Risk Disclosure and Warnings Notice

PREAMBLE

This Risk Disclosure and Warnings Notice ("Notice") is provided by 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 ("the Company"). This Notice forms an integral part of the Client Agreement and must be read in conjunction with the Terms and Conditions, Privacy Policy, and AML/KYC Policy.

This Notice does not purport to disclose all risks and other significant aspects of trading in foreign exchange ("Forex"), Contracts for Difference ("CFDs"), or any other financial instruments offered by the Company. You should not deal in these products unless you understand their nature and the extent of your exposure to risk. You should also be satisfied that the product is suitable for you in light of your circumstances, knowledge, and financial position.

Trading in leveraged financial instruments is not appropriate for every investor. Past performance is not a reliable indicator of future results. The value of your investment may go down as well as up.

THE COMPANY IS NOT REGULATED BY ANY FINANCIAL SUPERVISORY AUTHORITY, INCLUDING BUT NOT LIMITED TO: THE FINANCIAL SERVICES REGULATORY AUTHORITY (FSRA) OF SAINT LUCIA, 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 OF AMERICA, THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION (ASIC), OR THE CYPRUS SECURITIES AND EXCHANGE COMMISSION (CySEC). YOUR FUNDS ARE NOT PROTECTED BY ANY STATUTORY INVESTOR COMPENSATION SCHEME.

SECTION 1 — LEVERAGE AND MARGIN RISK

1.1 Nature of Leveraged Products

CFDs and Forex are leveraged instruments. This means you may trade a notional value many times greater than the funds deposited in your account. The ratio between notional value and required deposit is referred to as "leverage."

The Company may offer leverage ratios of up to 1:500 on certain instruments. Leverage is a double-edged tool: it amplifies both potential profits and potential losses proportionally.

1.2 Quantified Leverage Risk Illustrations

Leverage	Price Movement Against You	Loss of Margin
1:50	2.0%	100% of Margin
1:100	1.0%	100% of Margin
1:200	0.5%	100% of Margin
1:500	0.2%	100% of Margin

Example: You deposit USD 1,000 and open a position in EUR/USD at 1:100 leverage. Your notional exposure is USD 100,000. A movement of 100 pips (1.0%) against you eliminates your entire USD 1,000 margin. An additional 20-pip movement against you would result in a negative balance of USD 200 absent negative balance protection.

1.3 Margin Calls and Forced Liquidation

The Company operates a margin call system. When your account equity falls to or below the Margin Call Level (expressed as a percentage of required margin as displayed on the Platform), you will receive a notification that additional funds are required. If your equity continues to fall to the Stop Out Level, the Company will, without further notice, automatically close your open positions in order from the largest floating loss to the smallest, until your account equity returns above the minimum margin requirement.

You acknowledge that you may not be able to add funds in time to prevent Stop Out, particularly during periods of rapid price movement. The Company bears no liability for losses resulting from forced liquidation at Stop Out.

1.4 Variation of Margin Requirements

The Company reserves the right to increase margin requirements at any time, including without prior notice, in the following circumstances:

(a) Increased market volatility on specific instruments or asset classes;

(b) Reduced liquidity in underlying markets;

(d) Abnormal account concentration risk;

(e) Regulatory or risk management requirements.

Any change in margin requirements applies to both new and existing open positions.

SECTION 2 — MARKET RISK

2.1 General Market Risk

Financial markets are subject to continuous and unpredictable price movements driven by factors including, but not limited to: macroeconomic data releases, geopolitical events, central bank monetary policy decisions, natural disasters, sovereign debt ratings, corporate earnings announcements, and shifts in investor sentiment.

There is no investment strategy that eliminates market risk. Price movements can and do occur at any time, including outside your local business hours.

2.2 Correlation Risk

Many financial instruments are correlated, meaning they tend to move in the same or opposite direction. In periods of market stress, historical correlations may break down or become more extreme. Holding multiple positions that you believe are diversified may not provide the protection you expect.

2.3 Event Risk

Certain events can cause extreme price movements within milliseconds. These include: central bank policy surprises, geopolitical crises, natural disasters, pandemics, flash crashes, and regulatory interventions. Open positions may be severely impacted with no opportunity to react.

SECTION 3 — GAPPING AND SLIPPAGE RISK

3.1 Gapping

A "gap" occurs when the price of an instrument jumps from one level to another without trading through intermediate prices. Gaps typically occur:

(a) At market open (Sunday evening for FX) following weekend news;

(b) Immediately following major scheduled economic announcements;

(d) During illiquid market hours.

Gaps may cause stop-loss orders to be executed at prices materially worse than your specified level. Stop-loss orders are NOT guaranteed to limit your losses to the level specified.

3.2 Slippage

Slippage occurs when the price at which your order is executed differs from the price you requested. Slippage can be positive (execution at a better price) or negative (execution at a worse price). Negative slippage is more likely during periods of high volatility, major news releases, and market opens.

3.3 Partial Fills

Under conditions of reduced liquidity, your order may be filled partially at one price level and partially at another, resulting in an average execution price different from the requested price.

3.4 Weekend Risk

For instruments that trade continuously during the week, positions held over the weekend are exposed to price movements that occur when markets are closed. When markets reopen, there may be a significant gap between Friday's closing price and Sunday's opening price.

SECTION 4 — FOREIGN EXCHANGE AND CURRENCY RISK

4.1 Base Currency Risk

If your account is denominated in a currency different from the currency of the instrument you are trading (or the currency in which you fund your account), you are exposed to exchange rate risk in addition to market risk on the underlying instrument.

4.2 Example

If your account is in USD and you trade FTSE 100 CFDs (denominated in GBP), your P&L on the trade will be converted from GBP to USD at the prevailing exchange rate at the time of conversion. A depreciation of GBP against USD will reduce your USD profit even if the underlying trade was profitable in GBP terms.

4.3 Emerging Market Currency Risk

Instruments denominated in or linked to emerging market currencies may be subject to extreme volatility, capital controls, devaluation risk, sovereign risk, and thin liquidity conditions not typically encountered in major currency pairs.

SECTION 5 — LIQUIDITY RISK

5.1 Market Liquidity

Liquidity refers to the ability to execute trades at predictable prices and in desired sizes without causing significant market impact. Liquidity can be severely reduced during:

(a) Market opens and closes;

(b) Major economic data releases;

(d) Public holidays in the relevant market;

(e) After-hours trading for equity index CFDs;

(f) Periods of extreme market stress.

5.2 Impact of Illiquidity

During periods of reduced liquidity, you may experience: wider bid/ask spreads, slippage on market orders, inability to execute at specified prices, delayed order execution, and requotes. In extreme cases, the Company may suspend trading on specific instruments to protect clients and the Company from disorderly market conditions.

5.3 Cryptocurrency Liquidity

Cryptocurrency markets may experience sudden and extreme liquidity crises, including periods where it is impossible to execute large orders without causing significant price impact. Cryptocurrency markets operate 24/7, including weekends, and are particularly susceptible to sudden liquidity events.

SECTION 6 — COUNTERPARTY RISK

6.1 Company as Principal

The Company acts as principal (market maker) and is the direct counterparty to all your trades. This means your ability to realize profits depends entirely on the Company's capacity and willingness to fulfil its financial obligations to you. Unlike exchange-traded instruments, there is no central clearing house guaranteeing performance.

6.2 Company Insolvency Risk

If the Company were to become insolvent or otherwise unable to meet its obligations, you would be an unsecured creditor of the Company. Your funds, although held in segregated accounts, may not be fully recoverable in all insolvency scenarios. Your funds are NOT protected by any government-backed deposit guarantee scheme or investor compensation fund.

6.3 Segregated Account Risk

The Company maintains client funds in segregated bank accounts separate from operational funds. However:

(a) Segregation is not a guarantee against loss in the event of Company insolvency;

(b) The banks holding segregated funds are themselves subject to credit risk;

(d) There may be a shortfall if the Company's records are inaccurate or if a bank fails.

SECTION 7 — TECHNOLOGY, SYSTEM, AND OPERATIONAL RISK

7.1 Platform and Infrastructure Risk

The Company's trading infrastructure is dependent on technology systems that are subject to failure. You acknowledge that:

(a) Hardware or software failures may prevent order placement, modification, or cancellation;

(b) Internet connectivity failures on your side or the Company's side may cause service disruption;

(d) The Company does not guarantee uninterrupted access to the Trading Platform;

(e) Data transmission delays ("latency") may affect the timeliness of order execution;

(f) Platform outages may cause positions to remain open or closed contrary to your intentions.

7.2 Algorithmic and Automated Trading Risk

If you use algorithmic trading strategies, expert advisors (EAs), or copy trading systems, you assume all risks associated with:

(a) Software bugs or logic errors in the algorithm;

(b) The algorithm reacting inappropriately to abnormal market conditions;

(d) Failure of the connection between your algorithm and the Trading Platform;

(e) The algorithm operating without your real-time oversight.

The Company reserves the right to prohibit or restrict the use of certain automated trading strategies at its sole discretion.

7.3 Cybersecurity Risk

You are responsible for the security of your own computing devices, internet connection, and login credentials. The Company is not responsible for losses arising from:

(a) Unauthorized access to your account due to compromise of your credentials;

(b) Malware or keyloggers on your device;

(d) Use of public or unsecured Wi-Fi networks for trading.

You must enable two-factor authentication (2FA) where available and use a unique, strong password for your account.

SECTION 8 — CRYPTOCURRENCY AND DIGITAL ASSET RISK

8.1 Specific Risks of Cryptocurrency CFDs

Where the Company offers CFDs on cryptocurrencies, the following additional risks apply:

(a) Extreme volatility: Cryptocurrency prices can move by 10%, 20%, or more in a single day. Combined with leverage, this can result in near-instantaneous loss of all margin;

(b) 24/7 market risk: Cryptocurrency markets never close. You are exposed to adverse price movements at all times, including nights, weekends, and public holidays. Positions held over weekends are subject to substantial gap risk;

(c) Regulatory risk: Cryptocurrencies are subject to varying and evolving regulatory treatment globally. A government prohibition, taxation change, or exchange restriction in any major jurisdiction can cause sudden and severe price declines;

(d) Technology risk: Blockchain networks underlying cryptocurrencies may experience technical failures, network attacks (51% attacks), protocol changes (hard forks), or abandonment by developers;

(e) Concentration and manipulation risk: Cryptocurrency markets may be susceptible to price manipulation by large holders ("whales"), coordinated trading activity, and wash trading on less regulated exchanges;

(f) Underlying asset vs. CFD: When trading cryptocurrency CFDs, you do not own the underlying cryptocurrency. You cannot withdraw cryptocurrency to an external wallet. All positions are settled in cash.

8.2 Stablecoin and Digital Payment Risk

Where the Company accepts deposits or processes payments in stablecoins (e.g., USDT, USDC), you acknowledge:

(a) Stablecoins may lose their peg to the reference currency, particularly during market stress;

(b) The Company converts stablecoin deposits to the account base currency at the prevailing rate at time of receipt;

SECTION 9 — REGULATORY AND LEGAL RISK

9.1 Company's Regulatory Status

Vertex Capital & Tech Limited is registered in Saint Lucia as an International Business Company (IBC No. 2026-00522) under the International Business Companies Act, Cap. 12.14. The Company does not hold a licence from any financial supervisory authority and does not operate under the oversight of:

The Financial Services Regulatory Authority (FSRA) of Saint Lucia;
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;
The Australian Securities and Investments Commission (ASIC);
The Cyprus Securities and Exchange Commission (CySEC);
The Financial Sector Conduct Authority (FSCA) of South Africa;
Or any other equivalent regulatory authority.

Operating without a regulatory licence means that:

(a) The Company is not subject to mandatory capital adequacy requirements;

(b) The Company is not subject to mandatory client fund segregation requirements under financial services regulation (though the Company voluntarily segregates client funds);

(d) There is no financial ombudsman to whom you can escalate unresolved complaints;

(e) Regulatory protections available to clients of licensed brokers do not apply to you.

9.2 Jurisdictional Risk for Brazilian Clients

In Brazil, the offering of financial intermediation services in securities and derivatives is regulated activity requiring authorization from the Comissão de Valores Mobiliários (CVM) under Law No. 6,385/1976 and applicable CVM Resolutions. The Company is NOT authorized by the CVM and does not hold any equivalent authorization from the Banco Central do Brasil.

Brazilian clients who choose to use the Company's services:

(a) Do so entirely on their own initiative and at their own risk;

(b) Assume sole responsibility for compliance with all applicable Brazilian laws and regulations, including but not limited to applicable CVM resolutions, Banco Central do Brasil regulations (including Resolution No. 277/2022 on foreign exchange transactions), and Law No. 4,131/1962 (Capital Law);

(c) Are solely responsible for all applicable Brazilian tax obligations, including Income Tax (IRPF) on capital gains from foreign investments, and the obligation to declare foreign assets above the applicable threshold to the Receita Federal do Brasil (Declaração de Capitais Brasileiros no Exterior — DCBE);

(d) Cannot benefit from any protections afforded by Brazilian financial consumer protection laws or the Sistema Brasileiro de Defesa do Consumidor as they relate to regulated financial services.

9.3 Change in Law Risk

Laws and regulations applicable to your use of the Company's services may change. A regulatory change in Saint Lucia or your jurisdiction of residence may:

(a) Require the Company to suspend or terminate services to residents of your jurisdiction;

(b) Subject you to new tax obligations or reporting requirements;

SECTION 10 — TAX RISK AND OBLIGATIONS

10.1 General

You are solely responsible for determining and fulfilling your tax obligations arising from trading activity conducted through the Company's platform. Tax treatment of gains from Forex and CFD trading varies significantly between jurisdictions and may include: capital gains tax, income tax, VAT, and other levies.

10.2 Brazilian Tax Considerations

For Brazilian residents (informational only — not tax advice):

(a) Gains on foreign investments are generally subject to Income Tax at progressive rates under Brazilian law;

(b) Brazilian residents are required to declare foreign assets (including balances held at foreign financial institutions) in the Annual Income Tax Return (Declaração de Ajuste Anual) and, where applicable, in the DCBE;

(d) You should consult a qualified Brazilian tax adviser before commencing trading.

10.3 No Tax Advice

Nothing in this Notice or any other communication from the Company constitutes tax advice. The Company strongly recommends that you consult an independent tax adviser in your jurisdiction of residence.

SECTION 11 — INSOLVENCY OF SERVICE PROVIDERS

The Company uses third-party service providers including banks, payment processors, technology vendors, and liquidity providers. Any of these parties may become insolvent or otherwise unable to perform their obligations. This may result in disruption to the Company's services, delays in processing deposits or withdrawals, or, in extreme cases, loss of client funds held by third parties.

SECTION 12 — PSYCHOLOGICAL RISK

Trading, particularly with leverage, can be psychologically demanding. The emotional impact of losses, the temptation to "recover" losses by increasing position sizes, and the stress of monitoring volatile positions can impair rational decision-making and lead to outcomes materially worse than planned.

You should:

Only trade with money you can afford to lose entirely;
Set a personal risk limit per trade and per day and adhere to it;
Never trade to recover losses by increasing risk;
Take breaks from trading during periods of stress or emotional volatility;
Seek professional support if trading is causing significant emotional distress.

SECTION 13 — STATISTICS AND PERFORMANCE WARNINGS

Studies of retail CFD trading consistently demonstrate that a substantial majority of retail investors lose money when trading leveraged products. This is attributable to a combination of factors including: the cost of the spread and overnight financing, the psychological effects described in Section 12, inadequate risk management, and the inherently uncertain nature of financial markets.

Past performance, whether of the Company's platform, individual traders, copy trading signal providers, or trading strategies, is not a reliable or predictive indicator of future performance.

SECTION 14 — ACKNOWLEDGMENT

By opening a Trading Account, you confirm that:

☐ You have read and understood this Risk Disclosure and Warnings Notice in its entirety;
☐ You understand that CFDs and Forex are leveraged instruments and that you may lose all funds deposited;
☐ You understand that the Company is the direct counterparty to your trades and is not regulated by any financial supervisory authority;
☐ You understand that your funds are not protected by any government-backed investor compensation scheme;
☐ You understand and accept the specific risks applicable to your jurisdiction as described herein;
☐ You are not relying on the Company for investment advice;
☐ You are trading with funds that you can afford to lose and that loss of these funds will not materially affect your standard of living.