Client Agreement — Vorum Capital

Vertex Capital & Tech Limited — Trading as Vorum Capital

IMPORTANT NOTICE

THIS CLIENT AGREEMENT ("AGREEMENT") GOVERNS YOUR RELATIONSHIP WITH VERTEX CAPITAL & TECH LIMITED ("THE COMPANY"). PLEASE READ THIS AGREEMENT CAREFULLY BEFORE OPENING AN ACCOUNT. BY OPENING AN ACCOUNT OR USING OUR SERVICES, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD AND ACCEPTED ALL TERMS OF THIS AGREEMENT.

THIS COMPANY IS REGISTERED IN SAINT LUCIA AS AN INTERNATIONAL BUSINESS COMPANY (IBC No. 2026-00522). IT IS NOT REGULATED BY ANY FINANCIAL REGULATORY AUTHORITY, INCLUDING BUT NOT LIMITED TO THE COMISSÃO DE VALORES MOBILIÁRIOS (CVM) OF BRAZIL, THE FINANCIAL CONDUCT AUTHORITY (FCA) OF THE UNITED KINGDOM, THE SECURITIES AND EXCHANGE COMMISSION (SEC) OF THE UNITED STATES, OR ANY EQUIVALENT AUTHORITY. CLIENTS TRADE AT THEIR OWN RISK.

SECTION 1 — DEFINITIONS

"Agreement" means this Client Agreement together with all schedules, appendices, and documents incorporated by reference, including the Risk Disclosure Statement, Privacy Policy, and AML/KYC Policy.

"Company" means Vertex Capital & Tech Limited, registered in Saint Lucia under the International Business Companies Act (Cap. 12.14), IBC No. 2026-00522, trading as Vorum Capital, with registered address at Ground Floor, The Sotheby Building, Rodney Village, Rodney Bay, Gros-Islet, Saint Lucia.

"Client" or "You" means the individual or legal entity who has accepted this Agreement and opened a Trading Account.

"Trading Account" means the account opened by the Client with the Company for the purpose of entering into Transactions.

"Financial Instruments" means contracts for difference (CFDs) on foreign exchange pairs, precious metals, commodities, equity indices, individual equities, and cryptocurrencies, as made available by the Company from time to time.

"Transaction" means any trade, order, position, or contract entered into by the Client through the Trading Platform.

"Trading Platform" means the electronic system made available by the Company, including Leverate and TradingView integrations, through which the Client places orders and manages positions.

"Margin" means the funds required to open and maintain a leveraged position.

"Leverage" means the ratio between the notional value of a Transaction and the Margin required.

"Spread" means the difference between the buy (ask) and sell (bid) price quoted by the Company.

"Base Currency" means the currency in which the Client's Trading Account is denominated.

"Business Day" means any day on which banks in Saint Lucia are open for business, excluding Saturdays, Sundays, and public holidays in Saint Lucia.

"AML/KYC Policy" means the Company's Anti-Money Laundering and Know Your Customer Policy, as amended from time to time.

SECTION 2 — ELIGIBILITY AND ACCOUNT OPENING

2.1 Eligibility Requirements

To open a Trading Account, you must:

(a) Be at least 18 years of age or the legal age of majority in your jurisdiction, whichever is higher;

(b) Have full legal capacity to enter into binding contracts in your jurisdiction of residence;

(d) Not be subject to any sanctions administered by the United Nations, United States Office of Foreign Assets Control (OFAC), European Union, or any applicable sanctions authority;

(e) Have provided accurate, complete, and truthful information during the registration process;

(f) Have successfully completed the Company's KYC verification process.

2.2 Account Opening Process

(a) You must complete the online registration form on the Company's website;

(b) You must provide all documentation requested under the Company's AML/KYC Policy, including but not limited to: valid government-issued photo identification, proof of address (not older than 3 months), and source of funds declaration for deposits above USD 10,000;

(d) The Company reserves the right to refuse, suspend, or terminate any account at its sole discretion, without obligation to provide reasons.

2.3 Restricted Jurisdictions

The Company does not offer services to residents of the following jurisdictions ("Restricted Jurisdictions"):

United States of America and its territories
United Kingdom (without appropriate FCA authorization)
European Economic Area member states (without appropriate EU authorization)
Canada
Japan
North Korea, Iran, Cuba, Syria, Sudan (OFAC-sanctioned countries)
Any other jurisdiction where the offering of these services would be unlawful

NOTICE FOR RESIDENTS OF BRAZIL: Vertex Capital & Tech Limited is NOT authorized, registered, or regulated by the Comissão de Valores Mobiliários (CVM) or the Banco Central do Brasil. The services offered herein are not subject to Brazilian financial regulation. By accessing these services, you represent that you understand and accept that (i) you are not receiving services under the oversight of Brazilian regulatory authorities; (ii) no CVM investor protection mechanisms apply; (iii) the Fundo Garantidor de Créditos (FGC) does not cover your funds; and (iv) you are solely responsible for compliance with any obligations applicable to you under Brazilian law.

2.4 Suitability

You acknowledge that trading in leveraged financial instruments involves significant risk of loss and may not be suitable for all investors. Before opening an account, you should consider whether trading is appropriate for you in light of your experience, investment objectives, financial resources, and risk tolerance. The Company does not provide personalized investment advice.

SECTION 3 — FINANCIAL INSTRUMENTS AND SERVICES

3.1 Services Offered

The Company offers the following services:

(a) Execution of orders in CFDs on: foreign exchange pairs (FX), precious metals (Gold, Silver), commodity indices, equity indices, individual equity CFDs, and cryptocurrency pairs;

(b) Provision of a Trading Platform and associated tools;

(d) Client support services.

3.2 Nature of CFDs

(a) CFDs are derivative instruments. When you trade a CFD, you do not own the underlying asset. You are speculating on the price movement of the underlying asset.

(b) CFDs are leveraged products. A small adverse movement in the price of the underlying asset can result in a loss that exceeds your initial deposit.

3.3 Execution

(a) The Company executes all orders as principal, acting as market maker and counterparty to all Client transactions;

(b) Prices quoted by the Company are derived from reference prices of underlying markets but may differ from prices available elsewhere;

(d) Orders are subject to the Company's Order Execution Policy, available on the website.

3.4 No Investment Advice

(a) Nothing provided by the Company constitutes investment advice, a recommendation, or a solicitation to buy or sell any financial instrument;

(b) Any market analysis, research, educational content, or commentary provided is for informational purposes only;

SECTION 4 — LEVERAGE AND MARGIN

4.1 Leverage

(a) The Company offers leverage ratios as displayed on the Trading Platform, up to the maximum allowed under the Company's risk management policy;

(b) Leverage amplifies both potential profits and potential losses;

(c) The Company reserves the right to change leverage limits at any time, including reducing leverage on specific instruments or for specific accounts, without prior notice.

4.2 Margin Requirements

(a) You must maintain sufficient Margin in your Trading Account at all times;

(b) The Company will issue a Margin Call when your account equity falls below the Margin Call Level, as displayed on the Trading Platform;

(c) If your account equity falls to or below the Stop Out Level, the Company may, at its sole discretion, close one or more of your open positions without prior notice;

(d) You are responsible for monitoring your account and ensuring adequate Margin is maintained at all times.

4.3 Negative Balance Protection

(a) The Company will not hold you liable for negative balances resulting from normal market conditions, provided you have not acted fraudulently or in bad faith;

(b) Negative balance protection does not apply in cases of market manipulation, fraud, system abuse, or during periods of extreme market volatility or liquidity gaps (price gapping);

(c) If your account goes into a negative balance due to gapping or slippage during highly volatile market conditions, the Company will review the circumstances on a case-by-case basis.

SECTION 5 — DEPOSITS AND WITHDRAWALS

5.1 Deposits

(a) Deposits must be made through the payment methods available on the Company's website, which may include bank transfer, PIX (Brazil), credit/debit cards, and digital wallets;

(b) The Company only accepts deposits from bank accounts or payment instruments registered in the Client's own name;

(d) The Company does not accept cash deposits;

(e) Minimum deposit amounts vary by account type as published on the Company's website;

(f) Deposits in cryptocurrencies are accepted where available, and values are converted at the prevailing exchange rate at the time of receipt.

5.2 Withdrawals

(a) Withdrawal requests must be submitted through the Client Portal;

(b) The Company will process approved withdrawal requests within the following timeframes:

Withdrawal Amount	Processing Timeframe
Up to USD 4,999.99	1–3 Business Days from approval
USD 5,000 and above	Up to 21 Business Days from approval

For withdrawals of USD 5,000 and above, the extended processing period reflects the Company's enhanced verification procedures, liquidity management requirements, and coordination with its banking and payment service providers. The Company shall use reasonable endeavours to complete processing within the stated timeframe. The Client acknowledges and accepts that the Company shall not be liable for any losses, opportunity costs, or other damages arising from the exercise of its right to process withdrawals within these stated periods;

(c) Withdrawals will be processed to the same payment method used for the original deposit where technically possible ("same source" policy). Where the original payment method is no longer available, the Company may request alternative withdrawal instructions at its sole discretion, which may extend the applicable processing timeframe;

(d) The Company reserves the right to conduct additional verification — including but not limited to enhanced due diligence, source of funds documentation, and compliance review — before processing any withdrawal. The processing timeframes in Section 5.2(b) commence upon completion of all required verification, not upon submission of the withdrawal request;

(e) The Company may delay or refuse a withdrawal if: (i) there are open margin positions that would be adversely affected; (ii) there are outstanding obligations owed by the Client to the Company; (iii) the Company has reasonable grounds to suspect fraud, money laundering, or other financial crime; (iv) the withdrawal request cannot be verified as authentic; or (v) applicable law or a competent authority requires the Company to do so;

(f) The Client is solely responsible for ensuring that all withdrawal destination details provided to the Company are accurate and complete. The Company shall not be liable for funds transferred to incorrect accounts as a result of inaccurate information provided by the Client;

(g) Withdrawal fees, if applicable, are disclosed in the Company's Fee Schedule.

5.3 Client Fund Segregation

(a) The Company maintains Client funds in segregated bank accounts, separate from the Company's own operational funds;

(b) Client funds are not used for the Company's operational expenses;

(c) Segregation of funds does not constitute a guarantee of the safety of Client funds and does not create a trust relationship. Client funds are not protected by any government deposit guarantee scheme.

SECTION 6 — FEES AND CHARGES

6.1 Trading Costs

(a) Spread: The primary cost of trading is the spread between bid and ask prices;

(b) Commission: Applicable to certain account types, as disclosed in the account terms;

(c) Overnight/Swap Fees: Positions held overnight are subject to swap charges or credits, reflecting interest rate differentials and the Company's financing charge;

(d) Inactivity Fee: An inactivity fee may be charged on accounts with no trading activity for a period exceeding 90 consecutive days, as disclosed in the Fee Schedule;

(e) Currency Conversion Fee: Where a transaction is denominated in a currency different from the Account Base Currency, a conversion fee applies.

6.2 Fee Changes

The Company reserves the right to modify its fee structure at any time. Changes will be published on the Company's website and, where material, notified to Clients in advance.

SECTION 7 — CONFLICTS OF INTEREST

7.1 Disclosure

(a) The Company acts as principal and counterparty to all Client transactions. The Company may profit when Clients lose and may suffer losses when Clients profit;

(b) The Company may hedge its market exposure at its discretion;

(d) Employees and affiliates of the Company may trade in the same instruments available to Clients.

7.2 Conflict Management

The Company maintains a Conflicts of Interest Policy designed to identify and manage conflicts of interest. A summary is available on the Company's website.

SECTION 8 — COMMUNICATIONS AND NOTICES

8.1 Language

This Agreement is available in English. Where translations are provided (including Portuguese), the English version shall prevail in the event of any inconsistency.

8.2 Electronic Communications

(a) The Client consents to receive all communications electronically, including to the email address provided at registration;

(b) It is the Client's responsibility to maintain an up-to-date email address on file;

8.3 Client Communications

All Client communications to the Company should be directed to: support@vorumcapital.com

SECTION 9 — COMPLAINTS

9.1 Complaints Procedure

(a) Clients who wish to make a complaint should submit it in writing to: compliance@vorumcapital.com;

(b) The Company will acknowledge receipt of a complaint within 5 Business Days;

(d) If the Client is dissatisfied with the resolution, the matter may be referred to arbitration as provided in Section 11.

SECTION 10 — TERMINATION

10.1 By the Client

The Client may close their account at any time by providing written notice to the Company, subject to:

(a) Settlement of all open positions;

(b) Payment of all outstanding fees and charges;

10.2 By the Company

The Company may terminate this Agreement and close the Client's account, with or without prior notice, in the event of:

(a) Breach of any provision of this Agreement;

(b) Provision of false or misleading information;

(d) Failure to pass or maintain KYC requirements;

(e) Regulatory, legal, or compliance requirements;

(f) At the Company's sole discretion, for any reason.

SECTION 11 — GOVERNING LAW AND DISPUTE RESOLUTION

11.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of Saint Lucia, without regard to its conflict of law principles.

11.2 Jurisdiction

The Client agrees that the courts of Saint Lucia shall have non-exclusive jurisdiction to settle any disputes arising under this Agreement. The Company reserves the right to pursue claims in any other competent jurisdiction.

11.3 Arbitration

Any dispute, controversy, or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall be finally settled by arbitration in accordance with the UNCITRAL Arbitration Rules. The seat of arbitration shall be Saint Lucia. The language of arbitration shall be English. Any award rendered by the arbitral tribunal shall be final and binding upon the parties.

11.4 No Waiver

Failure by either party to exercise any right or remedy under this Agreement shall not constitute a waiver of that right or remedy.

SECTION 12 — MISCELLANEOUS

12.1 Entire Agreement

This Agreement, together with all incorporated documents, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, representations, or understandings.

12.2 Amendments

The Company may amend this Agreement at any time by posting the updated version on its website. Continued use of the Company's services after the effective date of the amendment constitutes acceptance of the amended terms.

12.3 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.4 Assignment

The Client may not assign their rights or obligations under this Agreement. The Company may assign its rights and obligations to any affiliate, successor, or acquirer.

12.5 Force Majeure

The Company shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to: acts of God, war, civil unrest, governmental actions, market disruptions, power outages, or technological failures.

SECTION 13 — ACKNOWLEDGMENT

By opening a Trading Account, you confirm that:

☐ You have read and understood this entire Client Agreement;
☐ You have read and understood the Risk Disclosure Statement;
☐ You have read and understood the Privacy Policy;
☐ You understand that the Company is NOT regulated by the CVM of Brazil, FCA of the UK, SEC of the USA, or any equivalent financial regulatory authority;
☐ You understand that trading CFDs involves significant risk and is not suitable for all investors;
☐ You understand that withdrawals of USD 5,000 and above are processed within up to 21 Business Days;
☐ You are not a resident of a Restricted Jurisdiction;
☐ All information provided during registration is accurate, complete, and truthful;
☐ You are at least 18 years of age.