Commission Agreement

The Company is entitled to a commission of [COMMISSION PERCENTAGE (IF APPLICABLE)] calculated on [CALCULATION BASIS – GROSS / NET TRANSACTION VALUE] of each shipment, tranche or settlement completed under the Transaction.

The entitlement applies to the initial Transaction and to all extensions, renewals, rollovers, additional tranches and repeat business with the same counterparties.

Commission becomes due and payable on settlement of each shipment or tranche, simultaneously with or immediately following payment to the seller.

Commission is paid by [PAYER – BUYER / SELLER / PAYING BANK] by irrevocable payment instruction or MT103 wire transfer to [BENEFICIARY BANK NAME, ACCOUNT NAME, ACCOUNT NUMBER, SWIFT / IBAN].

Payment is made in full, in cleared funds, free of any set-off, deduction, withholding, bank charge or counterclaim, unless a withholding is required by law.

The Parties agree that the payment instruction given under this Agreement is irrevocable for the duration of the Transaction and may be lodged with the paying bank, escrow agent or paymaster.

No Party may amend, cancel or delay the instruction without the Company's prior written consent.

The paying Party will provide settlement statements, assay results and payment confirmations sufficient to verify the commission calculation within [NUMBER] business days of each settlement.

The Company may, on reasonable notice, request supporting records to verify amounts paid or payable under this Agreement.

Any amount not paid when due bears interest at [INTEREST RATE]% per annum, calculated daily from the due date until payment in full, without prejudice to any other remedy.

No Party will restructure, novate, re-document or route the Transaction through another entity in a manner designed to reduce, defer or avoid the commission payable under this Agreement.

Any such step is a material breach and the Company may pursue any remedies available to it under the Governing Law, including recovery of the commission that would otherwise have been payable.

Commission is exclusive of GST, VAT or equivalent transaction taxes, which are payable in addition where applicable. Each Party is responsible for its own income and corporate taxes.

This Agreement is governed by and construed in accordance with the laws of [GOVERNING LAW / JURISDICTION].

The Parties submit to the non-exclusive jurisdiction of the courts of [GOVERNING LAW / JURISDICTION] in respect of any proceedings arising out of or in connection with this Agreement.

Before commencing proceedings, the Parties will use reasonable endeavours to resolve any dispute by good-faith negotiation between senior representatives within [NUMBER] business days of written notice of the dispute.

If the dispute is not resolved by negotiation, it will be referred to [DISPUTE RESOLUTION FORUM / ARBITRATION RULES / SEAT OF ARBITRATION] for final determination, unless the Parties agree otherwise in writing.

Nothing in this clause prevents a Party from seeking urgent injunctive or interlocutory relief from a court of competent jurisdiction.

This Agreement constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior discussions, representations and understandings.

No variation of this Agreement is effective unless it is in writing and signed by each Party.

If any provision is held to be invalid or unenforceable, that provision is severed and the remaining provisions continue in full force and effect.

A failure or delay in exercising a right under this Agreement does not operate as a waiver of that right.

Each Party bears its own costs in connection with the negotiation and execution of this Agreement.

This Agreement may be executed in counterparts, including by electronic signature, scanned copy or facsimile, each of which is deemed an original and all of which together constitute one instrument.

The Parties agree that an electronic signature applied through the Gold Capital International website, or transmitted by email, has the same legal effect as a handwritten signature to the extent permitted by the Governing Law.

Executed on [DATE] by the duly authorised representatives of the Parties named below.