that the Company will compensate the Introducing Broker for the provision by the Introducing Broker to the Company of the Services by providing to the Introducing Broker the Remuneration as follows below.

1. The Company may, at the Company’s sole discretion, offer to the Introducing Broker:

(a) a part or the whole of the Spread quoted by the Platform, and the Company will compensate the Introducing Broker that part of the Spread, agreed for Transactions entered into by, or for and behalf of, Introduced Customers, provided the Spread has been applied by the Company to such Transactions, and for the purposes of this agreement the Company will notify the Introducing Broker of the relevant offer.

(b) a wider Spread than the Spread quoted by the Platform, and the Company will compensate the Introducing Broker with an amount representative of the wider Spread, less the Spread, agreed for Transactions entered into by, or for and behalf of, Introduced Customers, provided the wider Spread has been applied by the Company to such Transactions, and for the purposes of this agreement the Company will notify the Introducing Broker of the relevant offer.

2. The Company may, at the Company’s sole discretion, offer to the Introducing Broker:

(a) a part or the whole of the Company’s standard commission arising from Transaction, and the Company will compensate the Introducing Broker that part of it’s commission agreed for Transactions entered into by, or for and behalf of, Introduced Customers, provided it’s commission has been applied by the Company to such Transactions, and for the purposes of this agreement the Company will notify the Introducing Broker of the relevant offer.

(b) a higher commission than the Company’s standard commission arising from Transactions, and the Company will compensate the Introducing Broker with an amount representative of the higher commission, less the Company’s standard commission, agreed for Transactions entered into by, or for and behalf of, Introduced Customers, provided the higher commission has been applied by the Company to such Transactions, and for the purposes of this agreement the Company will notify the Introducing Broker of the relevant offer.

3. The Company, at the Company’s sole discretion, reserves to right to refuse compensating the Introducing Broker with the Remuneration if the Introducing Broker is in breach of this agreement, subject to the Company notifying the Introducing Broker of its decision to do so.

4. Unless otherwise agreed between the parties, the Company will compensate the Introducing Broker with the Remuneration as determined by the Company, from time to time.

5. The Company reserves the right, in the Company’s sole discretion, to amend this Schedule, and the agreed Remuneration, without prior notice to or consent of the Introducing Broker.

6. The Company will not be liable to compensate the Introducing Broker for any fee arrangements agreed between the Introducing Broker and a Customer, including in the event a Customer does not remunerate the Introducing Broker in accordance with such fee arrangements agreed between the Introducing Broker and a Customer.

As a general rule, the content read and agreed upon in writing is considered to have been fulfilled by both parties in the contract.