Trade Syndication terms.

1. What these terms are

These Trade Syndication Terms are the Desk-specific terms referred to in section 10 of the Terms of Service. They apply in addition to the Terms of Service, the Risk Disclosure, the Privacy Policy and the AML Policy. Where they conflict with the Terms of Service in respect of Trade Syndication, these terms govern.

Your agreement for this service is with Arizet Labs ME Limited (Reg. No. HE 488153), Panagias Trooditissis 11, Lakatamia, 2322, Nicosia, Cyprus ("The Desk", "we", "us", "our"). "You" means the person who holds the account.

By purchasing contracts or syndicating a trade you accept these terms. If you do not accept them, do not purchase contracts and do not syndicate a trade.

2. What the service is

You trade a simulated account. No money of yours is at risk on that account, nothing you do on it can create a debt, and its profit or loss is not money owed to or by anyone.

Syndicating a trade is a request, not an instruction. When you syndicate a trade you are asking The Desk to consider placing its own capital into a corresponding position in a live market — for its own account, in its own name, at its own risk, and under its own risk management. You pay a fee per contract for that consideration.

If The Desk allocates and that allocation makes money, you are paid 90% of what The Desk's own allocation earned on your trade. If The Desk does not allocate, or allocates and makes nothing, you are paid nothing and you have spent the fee.

3. The fee

The fee is charged per contract, at the moment you submit a trade for syndication. It buys the consideration of that trade by the engine. It is not a payment for allocation and it is not a deposit.

The fee is not refundable if the engine declines your trade, allocates less than the maximum, allocates and exits early, or allocates nothing at all — including where the reason is one of those set out in sections 4 or 6.

Contracts purchased are spendable only on your own syndicated trades and are not withdrawable, transferable or exchangeable for cash. Contracts do not expire. Prices, bundle sizes and the number of contracts a payment buys may change for future purchases; contracts you already hold are unaffected by a later price change.

4. The engine decides

4.1 What the engine decides

The engine decides whether to allocate capital to your trade, when, how much, whether to increase or reduce that amount as the trade develops, when to stop out or take profit on The Desk's own position, and when to stand aside entirely. Those decisions are final. They are not negotiable, not appealable, and not reviewable on request.

4.2 Whose interest the engine serves

The engine acts to protect The Desk's capital, under The Desk's own risk parameters. It does not act in your interest, it does not owe you a duty of care in reaching those decisions, and it is not a stop-loss, a hedge, a guarantee or a protection of any kind for your own position.

Equally, and for the same reason: The Desk's risk decisions never touch your simulated account. Your position opens, runs and closes exactly as you traded it. The Desk stepping aside does not close your trade, does not breach your account, and carries no penalty, no rule and no consequence for you beyond the fee already paid.

4.3 The parameters are ours, and they change

The engine's parameters — including participation levels, the allocation ladder, stop distances, per-instrument and aggregate risk limits, capacity limits, qualification thresholds, and which instruments are eligible at all — are proprietary and confidential, and may be changed, tightened, suspended or withdrawn by The Desk at any time, for any instrument, without notice and without liability. A parameter that applied to a trade yesterday creates no entitlement today.

4.4 Nothing shown to you is a promise

Two trades that look identical may receive different allocations, or one and none, without that being an error. Nothing on any screen — in any simulation, pre-open preview, projection, illustration, replay, historical example or marketing material — is an offer, a quotation, a commitment or a prediction of what the engine will do with a live trade. All such figures are indicative and are superseded by what actually happens.

4.5 No allocation is guaranteed

You may pay the fee and receive no allocation at all. That is a normal outcome of this service, not a failure of it, and it gives rise to no refund, credit, replacement contract or other remedy.

5. What you are paid, and when

5.1 How the payout is calculated

Your payout is 90% of the realised result of The Desk's own allocation on your trade, computed from the fills The Desk actually received at the venue, inclusive of spread, slippage, financing and costs actually incurred. It is never computed from your simulated account's profit or loss, from a mid-price, or from any indicative figure displayed anywhere in the product.

5.2 Amounts move until they settle

While a trade is open, accrued amounts move with price and can fall as well as rise. Nothing is owed until settlement.

5.3 How a trade settles

• The Desk ends its allocation (taking profit, or standing aside on a trade that has already qualified) — you are settled at the best confirmed level reached, even if price has since fallen back.
• You close your trade — you are settled at your own exit.
• The Desk was stopped out before the trade qualified — the settlement is nil. The Desk lost its own money standing behind you, and neither party owes the other anything beyond the fee already paid.

5.4 When a payout becomes payable

A payout becomes payable only after settlement, and only where KYC verification is complete and the checks in section 9 are satisfied. Payouts are made in the currency and by the methods offered at the time, and any network, transfer or conversion cost of the method you choose is yours.

5.5 Corrections

Where an amount has been credited in error — a pricing fault, a bad or stale market-data print, a duplicate settlement, a venue trade-break or cancellation, or a defect in the product — The Desk may correct or reverse it, and may set the correction off against your balance or against future payouts. We will tell you when we do.

6. Liquidity, volatility, and when we simply cannot

You acknowledge that The Desk's ability to allocate depends on live market conditions and on third parties. In each of the circumstances below, an allocation may be reduced, delayed, partially filled, exited early, or not made at all — in every case without liability to you and without refund of the fee:

6.1 Insufficient liquidity

There is not enough size available at the venue, at an acceptable price, at that moment, in that instrument, to open or add to the position — including at the open, into the close, around auctions, expiries and rollovers, and in thin or out-of-hours sessions.

6.2 Capacity

The instrument, the execution lane, or The Desk's book as a whole is at its risk or exposure limit; or the concentration of demand across all traders syndicating the same or a correlated instrument in the same direction exceeds what The Desk is willing or able to carry. Capacity is finite and shared. The Desk may allocate to other traders in preference to you, and is under no obligation to allocate on a first-come basis or on any other stated basis.

6.3 Extreme volatility and disorderly markets

Gapping, limit-up or limit-down conditions, circuit breakers, trading halts, auction states, price-limit regimes, extreme spread widening, scheduled or unscheduled news and data releases, weekend and holiday gaps, opening rotations, or any market The Desk reasonably considers disorderly or untradeable.

6.4 Venue, broker, vendor, data and infrastructure failure

Outage, disconnection, rejection, throttling, latency, degraded, delayed or stale price data, an erroneous print, a cancelled or busted trade, or a change to venue rules, margin requirements, position limits or product specifications.

6.5 Instrument availability

An instrument that is suspended, restricted, delisted, expiring, rolling, subject to a corporate action, newly added and not yet observed for long enough, or that The Desk withdraws from the service, with or without notice.

6.6 Legal, regulatory and compliance

Any requirement of law, regulation, sanctions, a regulator, a venue, a bank, a payment provider or a counterparty; and any anti-money-laundering, sanctions or fraud concern.

6.7 Force majeure

Anything beyond The Desk's reasonable control, including acts of God, war, civil unrest, terrorism, epidemic, industrial action, failure of utilities, telecommunications or internet service, and cyber-attack.

6.8 Slippage and execution difference

The Desk's fills may differ, sometimes materially, from any price displayed to you before or during a trade. Your payout is computed from the fills The Desk actually received. A difference between a displayed price and an executed price is not a defect and is not compensable.

6.9 No assurance

For the avoidance of doubt, The Desk gives no assurance whatsoever as to the availability, capacity, continuity, speed, timing, size, duration or result of any allocation. None of the circumstances in this section gives rise to a claim, a refund, a credit, a replacement contract, a re-run of the trade, or any other remedy.

7. The Desk trades its own book

The Desk trades for its own account. It may hold, hedge, net, offset, reduce or close positions across many traders and many instruments; it may as a result of other traders' activity or its own risk management be positioned in the same instrument in the opposite direction to you; it may execute at more than one venue; and it may allocate to other traders in preference to you where capacity is limited.

None of this is a conflict on which you are entitled to be consulted, and none of it changes what you are paid, which is always 90% of the result of the allocation attributed to your trade.

8. Fair use

This service is for genuine, independent, discretionary trading. The following are prohibited, and may result in refusal to allocate, forfeiture of unsettled payouts, forfeiture of unused contracts, suspension, and termination of your account:

• operating or benefiting from more than one account without our written consent, or coordinating trades between accounts or with other people
• opening offsetting or paired positions across accounts, or any arrangement whose purpose is to extract payouts without taking genuine directional risk
• exploiting a pricing error, a stale or erroneous quote, a latency difference, a data-feed fault, or any other defect in the product
• automated submission, scripting, or any use designed to test, probe or overwhelm capacity or the engine's decision path
• any attempt to reverse-engineer or model the engine's parameters for advantage, or to induce allocation other than by trading on the merits
• any use that is unlawful, or that is intended to disguise the origin or ownership of funds

Where a payout is traced to conduct prohibited by this section, it may be withheld, reversed or recovered, and where the conduct is also a breach of law we may report it.

9. Identity, sanctions and payouts

The AML Policy applies in full to this service. In addition, and specifically in relation to payouts:

• KYC verification must be complete before any payout is released.
• Payouts are made only to a bank account or wallet held in your own verified name. Third-party payouts are not made in any circumstance.
• Payout destinations, including cryptocurrency wallet addresses, are screened against sanctions lists and for exposure to illicit activity before and after payment, and a destination may be refused.
• We may request source-of-funds or source-of-wealth information, and may delay, withhold or refuse a payout pending a satisfactory response.
• Where required by law we may report a transaction or a relationship to the relevant authority, and we may be prohibited from telling you that we have done so.
• Persons who are citizens of, resident in, located in, or otherwise connected to the prohibited jurisdictions listed in the AML Policy may not use this service, and no payout will be made to them.

10. Changes, suspension and ending the service

The Desk may change these terms, the fee, the bundles offered, the instruments available, and the engine's parameters, and may suspend or discontinue Trade Syndication in whole or in part.

Material changes to these terms will be posted on this page and notified to registered users at least 30 days before they take effect, except where a change is required with immediate effect by law, by a regulator, or by risk. Trades already settled are unaffected by a later change.

We may suspend or close your access to this service where we reasonably believe it is necessary for legal, regulatory, risk, security or fair-use reasons. Settled payouts already due to you remain due, subject to section 9.

11. No advice, no guarantee

Nothing in this product or on our websites is investment, financial, legal or tax advice, or a recommendation to trade any instrument or to trade at all. Simulations, projections, illustrations, replays, historical examples and past results do not predict future results. Most trades do not produce a payout. You are solely responsible for your own tax position and for any reporting your jurisdiction requires.

12. Liability

The limitation of liability in the Terms of Service applies to this service in addition to this section. To the maximum extent permitted by law, The Desk's total liability arising out of or relating to Trade Syndication is limited to the syndication fees you paid in the 12 months preceding the claim, and The Desk is not liable for indirect, consequential, incidental or punitive damages, lost profits, lost payouts, lost trading opportunities, or the outcome of an allocation that was reduced, delayed or never made.

Nothing in these terms excludes or limits any liability that cannot lawfully be excluded or limited, including liability for fraud or fraudulent misrepresentation.

13. Governing law

These terms are governed by the laws of the Republic of Cyprus, and the courts of Cyprus have exclusive jurisdiction over any dispute arising out of or in connection with them — without prejudice to any non-excludable right you may have as a consumer to bring proceedings in your country of residence.

14. Your acknowledgement

By purchasing contracts or syndicating a trade you confirm that you have read and accepted these terms, and that you specifically acknowledge section 4 (the Quant & Risk Engine alone decides whether, when and how much capital is allocated, and no allocation is guaranteed) and section 6 (liquidity, capacity, volatility and venue conditions can reduce or prevent allocation entirely, and the fee is payable either way).

15. Contact

Questions about these terms: thedesk@arizet.com. Arizet Labs ME Limited, Panagias Trooditissis 11, Lakatamia, 2322, Nicosia, Cyprus (Reg. No. HE 488153).