Operator & Prop Trader Participation Rulebook

Version 1.0

This Rulebook forms part of the contractual framework governing participation within the Spondula ecosystem. This Rulebook applies to:

• Prop Traders;
• Operators;
• Merchants (where applicable);
• Approved Business Participants.

This Rulebook may be amended by Spondula Ltd from time to time.

1. Purpose

The purpose of this Rulebook is to establish:

• operational requirements;
• reporting requirements;
• compliance obligations;
• participation standards;
• ecosystem conduct requirements.

All participants agree to comply with this Rulebook as a condition of participation.

2. Participation Status

Participation in the ecosystem is a privilege and not a right. Spondula may:

• approve applications;
• reject applications;
• suspend participation;
• terminate participation.

Participation may be discontinued at any time in accordance with applicable agreements.

3. Independent Status

All participants acknowledge and agree that:

• they act independently;
• they act for their own account;
• they are not agents of Spondula;
• they are not employees of Spondula;
• they are not authorised to bind Spondula.

Nothing in the ecosystem creates:

• a partnership;
• a joint venture;
• an agency relationship.

4. Role of Spondula

Spondula Ltd

Spondula Ltd may provide:

• onboarding services;
• KYC services;
• compliance support services;
• monitoring services;
• reporting services;
• marketing services;
• customer support services;
• ecosystem administration.

Spondula Technology Ltd

Spondula Technology Ltd owns or licenses:

• software;
• platform infrastructure;
• wallet systems;
• APIs;
• S-Handle systems;
• intellectual property.

Neither Spondula entity acts as a transaction counterparty.

5. Role of Prop Traders

Prop Traders:

• act as principals;
• determine their own pricing;
• manage their own liquidity;
• manage their own inventory;
• conduct transactions for their own account;
• remain responsible for regulatory compliance applicable to their activities.

Prop Traders are transaction counterparties to Users.

6. Role of Operators

Operators may provide local services, support services, business development services or other ecosystem functions approved by Spondula. Operators must not represent themselves as:

• Spondula employees;
• Spondula directors;
• authorised spokespeople unless expressly authorised.

7. Reporting Requirements

Prop Traders shall provide monthly reports including:

Turnover

• Total Monthly Turnover;
• Total purchase volume;
• Total sale volume.

Customer Activity

• Number of active customers;
• Number of new customers;
• Number of suspended customers.

Compliance Activity

• Fraud incidents;
• Compliance incidents;
• Sanctions matches;
• Suspicious activity reports.

Reports shall be submitted within seven (7) days following month end.

8. Fee Calculation

Unless otherwise agreed in writing, Monthly Participation Fees shall be calculated using Monthly Turnover. Monthly Turnover includes:

• purchases conducted with customers;
• sales conducted with customers.

Monthly Turnover excludes:

• Pool Company transactions;
• Issuer transactions;
• Treasury transactions;
• Internal transfers;
• Wallet-to-wallet transfers;
• Inter-company transactions.

Spondula reserves the right to request supporting records.

9. Record Keeping

Participants shall maintain complete and accurate records relating to:

• customers;
• transactions;
• compliance activities;
• reports;
• communications.

Records shall be retained for not less than six (6) years unless a longer period is required by law.

10. Compliance Cooperation

Participants shall:

• cooperate with compliance reviews;
• respond to information requests;
• provide requested documentation;
• assist investigations.

Failure to cooperate may result in suspension.

11. Branding Requirements

Participants may only use Spondula branding in accordance with written guidelines issued by Spondula. Participants shall not:

• alter branding without approval;
• imply ownership of Spondula;
• imply regulatory approval where none exists;
• make misleading claims.

12. Marketing Requirements

Participants must ensure that all marketing:

• is truthful;
• is accurate;
• is not misleading;
• complies with applicable laws.

Participants remain responsible for their own marketing activities.

13. Customer Communications

Participants shall:

• communicate honestly;
• maintain professional standards;
• avoid misleading statements;
• avoid unauthorised promises or guarantees.

14. Fraud Prevention

Participants shall maintain reasonable measures designed to:

• detect fraud;
• prevent fraud;
• report fraud;
• cooperate in fraud investigations.

15. Audits

Spondula may request information and records reasonably necessary to:

• verify fee calculations;
• verify compliance;
• investigate incidents;
• protect the ecosystem.

Participants shall cooperate with reasonable audit requests.

16. Suspension

Spondula may suspend a participant where:

• compliance concerns arise;
• fraud concerns arise;
• sanctions concerns arise;
• reporting failures occur;
• material breaches occur.

Suspension may occur immediately where necessary.

17. Termination

Participation may be terminated where:

• contractual obligations are breached;
• unlawful activity occurs;
• insolvency occurs;
• unacceptable risk arises.

Termination rights under participation agreements remain unaffected.

18. Confidentiality

Participants shall keep confidential:

• ecosystem information;
• customer information;
• commercial information;
• compliance information.

Confidential information may only be disclosed where legally required.

19. Rulebook Changes

Spondula may amend this Rulebook from time to time. Updated versions may be issued to participants. Continued participation constitutes acceptance of amendments.

20. Acknowledgement

Each participant acknowledges and agrees that:

• participation is subject to this Rulebook;
• Spondula may enforce this Rulebook;
• non-compliance may result in suspension or termination;
• neither Spondula Ltd nor Spondula Technology Ltd acts as a transaction counterparty;
• Prop Traders act as principals and counterparties to Users.

Contact

SPONDULA LTD
Email: [email protected]
Website: https://spondula.com