This Broker Agreement is effective from the date of signing and replaces all previous agreements and documents.

This agreement sets out the nature of the relationship between Novus Black LTD (‘The Company’) and The Broker and the terms on which The Company will accept business from The Broker. The agreement will have effect immediately upon its signing by The Broker or upon the commencement of any transaction effected by, or through, The Broker with The Company.

1.    Introduction

1.1.    This agreement sets out the terms of business relevant to an intermediary (hereby known as ‘The Broker’) who introduces investors to Novus Black LTD (hereby known as ‘The Company’) to invest in Novus Black Fund UK LTD (hereby known as ‘The Fund’).

1.2.    By introducing an investor to The Company,  The Broker will acknowledge that the terms set forth in this agreement apply to the transaction(s) concerned, and that it undertakes to The Company to perform the obligations set out below.

1.3.    The Company will only accept business from The Broker once they have agreed to the terms of this agreement, and The Company reserves the right to cease to accept business from, or to refuse any particular business proposed by, The Broker. 

1.4.    The Broker undertakes to notify The Company promptly should it become aware of any material breach on its part of the FCA rules, or any other applicable law, or if it becomes the subject of a formal investigation or disciplinary or enforcement action by the FCA or any other regulator, which is in either case material to this agreement. 

1.5.    The Broker undertakes to notify The Company should they be involved in any negative press both online and offline that could cause harm to The Company or The Fund and their reputations.

1.6.    The Broker will sign this Broker Agreement and acknowledge that no commission can be paid until the form has been signed and returned to The Company. The Broker is responsible for reading, understanding, and agreeing to the terms of this agreement and will be responsible for ensuring it carries out its specific obligations under these terms.

1.7.    In the event of a change of name, or acquisition by another firm, The Broker agrees to provide written evidence of such changes and to sign a new Broker Agreement as required by The Company.

2.    Brokers Relationship with the Investor

2.1.    The Broker shall not make, or otherwise imply, that they are employed by, or act as an agent of The Company or The Fund and may not use any accreditations or regulations held by, or associated with, The Company or The Fund in association with their own name.

2.2.    The Broker may not advise, solicit, or entice the investor to place investment, alter their financial holdings, or offer financial advice of any kind in relation to The Company, The Fund and/or the terms of this agreement.

2.3.    The Broker may not offer any promises, warranties, guarantees, or representations to the client concerning The Company, The Fund, or any of its associated entities or services.

3.    Rules for Promotion

3.1.    Introductions may only come from pre-existing contacts including clients, friends and family.

3.2.    The Broker may not market Novus Black to anybody outside of their pre-existing network as indicated above (3.1) As such, The Broker may not:

a)    Engage in any online marketing including but not limited to:

i.    Posting or making any representation of The Company or The Fund, or any relationship between The Broker and The Company or The Fund  through social media channels such as Facebook, Instagram, Twitter, Twitch, Youtube, Linkedin, TickTock, Snapchat, Pinterest, Reddit or any other channels.

ii.    Submitting, displaying, or otherwise making any representation of The Company or The Fund on private or public websites, whether owned by The Broker or not, including but not limited to company websites, personal websites, comparison websites, blogs, vlogs, forums, or any online platform whatsoever.

iii.    Email marketing of any description regarding The Company or The Fund, unless the email is solely addressed to an individual within The Broker’s existing network who meets the eligibility criteria outlined in The Fund’s Information Memorandum and where the contents of the email have been approved by The Company. 

iv.    Creating Whatsapp (or other messaging app) groups or sending Whatsapp (or other messaging app) campaigns or bulk messages unless the addressees of such messages are within The Broker’s existing network and meet the eligibility criteria outlined in The Fund’s Information Memorandum and where the contents of the messages have been approved by The Company. 

v.    Purchasing or attaining leads outside of The Broker’s existing network for the purpose of unsolicited messages, emails, or phone calls.

b)    Engage in any offline marketing including but not limited to:

i.    Cold-calling or phoning individuals not within The Broker’s existing network. 

ii.    Advertising or marketing The Company or The Fund by way of radio adverts, TV commercials, promotional items, printed adverts of any description, billboards, magazine adverts, newspaper engagements, or any other marketing method.

iii.   Discussing information surrounding returns, performance, or corporate structures of The Company or The Fund to any individual that does not meet the eligibility criteria outlined in The Fund’s Information Memorandum.

3.3.    The Broker may not act as marketing agent of The Company or The Fund and will not issue any circular, advertisement, leaflet, or other promotional material about The Company or The Fund, whether on electronic media or otherwise, unless The Company has supplied the document or approved the material and it’s intended introduced client in writing.

3.4.    The Broker may not offer explanation or representation of The Company or The Fund in any capacity to the client and may only introduce clients to The Company who may then make their own explanations and representations.

4.    Suitability

4.1.    Under restrictions specified in COBS 9, in relation to client suitability, The Broker may not approach individuals that do not fall under the exemptions outlined in COBS 4.12.6 as suitable for investment in The Fund as a Non-Mainstream Pooled Investment (NMPI).

4.2.    For avoidance of doubt, The Broker may only approach individuals that qualify as Certified High Net Worth, Certified Sophisticated Investors, Self-Certified Sophisticated Investors, Per Se Professional Clients , or Institutional Investors as defined in COBS 4.12.6 (https://www.handbook.fca.org.uk/handbook/COBS/4/12A.html).

4.3.    Investors introduced by The Broker will undergo a suitability and identity check conducted by Globacap Ltd (The Fund’s FCA Approved Cash Custodian). This will require the investor to upload personal identification documents to the Globacap Ltd system. https://globacap.com.

4.4.    The Broker may not provide any marketing or marketing material of any kind to an investor until their suitability has been checked and verified to the satisfaction of Globacap Ltd.

4.5.    Any investor identified as a US client under either the US Investment Advisers Act or FATCA may not be eligible for investment in The Fund and may be rejected by The Company.

4.6.    Any investor identified as a resident of anywhere in the ‘Restricted Jurisdiction’ according to the FCA handbook, might not be suitable to investment in The Fund and might be rejected by The Company pending further guidance from compliance teams.

5.    Multi-Level 

5.1.    The Company does not adopt, promote, support, or endorse any multi-level marketing activities.

5.2.    The Company has no Multi-Level marketing levels, strategies, processes, agreements, rewards, proposals, plans or platforms that The Broker can benefit from or promote.

5.3.    The Company remunerates only The Broker named on this agreement.

5.4.    Commissions cannot be split, or part paid, and any payments to external individuals is at the sole discretion of The Broker.

5.5.    If The Broker wishes to obtain further Brokers below themselves, The Company must first approve these individuals. Only individuals who have passed KYC checks of The Fund may be approved by The Company. The Broker accepts sole responsibility for the actions of individuals working to introduce clients on their behalf and, should such individuals disobey rules set out in this agreement, the liability will be on The Broker and consequences could include, but are not limited to, termination of this agreement as per clause 9. 

6.    Handling of investor money

6.1.    Unless The Broker informs otherwise, The Company will assume that The Broker is not authorised to hold client money and therefore may not hold, transfer, or otherwise engage in financial transactions with or on behalf of the client in relation to investments placed with The Fund.  

7.    Commission Payments

7.1.    The Broker will receive commission payments from The Company totalling 13% of The Company share which itself is 70% of the net trading profit generated by The Fund on introduced capital calculated and paid out on a monthly basis.

7.2     On single introductions where the invested amount exceeds £1,000,000.00, a stand alone agreement may be required that will superseed the commission payment amount of this agreement.

7.3.    If an investor deposits or withdraws capital, the commission due to The Broker would increase or decrease in line with the new balance. 

7.4.    The Company will notify The Broker within 5 days of remuneration being due whether an introduced investor has made a deposit or withdrawal that impacts the total amount of remuneration The Broker may be due. 

7.5.    Commission payments due to The Broker from an introduced investor deposit will begin accruing from the month following that in which the investor deposited their capital. 

7.6.    Commission payments will be paid by The Company directly into The Broker’s investment account at the fund, unless expressly requested to be paid directly into a nominated bank account, by the 2nd business day of the new month once monthly calculations are complete

7.7.    The Broker must invoice The Company by the 4th business day of the new month, which is to be sent to financial@novusblack.co.uk.

8.    Confidentiality & Data Protection

a)    The Broker shall at all times both during and after termination of this agreement keep all information disclosed to them or obtained by them relating to The Fund or The Company confidential. 

b)    The Company, The Fund and The Broker shall at all times comply with the Data Protection Act of 1998.

c)    Each party shall indemnify the other against all claims, action, proceedings, liability, loss, cost and expenses incurred in connection with any breach of this agreement. 

9.    Failure To Comply

9.1.    Should any terms of this agreement be broken, immediate action will be taken by The Company which may include but is not limited to:

a)    Cessation of all commissions owed to The Broker without notice;

b)    Termination of this agreement without notice;

c)    Engagement of legal action should the infraction be deemed to: cause reputational damage to The Fund or The Company, contravene any regulatory or legal guidelines or rules, or bring into disrepute any shareholder, employee, or director of The Company or The Fund.

10.    Termination

10.1.    The Company has the right to cancel and terminate this agreement for any reason with 30 day’s notice at any time via written notice. 

10.2.    Upon termination of this agreement, where the terms of this agreement have been broken (as set out in clause 9), The Broker will no longer receive or accrue any commission from introductions made at any point to The Company and shall be prohibited from making further introductions. 

10.3.    The Company has the right to terminate this agreement without notice if The Broker:

a)    commits any breach of this agreement, or any regulatory requirements or makes any circumstantial changes that would breach this agreement;

b)    brings The Company or any associated companies into legal disrepute with the public, investors, regulators or media;

c)    is declared bankrupt, made the subject to any legal investigation relating to financial matters or enters into an arrangement with their creditors;

d)    for any reason is unable to perform its obligations and duties set out within this document.

11.    Applicable Law: Entire Agreement

11.1.    This Agreement shall be constructed and interpreted in accordance with the laws of England & Wales.

11.2.    All Parties agree that in the event that legal dispute arises relating to this Agreement the laws of England & Wales will prevail.

12.    Third Party Rights

12.1.    This Agreement is made solely and specifically between the Parties named for the benefit of the Parties. This agreement is not intended to be for the benefit of and shall not be enforceable by any other person or company and neither party can declare itself a trustee of the rights under it for the benefit of any third-party.

All parties detailed above are required to sign this agreement and by doing so agree to all of the clauses above. The parties hereto, by their officers or representatives are duly authorised to sign the declaration below.