Terms of Business

These Terms of Business (the "Terms", also referred to as the Company's terms and conditions) set out the terms on which Exura Prime Ltd ("Exura Prime", the "Company", "we", "us", "our") provides services to its clients. Exura Prime Ltd is incorporated in the Republic of Mauritius (registration number 235905 GBC) and is authorised and regulated by the Financial Services Commission of Mauritius (the "FSC") as an Investment Dealer (Full Service Dealer, excluding Underwriting) under Licence No. GB26206361, pursuant to the Securities Act 2005 and applicable FSC rules. Registered office: 5th Floor, Docks 1, The Docks Caudan, Port Louis, Mauritius.

Together with the Application Form, the Client & Service Agreement, the Order Execution Policy, the Deposits & Withdrawals Policy, the AML/CTF & KYC Policy, any fee schedule and any schedules or annexes provided to you (together, the "Agreement"), these Terms form a legally binding agreement between you and the Company. By submitting an application, registering on the client portal, or entering into any Transaction with us, you agree to be bound by the Agreement. In case of conflict between language versions, the English version prevails.

1. Who these Terms apply to

1.1. The Company provides services exclusively to professional and eligible counterparties: institutions — brokers, proprietary trading firms, hedge funds, asset managers and other financial businesses — and individuals who qualify on the basis of net worth and investment experience, in each case as assessed by the Company ("Client", "you").

1.2. Our services are not offered to retail investors, and nothing on our website or in the Agreement constitutes an offer to any person in a jurisdiction where such offer would be unlawful. The eligibility criteria and restricted jurisdictions published on our Legal Information page form part of these Terms.

1.3. You act as principal on your own account. If you operate a brokerage or manage third-party funds, you — not the Company — are solely responsible for your own clients ("End Clients"), including their onboarding, categorisation, disclosures and complaints. The Company has no relationship with, and owes no duty to, any End Client.

2. Commencement and account establishment

2.1. The Agreement commences when the Company confirms acceptance of your application, and in any event you are deemed to accept it upon entering into your first Transaction.

2.2. Account opening is subject to the Company's onboarding requirements, including identity, corporate and beneficial-ownership verification, sanctions and PEP screening, source-of-funds checks and tax self-certification (FATCA/CRS), as described in the AML/CTF & KYC Policy. The Company may request additional information or documents at any time and may accept or decline any application at its sole discretion, without obligation to give reasons.

2.3. The Company may impose minimum initial deposit requirements. The current minimum initial deposit for direct trading accounts is USD 10,000, as published on our website; bespoke arrangements are governed by the applicable Service Agreement.

2.4. You must promptly notify the Company (in any event within five business days) of any material change to information previously provided.

3. Services

3.1. Subject to the Agreement, the Company may provide: reception and execution of orders in Margin FX Contracts, Contracts for Difference and other OTC financial products issued by the Company; liquidity and pricing services; market data; access to trading platforms (including the Company's MetaTrader 5 server) and connectivity services (FIX API, bridges, REST/WebSocket); white-label arrangements; and related operational, risk-management and support services (the "Services").

3.2. The scope, pricing and service levels applicable to bespoke arrangements are set out in the Client & Service Agreement and its schedules. The Company may add to, modify, suspend or discontinue any Service in accordance with Section 17.

3.3. The Company does not provide investment advice, portfolio management or discretionary services. No communication from the Company constitutes advice or a recommendation, and no fiduciary relationship arises under the Agreement.

4. Client representations and warranties

4.1. On entering the Agreement and again on each Transaction, you represent and warrant that: (a) the Agreement is binding on you and does not breach any law or other agreement; (b) all information you have supplied is accurate and complete, and you will keep it updated; (c) you have the power, authorisations, licences and consents required for your activities and your use of the Services; (d) you act as principal and not as agent for any undisclosed person; (e) you possess the knowledge, experience and financial resources to assess and bear the risks of the Transactions, and you are willing and able to sustain a total loss of funds committed to trading; (f) funds transferred to the Company originate from lawful sources; (g) neither you nor your beneficial owners, directors or authorised representatives are subject to sanctions administered by the United Nations, Mauritius, OFAC, the European Union or the United Kingdom, or based in a jurisdiction on our restricted list; (h) you will not rely on any communication from the Company as investment advice; (i) you are solely responsible for your tax obligations; and (j) you maintain adequate technological and security controls for your use of the Services.

4.2. You must notify the Company promptly of any material change affecting these representations. If you or a related person become a sanctions subject, the Company may immediately cease dealings to the extent required.

5. Client money

5.1. Money received from or on behalf of Clients ("Client Money") is handled in accordance with the Governing Law and the conditions of the Company's FSC licence. Client Money is held segregated from the Company's own funds, in accounts with third-party banking institutions or payment providers selected with reasonable skill and care, and is used only for its specified purpose.

5.2. Client Money may be held in omnibus accounts together with money of other Clients. Unless required by applicable law, no interest is payable on Client Money.

5.3. The Company is not liable for the insolvency, default or failure of any third-party institution holding Client Money, except to the extent directly caused by the Company's wilful misconduct, fraud or gross negligence. In such an event the Company may only have an unsecured claim on your behalf.

5.4. The Company may apply Client Money for margin, collateral, settlement, and payment of fees or other liabilities you owe, and may convert currencies at reasonable prevailing rates where necessary. Deposits and withdrawals are further governed by the Deposits & Withdrawals Policy.

5.5. Nothing in the Agreement constitutes a guarantee of capital, a deposit-taking arrangement or a banking service.

6. Margin and risk requirements

6.1. You must provide and maintain such Initial Margin and Maintenance Margin as the Company requires, which the Company may vary at any time — including intraday and without prior notice in volatile or illiquid conditions.

6.2. It is your responsibility to monitor your Account, Margin Level, open Positions and pending orders at all times. The Company may, but is not obliged to, issue margin calls.

6.3. If your Equity falls below required levels, the Company may in its discretion close or reduce any or all Positions, refuse new orders, or take any other risk-management action, without prior notice. Rapid market movements, gaps and illiquidity may prevent timely liquidation and may result in losses exceeding deposited funds, subject to any negative-balance arrangements expressly agreed in writing.

7. Orders, execution and trading procedures

7.1. Orders are submitted electronically through the trading platform or connectivity approved by the Company. Any order you submit is an offer to enter into a Transaction, subject to acceptance and available liquidity; a Transaction is binding once execution is confirmed by the Company.

7.2. Orders are executed in accordance with the Order Execution Policy, which describes the Company's straight-through (A-book) execution model, the execution factors applied, and the monitoring of execution quality. By entering into the Agreement you consent to that Policy, including execution outside a regulated market or MTF.

7.3. Prices, quotes and market data are indicative until execution is confirmed. Execution may be affected by volatility, gaps, liquidity shortages, slippage, partial fills, rejections, latency and failures of third-party infrastructure; executed prices may differ from requested prices.

7.4. The Company may rely on any instruction reasonably believed to originate from you, your authorised persons, or anyone using your credentials or API keys, and is not liable for losses arising from unauthorised access except to the extent directly caused by the Company's wilful misconduct, fraud or gross negligence. Keep your credentials secure and notify us immediately of any suspected compromise.

7.5. The Company may impose position, exposure, frequency or size limits, restrict the Account to closing transactions, suspend trading in any product, or decline any order, where reasonably necessary for risk-management, operational, legal, regulatory or sanctions reasons.

7.6. Following a corporate event or market disruption affecting an underlying instrument, the Company may make reasonable adjustments to affected Positions and contract terms to preserve their economic effect. Trade confirmations are issued within 24 hours of execution and account statements at least quarterly, in accordance with the Company's licence conditions.

8. Prohibited conduct and market abuse

8.1. You must not engage in market abuse or unauthorised activity, including: manipulation, spoofing, wash trading, quote stuffing, insider dealing, exploitation of pricing errors, system delays or latency arbitrage; circumvention of the Company's risk, margin, pricing or security controls; introduction of malicious code; or any activity that impairs the orderly provision of the Services.

8.2. Where the Company reasonably determines that activity constitutes market abuse, unauthorised activity or abusive flow, it may reject or reverse the affected Transactions, adjust resulting profits, suspend or terminate the Account, and report to competent authorities. Legitimate trading styles — including scalping, news trading and automated strategies — are not, in themselves, prohibited; specific parameters are agreed at onboarding.

9. Manifest error

9.1. The Company may void, amend or correct any Transaction executed on the basis of a manifest error — an obvious, material error in price, quote or data feed, a stale price, or a system malfunction — placing the parties, so far as reasonable, in the position they would have been in absent the error. The Company will act reasonably and document any such determination.

10. Fees, charges and set-off

10.1. You will pay the spreads, markups, commissions, financing/swap charges and other fees applicable to your Account, as disclosed in the applicable fee schedule, Service Agreement or trading platform. The Company may amend its fees in accordance with Section 17.

10.2. All amounts you owe are payable when due without set-off or withholding. The Company may at any time set off any amount it holds for you against any amount you owe it, across accounts, currencies and Transactions.

11. Events of default and close-out

11.1. Each of the following is an Event of Default: failure to pay or meet margin obligations; breach of the Agreement; insolvency or analogous proceedings; provision of false or misleading information; regulatory or sanctions events; or any circumstance where the Company reasonably considers action necessary to protect itself or its other clients.

11.2. On an Event of Default the Company may, without prior notice: terminate or suspend the Agreement or any Service; close out, reverse or void any or all Positions at prevailing prices; convert currency balances; net and set off obligations to arrive at a single settlement amount; retain funds pending final determination of liabilities; and exercise any other rights available at law.

12. Limitation of liability and indemnity

12.1. Nothing in the Agreement excludes liability that cannot be excluded under applicable law. Subject to that, the Company is not liable for: loss of profits, indirect or consequential loss; losses arising from market conditions, slippage, gaps or liquidity shortages; failures of third-party infrastructure, liquidity providers, banks or data providers; force majeure events; or actions reasonably taken under the Agreement or applicable law. The Services, platforms and data are provided "as is" and "as available".

12.2. The Company's aggregate liability under the Agreement is limited to losses directly caused by its wilful misconduct, fraud or gross negligence.

12.3. You will indemnify the Company against losses, claims and expenses (including reasonable legal costs) arising from your breach of the Agreement, your violation of applicable law, your dealings with End Clients, or unauthorised use of your Account, except to the extent caused by the Company's wilful misconduct, fraud or gross negligence.

13. Force majeure

13.1. The Company is not liable for any failure or delay caused by events beyond its reasonable control, including market disruption, suspension or failure of any liquidity provider or venue, cyber incidents, telecommunications or power failures, epidemics, war, civil unrest, sanctions, changes in law, or natural disasters. During such an event the Company may suspend Services, modify margin requirements, or close Positions where reasonably necessary.

14. Confidentiality, data protection and recordings

14.1. Each party will keep the other's confidential information confidential, save for disclosures required by law, regulators, courts, auditors or professional advisers, or made to service providers under equivalent duties.

14.2. Personal data is processed in accordance with the Mauritius Data Protection Act 2017 and our Privacy Policy. The Company may record and retain communications, orders and system logs; such records may be used as evidence and retained in line with regulatory requirements.

15. Complaints

15.1. Complaints must be submitted in writing to sales@exuraprime.com and will be handled under the Company's internal complaints procedure. Notify us of any dispute, alleged error or unauthorised Transaction without undue delay and in any event within 30 calendar days of the date you became aware, or ought reasonably to have become aware, of it.

15.2. If you are not satisfied with the outcome of the internal process, you may — after exhausting it — refer the matter to the FSC of Mauritius in accordance with its applicable rules. Ongoing disputes do not suspend your payment, margin or settlement obligations.

16. Suspension and termination

16.1. Either party may terminate the Agreement on written notice. The Company may suspend or terminate immediately where required for legal, regulatory, sanctions, prudential or risk-management reasons, or on an Event of Default.

16.2. Termination does not affect accrued rights and obligations. Following termination the Company will close or transfer open Positions in an orderly manner, deduct amounts owed, and return the remaining balance in accordance with the Deposits & Withdrawals Policy. Provisions which by their nature survive termination (including liability, indemnity, confidentiality and governing law) continue in force.

17. Amendments

17.1. The Company may amend these Terms, its fees, policies, product specifications, margin requirements and operational procedures by publishing the updated version on its website or notifying you electronically. Amendments take effect on the date specified; your continued use of the Services constitutes acceptance. Material changes will be notified with reasonable advance notice where practicable.

18. General

18.1. The Agreement (including documents incorporated by reference) is the entire agreement between the parties and supersedes prior arrangements on the same subject matter. If any provision is held invalid, the remainder continues in force. The Company may assign or transfer the Agreement to an affiliate or successor with notice to you; you may not assign without the Company's written consent. No failure to exercise a right is a waiver of it. Notices may be given electronically — by email, the client portal or the trading platform — and are deemed received when made available.

19. Governing law and jurisdiction

19.1. The Agreement, and any non-contractual obligations arising from it, are governed by the laws of the Republic of Mauritius. The courts of Mauritius have exclusive jurisdiction over any dispute, without prejudice to the Company's right to seek interim or protective relief in any jurisdiction where you or your assets are located.

Risk warning. Margin FX and CFDs are leveraged products that carry a significant risk of loss; losses may exceed deposited funds. Services are provided exclusively to professional and eligible counterparties. This document is published for transparency; the executed Agreement (including any Service Agreement and schedules) prevails in case of conflict.