Terms & Conditions
1. Introduction
- These Terms and Conditions (the “Agreement”), is entered into by and between Wealth Wave Affiliation Ltd. (the “Company”), a company incorporated under the laws of Republic of Malta, with registration No. C107081, and a person, includes a natural person, corporate or unincorporated body (whether or not having separate legal personality), who has successfully completed Company’s affiliate on-boarding procedures (the “Affiliate”).
- Both the Affiliate and the Company shall hereinafter collectively be referred to as the “Parties” and each of them as a “Party”, where the context requires so.
- This Agreement, along with Compensation Plan attached here in as Appendix A, and all other exhibits, addenda and supplements attached herein or referenced herein, collectively, the “Affiliate Agreement”.
- The Company is in the business of providing services related to the business development, promotion and marketing of licensed forex brokers to Prospective Clients in exchange for a commission. The Company never handles or executes trades or investment transactions on behalf of the Prospective Clients.
- The Affiliate, as an independent contractor serves as a point of referral for the purposes of introducing Prospective Clients to the Broker through the Company in exchange for a commission outlined in the Compensation Plan provided herein, subject to compliance with the terms and conditions of this Agreement , Applicable Laws and Regulations, and Promotional Materials Guidelines at all times.
- The Affiliate, if required under applicable laws and regulations, is solely responsible to ensure that he/she is registered as an Affiliate, or in some other capacity which authorizes the Affiliate to undertake and provide to the Company the Services contemplated under this Agreement.
- This Agreement shall bind the Parties on the day of the approval of the Affiliate by the Company and shall continue indefinitely until terminated according to Clause 16. Termination below herein.
- The information contained in this Agreement and/or the Website is of a general nature and is not comprehensive with respect to the subject matter herein. It is presented without considering the individual circumstances of any Affiliate and should not be viewed as a substitute for professional or financial advice.
- This Agreement sets out the obligations of the Affiliate in acting, on the basis and within the terms and limits of this Agreement, for the Company. These obligations include indicatively: (a) that the Affiliate adheres to the Promotional Materials Guidelines at all times; and (b) the limits and restrictions set on the Affiliate executing the activities envisaged herein. Specifically, the Affiliate is prohibited from offering investment advice as defined under the Applicable Laws and Regulations to Prospective Clients or from managing or operating any trading account of, or for, any Prospective Clients or from receiving any funds from any Prospective Clients for whatever purpose. The Affiliate is further prohibited from using any language or practices that may be construed as offering any promise or guarantee of any trading gain or profit to any Prospective Clients. The Affiliate is notified that nothing in its communications or interactions with any Prospective Clients (whether oral, written, electronic or otherwise and through whatever medium) in relation to the Company or its Subsidiaries, should be untrue, unfair, misleading or aggressive.
2. Definitions
2.1. Capitalized terms not defined in this Agreement shall have meanings assigned to them in the respective exhibit, addendum or supplement. In the event of a conflict between this Agreement and any exhibit, addendum, or supplement hereto, then the document governing the specific relevant terms.
2.2. Unless indicated to the contrary, references to the below expressions and any supplementary agreements shall have the following meaning and may be used in the singular or plural as appropriate.
- Account manager:
- Affiliate(s): Shall mean person or entity that received confirmation from the Company, at the Company’s sole discretion, that it has successfully completed the Account Opening Procedures in accordance with the terms of this Agreement.
- Affiliate Account: Shall refer to Affiliate interface area (or backend) where the Affiliate can login in order to access their personal data, business profile, and statistics including but not limited to total commission to date, qualified First Time Deposits, total net deposits, total lots traded.
- Affiliate Tracking URL: Shall refer to a unique hyperlink allocated to each Affiliate that allows the identification of the Affiliate’s activities and calculate the Affiliate’s monthly commissions.
- Appendix: Shall encompass all supplementary documents, including but not limited to Appendices, Addenda, and Annexes, associated with this Agreement, to which the Affiliate shall also be legally bound.
- Applicable Laws and Jurisdictions: Shall mean all laws, regulations, directives, circulars, regulatory administrative decisions, rules of any regulated market or exchange in the applicable jurisdiction.
- Banned Jurisdictions:
- Broker(s): Shall mean an entity that provides online trading services in the forex market and has been approved by the Company for the Affiliate to refer Prospective Clients to.
- Commission: Shall refer to the amount payable to the Affiliate upon successful fulfillment of his/her obligations as outlined in the Compensation Plan.
- Compensation Plan: Shall refer to the terms and conditions governing commission payout to the Affiliate as detailed in Appendix A of this Agreement. This Compensation Plan includes but is not limited to Broker deals, minimum deposit(s), CPA amount(s), lot/trade triggers, and minimum ROI requirement.
- Company: Shall mean (name and address of your registered company).
- CPA: Shall mean a one-time payment earned by the Affiliate for successfully referring a Prospective Client to the Broker, subject to the Prospective Client meeting the qualifying requirements.
- Products and Services: Shall mean the Affiliate program to promote Broker to Prospective Clients in exchange for a commission.
- Promotional Material(s): Shall mean the guidelines under which the Affiliate shall adhere to at all times when promoting or advertising the Company to Prospective Client, including but not limited to, Marketing Guidelines, Risk Disclosure Statement, Conflicts of Interest Policy and Business Code of Conduct, as may be amended from time to time.
- Prospective Client(s): Shall mean any natural or legal person, who never had an existing business relationship with the Company and who has been referred by the Affiliate to the Broker, under the terms of this Agreement.
- Proprietary Information: Shall mean any non-public information and materials being disclosed to the Affiliate in connection with this Agreement, including but not limited to, client information, compensation plan, future plans, marketing strategies, trade secrets, formulae, business model, CPA deals, compensation plan, trading platforms, know-how, marketing strategies, pricing strategies, software programs, financial report, or other subject matter pertaining to any of the Company’s business, clients, consultants, or agents.
- Proprietary Property: Shall mean any copyrighted materials, including but not limited to, intellectual property rights, patents, know-how, domain names, trademarks, logos, service marks, trade names, promotional materials, course materials, market reports, network relations, agency contacts, marketing materials and any reproduced copies thereof, and any Proprietary Information or such other information reflected or contained therein, provided and furnished by the Company or otherwise obtained by the Affiliate during the relationship created by this Agreement.
- Qualified First Time Deposit: Shall refer to the initial deposit made by the Prospective Client when opening an account with a Broker.
- Services: Shall mean promotional and marketing activities of Company’s Products and Services conducted by the Affiliate to the Prospective Clients.
- Subsidiaries: Shall mean any entities that have a working relationship with the Company.
- Third Party: Shall mean any person or legal entity which is not a part of this Agreement, including Prospective Clients and Broker.
- Underlying Asset: Shall mean the primary financial instrument, security, commodity, or other tangible or intangible item on which a derivative contract or financial product is based.
- Underlying Market: Shall mean an exchange and/or other similar body and/or liquidity pool on which an Underlying Asset is traded or trading in that Underlying Asset as the context requires.
- Website or any other promotional source: Shall mean www.wealthwaveaffiliation.com.
3. Affiliate Account Opening Procedure
3.1. The Affiliate Account Opening Procedure is as follows:
- The Affiliate shall submit and complete an online application on the Website.
- Upon approval, the Affiliate will receive an additional registration link.
- Upon approval, the Affiliate will have access to the Affiliate account and receive Affiliate Tracking URL.
- The Affiliate shall review and sign this Agreement including the proposed Compensation Plan.
- Upon signing of this Agreement, the Affiliate will be paired up with an Account Manager.
- The Affiliate acknowledges that the Company reserves the right to impose additional due diligence requirements to accept the applicant as Affiliate.
3.2. The Affiliate shall immediately notify the Company in writing in the event of any changes to its circumstances (or in the event where the Company notifies the Affiliate that it has become aware of such changes) that cause any of the documents submitted to the Company to be outdated or invalid, and shall henceforth provide to the Company accurate and up-to-date documents reflecting any such changes.
3.3. The Affiliate as an individual hereto represents that he or she has the full right, power, and authority to enter into and be bound by this Agreement and to perform his/her obligations under this Agreement without the approval or consent of any other party. If the Affiliate is a company then the person agreeing to this Agreement on behalf of that company hereby represents and warrants that he/she is authorized and legally able to bind that company to this Agreement and that the company has the full right, power, and authority to enter into and be bound by and to perform its obligations under this Agreement without the approval or consent of any other Third Party.
3.4. The Affiliate hereby recognizes his/her obligation not to: (i) allow any Third Party to use the Affiliate Tracking URL to misuse and/or abuse its Affiliate Account; and (ii) reveal its Affiliate Account username and/or password to any Third Party to access and/or use the Affiliate Account.
3.5. The Affiliate is under an obligation to inform the Company immediately if it suspects that its account is being misused by a Third Party and/or any Third Party has access to its account username or password. The Company shall not be held accountable for any activities undertaken on the Affiliate Account by a Third Party or for any damages that may arise therefrom.
4. Affiliate’s Right and Obligations
4.1. Marketing Services
- The Affiliate shall comply with the applicable Promotional Materials when conducting its Services. Failure to comply with the applicable Promotional Materials shall result in official warnings and may lead to the immediate termination of this Agreement.
- The provided Promotional Material shall not to be construed as a recommendation; or an offer to acquire, buy or sell; or the solicitation of an offer to acquire, buy or sell any security, financial product, or instrument; or to participate in any trading strategy in any jurisdiction in which such an offer or solicitation, or trading strategy would be illegal.
- The Affiliate shall refrain from engaging in any form of spamming or unsolicited marketing activities when conducting its Services. All marketing activities shall apply best practices to protect the privacy and interests of Prospective Clients.
- The Affiliate refrain from engaging in any deceptive, misleading, or fraudulent practices, and shall transparently disclose their Affiliate status when conducting its Services to prevent any confusion or misrepresentation, and ensure compliance with applicable disclosure guidelines and regulations.
- The Affiliate shall ensure that Prospective Clients are provided with information concerning the risks involved in forex trading, including the risk of losing most of or all capital invested. Such information must be not less detailed than that contained in the Risk Disclosure Statement of Promotional Materials.
- The Affiliate shall bear all establishment and operational costs and expenses for his/her Services in the fulfillment of this Agreement, unless otherwise determined by the Company.
- The Affiliate shall comply with the terms, conditions, guidelines and policies of any Third Party service providers used by the Affiliate in connection with his/her Services in the fulfillment of this Agreement.
4.2. Regulatory Compliance
- The Affiliate shall fully comply with all Applicable Laws and Jurisdictions of his/her country of residence, country of business operations and the country of conclusion and performance of this Agreement (including but not limited to forex trading, licensing requirements, financial services, advertising, consumer protection, data protection, trademark, copyright and anti-spamming rules). The Affiliate hereby acknowledges that it is solely responsible for being updated on all matters that are related to the Applicable Laws and Jurisdictions.
- The Affiliate shall not approach any Prospective Clients or distribute any Promotional Materials whatsoever about the Company and its Subsidiaries in any Banned Jurisdictions, or outside the scope permitted by this Agreement. A copy of this list can be obtained by contacting support@wealthwaveaffiliation.com
- The Affiliate shall immediately notify the Company verbally and in writing upon receipt of any complaint from Prospective Client against the Company, including its employees, directors, and its associates in connection with its Products and Services and/or any other matters related to the Company.
- The Affiliate shall immediately notify the Company verbally and in writing of any claims against the Affiliate by regulatory authorities, national consumer bodies, or any relevant governmental agency related to their Services under this Agreement.
4.3. Reputation and Transparency
- The Affiliate shall at all times protect the reputation of the Company, including but not limited to its employees, directors, and associates. The Affiliate shall not do any act that would or might damage the standing reputation of the Company.
- The Affiliate shall, throughout the duration of the Agreement and after, act in good faith at all times and shall not make any false and/or misleading representation or statements with respect to the Company and/or the Company’s Products and Services and/or not engage in practices which may affect adversely the image, credibility or the reputation of the Company and its Products and Services.
- The Affiliate shall promptly inform the Company of any information or acts of a Third Party that has become known to the Affiliate that could potentially harm the Company reputation in any way and manner.
- Whenever requested, the Affiliate shall supply details and evidence of its licensing and/or authorization requirements applicable to the Affiliate’s Services.
5. Company’s Right and Obligations
5.1. The Company shall:
- Use reasonable efforts to provide the Affiliate with the information the Affiliate reasonably requests in writing in order to carry out its duties.
- Use reasonable efforts to supervise the activities of the Affiliate to comply with the terms of this Agreement and Applicable Laws and Jurisdictions.
- Pay a Commission to the Affiliate in accordance with the terms and conditions set forth in this Agreement and the Compensation Plan.
5.2. The Company reserves the right, at its sole discretion, which may include but is not limited to:
- Decline and/or refuse to accept a person or entity as its Affiliate.
- Withheld or annul commission payout and/or terminate this Agreement, pending thorough investigation, if the Company suspects the Affiliate is involved in any fraud in the use of and/or abuse of the Affiliate Program and/or any attempt of collusion and/or manipulation and/or arbitrage and/or other forms of deceitful or fraudulent activity and/or is acting outside of the scope of this Agreement.
- Reduce, deduct, or withhold the Commission at any time if it reasonably believes that failing to do so would result in a violation of Applicable Laws or Jurisdictions or the Company’s statutory regulations.
- To close any Affiliate account at any time, in particular if the Affiliate does not meet the suitability standards as outlined in the Compensation Plan.
- Maintain registries and/or records with the Affiliate, his/her associated Prospective Clients and the activities being carried out under this Agreement.
- Conduct any due diligence it may require from time to time on the Affiliate Account, without limitation on means of investigation.
6. Compensation
6.1. Compensation Plan
- Subject to the provisions of this Clause 6 and subject at all times to the Affiliate being in full compliance with its obligations under this Agreement, the Affiliate shall be entitled to Commission as determined in accordance with Compensation Plan if a Prospective Client referred by the Affiliate registers with any licensed and authorized Broker from the Company.
- FOR THE REMOVAL OF ANY DOUBT IT IS HEREBY AGREED THAT THE COMPANY RESERVES THE RIGHT, AT ITS SOLE AND ABSOLUTE DISCRETION, TO CHANGE, MODIFY, ADD OR REMOVE, AT ANY TIME, ANY CRITERIA APPLYING TO THE COMPENSATION PLAN AFTER REGISTRATION, INCLUDING WITHOUT LIMITATION, SETTING ANY BASELINE, THRESHOLD, MINIMUM DEPOSITS/EARNINGS AND/OR OTHER REQUIREMENT(S) FOR RECEIVING ANY COMMISSION. SUCH MODIFICATIONS SHALL BECOME EFFECTIVE ONLY UPON THE AFFILIATE’S ACCEPTANCE.
6.2. Return on Investment (ROI) Requirement
- The Company, in its sole discretion, shall set the minimum ROI requirement for each Affiliate, taking into account factors such as their marketing strategy and the quality of their traffic.
- The monthly ROI for each Affiliate shall be determined by dividing the total net deposits and the Cost Per Acquisition (CPA) for that particular month.
- The Company shall conduct fair and impartial monthly reviews to ensure that the Affiliate complies with the minimum ROI requirement.
- If the ROI falls below the required threshold as specified in the Compensation Plan, the Company reserves the right to withhold Commission earned to date, until the ROI threshold is achieved the following month.
- The Company may, at its discretion, provide assistance and support to help the Affiliate reach the ROI threshold. This support may include personalized guidance, additional resources, or potential modifications to the Compensation Plan.
6.3. Payment
- The Commission payout is contingent upon the Affiliate’s strict adherence to the Compensation Plan. If the Affiliate fails to meet such requirements, the applicable Broker may withhold payout, and the Company is not obligated to disburse Commission to the Affiliate for that calendar month.
- Notwithstanding anything to the contrary in this Agreement or the Compensation Plan, the Affiliate shall not be entitled to receive any Commission until all stipulated qualification terms have been met.
- Following the end of every calendar month, the Company shall inform the Affiliate of the amount of Commission payable with respect to the previous month.
- The minimum payout commission in any calendar month is One Thousand Dollars ($1,000.00) (the “Threshold Sum”). If the Threshold Sum is not met in a given month, the balance shall be carried over to the following month until the Threshold Sum is met.
- The Commission payout shall be made directly to the Affiliate as per his/her preferred payout method as specified during the application/registration process. It is important to note that the payout account name must match the Affiliate’s name.
- The Commission shall be computed in United States Dollar only, and the Affiliate may select a different currency to receive the Commission. In the event of a currency conversion, the Affiliate shall be responsible for any associated conversion fees.
- The Affiliate shall be responsible for any transaction fees associated with the Commission payout.
- The Company strives to ensure timely processing of Commission payout. However, unforeseen circumstances may occasionally lead to delays in payout processing. The Affiliate acknowledges the potential for such occurrences and the Company shall not be held liable for such delay.
- The Affiliate bears full responsibility for reporting and remitting any necessary taxes on their Commission earnings, in accordance with the local laws and regulations of the jurisdiction in which he/she operates. The Company shall not be held responsible in relation to the failure of the Affiliate to fulfill his/her tax obligations.
- If the Company makes an error in the calculation of the Commission, the Company reserves the right to correct such calculation at any time and to reclaim any overpayment made to the Affiliate (including, without limitation, by way of reducing future commission).
- In the event that the Affiliate disputes in good faith any determination in regards to the Commission and/or the ROI requirement, the Affiliate shall submit such dispute to the Company by Written Notice within 2 business days of the date the email in section 6.3.3 was received. If the Affiliate does not dispute the Commission within such period, then the Affiliate agrees that it irrevocably waives any claims based upon that invoice.
- In the event of dispute, Company reserves the right to withhold Commission until the Company fully investigates and clarifies the matter.
- Without waiving any of the Company’s rights under this Agreement or Applicable Laws and Jurisdictions, if the Affiliate has an outstanding balance owed to the Company as per any other agreement between the Affiliate and the Company, regardless of its relation to the Affiliate Program, the Affiliate consents to the Company offsetting these outstanding amounts against any sums payable to the Affiliate under this Agreement.
7. Representation and Warranties
7.1. The Affiliate warrants and represents the following:
- It has supplied truthful and accurate information regarding its personal details during the on-boarding process and shall not contain any false or misleading or unlawful data.
- It as a natural person, has the capacity to enter into this Agreement and to perform the Services provided for hereunder, or it as a legal entity has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
- It shall not be in breach of the Applicable Laws and Regulations in providing the Services.
- It shall not make any representation or statement or warranty concerning the Company and its Products and Services except as authorized by the Company or as provided in this Agreement;
- It shall not describe itself as an agent of the Company and shall not act, or authorize or permit any person to act, as an authorized or permitted person to bind the Company to a Third Party in any way, unless otherwise been agreed between Parties, in written form.
- It shall not allow its interests to conflict with its Services under this Agreement and shall comply with the Company’s Conflict of Interest Policy at all times.
- It acknowledges and accepts being an Affiliate entails inherent risks and uncertainties commonly associated with the forex affiliate marketing industry and Company cannot provide assurances of specific outcomes or guaranteed financial results to Prospective Clients.
- It shall not make any misleading statements, represent or otherwise create an impression with the Prospective Clients that forex trading is simple or that it does not require knowledge, experience and understanding of the financial markets and instruments.
- It shall not manage or operate any trading account of, or for, any Prospective Clients, and further shall not undertake or handle any funds from any Prospective Clients for any purpose whatsoever, whether as recipient for its own account or for the purpose of relaying or delivering such funds to any other person or entity, including, without limitation, the Company.
- It shall not give advice and/or trading recommendations to Prospective Clients. For the avoidance of any doubt, the Affiliate shall indemnify the Company from any loss and/or liability arising from any such advice, recommendation, default, or neglect by the Affiliate.
7.2. The Company warrants and represents that:
- It does not provide any guarantee of profitability, success, or specific outcomes resulting from Affiliate’s performance under this Agreement.
- It makes no express or implied representations or warranties regarding its Products or Services provided therein, any implied warranties of the Company’s ability, fitness for a particular purpose, and non infringement are expressly disclaimed and excluded.
- It makes no representation that the operation of the Company Website will be uninterrupted or error free, and shall not be liable for the consequences of any interruptions or errors.
8. Limitations of Liability
8.1. EXCEPT TO THE EXTENT THAT LOSS OR DAMAGE IS CAUSED DIRECTLY BY THE COMPANY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS PERFORMANCE UNDER THIS AGREEMENT, THE COMPANY AND/OR ITS EMPLOYEES EXPRESSLY DISCLAIM ANY AND ALL LIABILITY TO THE AFFILIATE OR THIRD PARTY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL, OR ANTICIPATED PROFITS OR LOST BUSINESS) IN RESPECT TO: (i) FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER DUE TO THE LATE ARRIVAL OR NON-DELIVERY OF ANY DOCUMENT OR OTHER MATERIALS, INFORMATION OR DATA SUPPLIED BY THIRD PARTIES/SUBSIDIARIES; (ii) ANY INTERRUPTIONS, ERRORS, LOSS OF DATA, SYSTEM MALFUNCTION, OR OTHER HARMFUL COMPONENTS THAT MAY BE PRESENT ON THE WEBSITE; (iii) ANY UNAUTHORIZED USE OR ACCESS TO THE WEBSITE OR ANY CONTENT THEREOF; AND/OR (iv) THE DISCLOSURE OF INFORMATION PURSUANT TO THIS AGREEMENT OR OUR PRIVACY POLICY. NOTWITHSTANDING THE FOREGOING, THE COMPANY’S LIABILITY IN RESPECT OF ALL AND ANY BREACHES OF DUTY, NEGLIGENCE, OR MISSTATEMENT ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED ONE THOUSAND DOLLAR ($1.000.00).
8.2. NO CLAIM SHALL BE BROUGHT AFTER THE EXPIRATION OF ONE YEAR FROM THE DATE ON WHICH SUCH CAUSE OF ACTION ARISES.
9. Indemnification
9.1. The Affiliate hereby agrees to defend, indemnify, and hold harmless the Company and its Subsidiaries, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any direct, indirect, punitive, incidental, special, consequential damages or any other damages, and all claims (whether alleged, adjudicated, or otherwise and including Third Party Claims or Claims between the Parties and reasonable attorney’s fees) (collectively, “Losses”) which the Company may suffer or incur as a direct or indirect result of:
(i) any use or misuse of the Website,
(ii) any breach of this Agreement,
(iii) any claim for infringement on the improper use of any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any Third Party,
(iv) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by the Affiliate herein, or
(v) any claim related to the performance of Services to be performed hereunder, but excluding any Losses which result from the Company’s own negligence, fraud, wilful misconduct or material breach in connection with its performance under this Agreement.
9.2. The Company shall provide the Affiliate with notice of any Claims, and may in the Company’s sole discretion assist the Affiliate, in defending such Claims, at the Affiliate’s expense, including choice of legal counsel. The Affiliate shall promptly reimburse the Company and its affiliates for these Losses as incurred.
9.3. Company’s right to indemnification as specified herein shall remain in effect even after the termination of this Agreement and/or its relationship with the Affiliate.
10. Proprietary Rights
10.1. Subject to terms of this Agreement, the Company hereby grants the Affiliate, for the duration of this Agreement, a non-exclusive and revocable license to use Proprietary Information and/or Proprietary Property for its permitted activities under this Agreement.
10.2. The Affiliate shall not use such license in conjunction with any Third Party without the prior written consent of the Company
10.3. This Agreement does not constitute a transfer of ownership of any Proprietary Information and/or Proprietary Property from the Company to the Affiliate and shall remain the sole property of the Company.
10.4. The Affiliate shall not use any Company’s Proprietary Information and/or Proprietary Property in any manner that is unlawful, disparaging, misleading, obscene, or in any way detrimental to the Company.
10.5. Upon termination of this Agreement, for any reason whatsoever, the Affiliate shall immediately cease the use of all Proprietary Information and Proprietary Property. Additionally, the Affiliate shall promptly return to the Company any and all materials, documents, or data containing Proprietary Information and/or Proprietary Property that are in their possession or control.
11. Data Protection and Privacy
11.1. In this Agreement and Privacy Policy , “Data Protection Laws” means Regulation (EU) 2016/679 General Data Protection Regulation (GDPR), the Maltese Data Protection Act (Chapter 586 of the Laws of Malta) and any other relevant data protection and privacy legislation which is applicable in so far as it relates to the contents of this Agreement.
11.2. The Affiliate shall warrant to the Company that he/she has made the appropriate notifications and have complied with the notification provisions under the applicable data protection and privacy laws in respect of the Affiliate’s obligations under this Agreement and that the performance under this Agreement shall not breach or contravene such notification, nor cause the Company to breach its requirements under the EU General Data Protection Regulation (GDPR).
11.3. The Company processes personal data in accordance with its Privacy Policy. For more detailed information regarding the Company’s Privacy Policy, please visit the Website.
11.4. The Affiliate’s Personal Data
- The Company shall hold and process personal data about the Affiliate on the Company’s database for the purpose of fulfilling obligations under this Agreement, processing Affiliate’s commissions, maintaining the business relationship, and addressing regulatory matters. Additionally, the Company may disclose the Affiliate’s personal data to its service providers, agents, and third parties, including auditors, other financial institutions, and legal and regulatory bodies, both within the Republic of Malta and internationally.
- The Company or its affiliated companies may also use such personal data for marketing purposes or to conduct research, and they may use the personal data to inform the Affiliate about products and services that might be of interest. If the Affiliate does not want their personal data used for such purposes, they must provide Written Notice to the Company.
- The Company shall keep the Affiliate’s personal data throughout the duration of this Agreement and a period of five (5) years after the termination of this Agreement or for a period as required by the Applicable Law and Jurisdictions.
- The Affiliate hereby consents to the transmittal and/or processing of the Affiliate’s personal data, as necessary, to countries outside European Economic Area (EEA) that may provide a different level of data protection. In such circumstances, the Company shall ensure that the relevant country has an adequate level of protection as required by the GDPR.
- The Company shall record every telephone conversation between the Affiliate and the Company. All instructions received by telephone shall be binding as if received in writing. The Company shall own and retain all rights to any recordings, and the Affiliate must accept them as conclusive evidence of the instructions or conversations so recorded
- The Affiliate agrees that the Company may deliver copies of transcripts of such recordings to any court, regulatory or government authority. A copy of the records kept in accordance with this Clause shall be provided to the Affiliate upon request and shall be kept for a period of five (5) years and, where requested by any competent authority, for a period of up to seven years from the date of creation of the record.
11.5. The Prospective Client’s Personal Data:
11.5.1. The Affiliate warrants to the Company that, where the Affiliate collects the Prospective Client’s personal data, that:
- The data were collected fairly and lawfully;
- The disclosure of such data to the Company is fair and lawful;
- The Company’s use of such personal data for the purposes of carrying out its obligations under this Agreement shall not breach the applicable law;
- The Affiliate ensures that the Prospective Client is informed of the collection and transfer of their personal data in plain and understandable language.
11.5.2. If the Affiliate is unsure what his/her obligations are or how the EU General Data Protection Regulation (GDPR) applies to the Affiliate, the Affiliate shall seek Commissioner of his/her/it country and / or seek professional legal advice in his/her country of operations. The Company shall not be obligated to advise the Affiliate on his/her obligations under the EU General Data Protection Regulation (GDPR).
11.6. Unless explicitly stated otherwise in writing, the Company exclusively owns any personal data generated, collected, or processed from both the Affiliate and/or the Prospective Client for the execution of this Agreement or by any other means.
11.7. Upon termination of this Agreement, the Company shall hold onto any personal data generated, collected, or processed from both the Affiliate and/or the Prospective Client for as long as it is necessary to respond to any inquiries and/or to comply with Applicable Law and Jurisdictions.
12. Confidentiality
12.1. The Affiliate acknowledges and agrees, except as otherwise specified in this Agreement, that all Proprietary Information and/or Proprietary Property (collectively, the “Confidential Information”) related to the Company, which becomes accessible to the Affiliate through this Agreement, is the exclusive property of the Company. The Affiliate undertakes the obligation to keep Confidential Information strictly confidential and secret.
12.2. The Affiliate is prohibited from sharing Confidential Information with any Third Party or using such information, either directly or indirectly, for any purpose other than what is outlined in this Agreement.
12.3. The Affiliate shall not use any Confidential Information obtained from his/her relationship with the Company to develop, enhance or operate a service that in any way resembles or competes with the Services, or assist any Third Party to do the same.
12.4. This confidentiality obligation shall not prohibit the use or disclosure of information, in the following circumstances: (i) Information to their employees or authorized representatives on a need-to-know basis for the purpose of fulfilling this Agreement; (ii) Information that becomes publicly available without any violation of this Agreement; (iii) Information that must be disclosed to comply with any applicable law or regulatory rule; provided, prior to such disclosure, the Affiliate must provide Written Notice to the Company.
12.5. The Affiliate undertakes that it shall not at any time during this Agreement, and for a period of ten (10) years after termination of this Agreement, disclose to any person any Confidential Information concerning the business, marketing strategy, and affairs of the Company or its Subsidiaries.
13. Force Majeure
13.1. The Company shall be excused from any liability arising from the non-performance or improper performance of its obligations under this Agreement in the event of a Force Majeure event. Force Majeure events include, but are not limited to, the following circumstances:
- The inability of the relevant Broker, agent, or principal of the Company, for any reason, to fulfill its obligations to the Company, thereby affecting the Company’s ability to meet its obligations under this Agreement.
- Any breakdown, delay, malfunction, or failure of transmission, communication, or computer facilities due to defects or failures in mechanical equipment, faults, or interruptions in communication lines, or any other issues related to access to the internet.
- Labor disputes, except those involving the Company’s workforce, discontinuation or suspension of market operations, industrial actions involving market makers.
- Government actions, the outbreak of war or hostilities, the threat of war, military actions, rebellion, acts of terrorism, national emergencies, riots, strikes, civil disturbances, sabotage, requisition, or any other international calamity or political crisis.
- Acts of nature, such as wildfires, earthquakes, hurricanes, typhoons, floods, fires, epidemics, pandemics, or other natural disasters or health emergencies.
- Any other extraordinary event that may suddenly or significantly impact prices in the Underlying Asset/Underlying Market. This includes, but is not limited to, malicious cyber incidents like cyberattacks, which are beyond the reasonable control of the Company and where the Company cannot reasonably take action to prevent the effects of such events.
13.2. In the event that the Company, in its reasonable opinion, determines the existence of a Force Majeure, the Company shall promptly issue a Written Notice to the Affiliate. The Company shall then take actions it deems reasonably appropriate under these circumstances, which may include but are not limited to temporary suspension of Company’s obligations, adjustments to timelines and deadlines, or termination of this Agreement.
14. Termination
14.1. Amendments
- The Affiliate acknowledges that the Company, at its sole discretion, reserves the right to unilaterally modify the terms of this Agreement at any time. The Company shall make any modifications to this Agreement in writing and communicate them to the Affiliate for them to be valid.
- The Affiliate shall confirm their acceptance of the proposed modifications within 7 business days of receiving them. Failure to respond shall be considered as acceptance. If the Affiliate disagrees with the changes, they have the option to terminate the Agreement.
- Any changes to the Agreement shall not apply to transactions conducted prior to the effective date of the changes, unless expressly agreed otherwise.
14.2. Termination by Either Party
- Either Party may terminate this Agreement for any reason, at any time, after providing to the other Party five (5) Business Days’ Written Notice. Notwithstanding the foregoing, prior to the termination taking effect, the Affiliate Account shall be subject to a winding-down review process aimed at preventing any attempt of collusion, manipulation, arbitrage and/or other forms of deceitful activities.
14.3. Immediate Termination and/or Suspension
14.3.1. Without prejudice to the provisions above, the Company shall be entitled to terminate or suspend this Agreement with immediate effect, in any of the following cases:
- The Affiliate commits a material breach (as determined by the Company in its reasonable opinion) of this Agreement, including without limitation, a breach of any of its obligations under this Agreement or in general the conduct of the Affiliate is one that the Company, acting at its discretion and reasonably, deems to cause regulatory or reputation issues to the Company;
- The Affiliate breaches any marketing requirements of Clause 4.1 above.
- The Affiliate rejects any proposed change in Compensation Plan communicated to it by the Company pursuant to Clause 6.1.3 above.
- The Affiliate rejects to the Company’s transfer of rights and obligations pursuant to Clause 16.3.1 below.
- The Affiliate violates or breaches any provision of this Agreement.
- The Affiliate violates or breaches any Applicable Laws and Jurisdictions.
- The Affiliate engages in malpractice, deceit, failure, misrepresentation, or other significant event, including liquidation, bankruptcy, insolvency or winding-up proceedings.
- The Affiliate involves the Company directly or indirectly in any type of fraud, theft, act of dishonesty or crime.
- The Affiliate has been accused of any regulatory and/or legal investigation or illegal interference into its activities, or any past sanctions imposed on the Affiliate.
- The Affiliate account has been classified as inactive due to an extended period of inactivity. Inactivity, in this context, is defined as follows: (i) The Affiliate fails to meet the performance benchmarks outlined in Clause 6 of this Agreement; (ii) The Affiliate does not bring in any Prospective Clients for a period of 31 days or more; (iii) The Affiliate does not respond to verification messages sent to them within a reasonable timeframe.
- The Affiliate becomes or is reasonably likely to become incapable of performing its obligations under this Agreement;
- For the avoidance of doubt, all terms of this Agreement constitute material terms.
14.3.2. In the event of suspension, the Company reserves the right to withhold Commission. Once the suspension is lifted, all the retained Commission shall be paid to the Affiliate, unless an identified or reasonably suspected breach to this Agreement justify to retain or cancel part or all of it.
14.3.3. In the event of termination, the Company shall issue a Written Notice within 2 business days. This notice shall specify the grounds for termination and whether the Affiliate will have the option to rectify the situation.
14.4. Required by Law
14.5. Termination’s Effects
14.5.1. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
14.5.2. At the Termination Date:
- The Affiliate shall return or securely dispose of all Confidential Information.
- Any Commission owed to the Affiliate up to the termination date shall be promptly paid after settling any outstanding obligations or deductions.
- The Affiliate Compensation Plan shall become null and void.
- The Affiliate is required to withdraw any remaining credit balance from their Affiliate Account within thirty (30) days from the termination date. Failure to do so shall result in the remaining funds reverting to the Company.
- The termination shall not restrict the Company from engaging with Prospective Clients previously referred by the Affiliate.
15. Dispute Resolution
15.1. Governing Law
- The Affiliate accepts that this Agreement and all transactional relations between the Affiliate and the Company shall be deemed to have been concluded in the Republic of Malta and is subject to the Laws of Republic of Malta and shall be interpreted in accordance therewith. The Affiliate hereby waives any right to contest the absence of territorial or subject-matter jurisdiction in any other court.
- At the same time, the Company reserves the right to initiate legal proceedings in any jurisdiction where the Affiliate resides or is a citizen, and the countries where the Affiliate’s assets are held.
- Clause 15.1 as specified herein shall remain in effect even after the termination of this Agreement and/or Company’s relationship with the Affiliate.
15.2. Claims
15.2.1. Any legal claims or causes of action that the Affiliate wishes to assert must be initiated within a maximum period of one (1) year from the date when the suspected breach occurred.
15.2.2. In the event of any dispute, disagreement, or claim in connection with this Agreement or its violation, termination, or invalidity, the Affiliate shall use the following procedure to identify and resolve a dispute:
- The Affiliate may commence a dispute resolution procedure by providing a Written Notice to the Company, along with a detailed description of the alleged reasons for the dispute.
- The Company shall first conduct an internal review of the issues raised.
- The Parties shall discuss in good faith to resolve the dispute promptly. These discussions shall take place within 7 business days from the receipt of the Written Notice.
- If the Parties cannot resolve the dispute within the specified time period, the Courts of the Republic of Malta shall have exclusive jurisdiction for its resolution.
- Claims in respect of lost profit shall not be considered.
16. General Provisions
16.1. Written Notice
- Any written notice under this Agreement shall be sent in writing to the email address provided by the respective Party, which shall be considered as transmitted within 1 hour after the email is sent. A written notice to the Company shall be sent to _______.
16.2. Entire Agreement
- This Agreement constitutes the entire Agreement along with the other relevant terms as stated herein, including but not limited the Compensation Plan, Marketing Guidelines, Conflicts of Interest, Risk Disclosure Agreement, and Business Code of Conduct, constitute the inseparable ‘Affiliate Agreement’.
- The related consensus between the Parties regarding the object of the this Agreement supersedes all previous or subsequent verbal or written agreements or understandings between or among the Parties hereto with respect to the subject-matter of this Agreement, except for the modifications to the agreement offered by the Company under Clause 14.1. Amendments above.
16.3. Assignment
- Company may assign, novate, transfer, mortgage, or subcontract any of its rights and obligations under this Agreement to a Third Party in whole or in part, provided that such assignee agrees to abide by the terms of this Agreement. Such assignment shall come into effect 7 business days following the day the Affiliate is deemed to have received Written Notice of the assignment in accordance with this Agreement.
- The Affiliate may not assign, charge or otherwise transfer or purport to assign, charge or otherwise transfer the Affiliate’s rights or obligations under this Agreement without prior written consent of Company and any purported assignment, charge or transfer in violation of this term shall be void.
16.4. Relationship of Parties
- This Agreement shall not constitute a joint venture and neither Party shall be the agent of the other. The Affiliate is expressly prohibited from serving as an agent, appointed representative, or any form of authority on behalf of the Company. The Affiliate shall refrain from providing recommendations, advice, commitments, guarantees, or assuming any responsibility for any matters on behalf of the Company.
16.5. Severability
- Each provision of this Agreement is considered separate and independent. In the event that any provision(s) of this Agreement becomes invalid, illegal, void, or unenforceable under applicable law, it shall not affect the legality, validity, or enforceability of the remaining provisions of this Agreement, which shall remain fully valid and enforceable.
- The Parties mutually agree that any provision found to be invalid, illegal, or unenforceable shall be automatically substituted with a valid, legal, and enforceable provision, as required by applicable law, that most closely achieves the commercial and legal objectives originally intended by the replaced provision.
16.6. Waiver
- No single or partial exercise of, or any failure or delay in exercising any right, power, or remedy by the Company (under these terms or as provided by law) shall be considered a waiver of, or diminish or prevent any further exercise of, that or any other right, power, or remedy as stipulated under this Agreement or by law.
- The Company, in its absolute discretion, may choose to release, compound, compromise, or postpone any liability of the Affiliate to the Company under this Agreement, either in whole or in part, without affecting any rights related to liabilities not subject to such release, compounding, compromise, or postponement.
- A waiver by the Company of any breach of the terms of this Agreement or a default under these terms does not constitute a waiver of any other breach or default and shall not impact the enforceability of the other terms. Furthermore, a waiver by the Company of any breach of the terms of this Agreement or a default under these terms does not prevent the Company from subsequently requiring compliance with the waived obligation.
16.7. Survivability
- The Parties agree that the following clauses are material clauses that survive termination of this Agreement: Clause 2 (Definitions), Clause 8 (Limitations of Liability), Clause 9 (Indemnification), Clause 10 (Proprietary Rights), Clause 11 (Data Protection and Privacy), Clause 12 (Confidentiality), Clause 15 (Dispute Resolution), Clause 16 (General Provisions).
16.8. Headings
- The headings and titles contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.
APPENDIX A
COMPENSATION PLAN
| CPA DEALS I | ||
|---|---|---|
| 1. | Broker Information | |
| 2. | Type of Deal | |
| 3. | CPA Structure | |
| 4. | Trigger Requirements | |
| 5. | Minimum ROI | |
| CPA DEALS II (IF APPLICABLE) | ||
|---|---|---|
| 1. | Broker Information | |
| 2. | Type of Deal | |
| 3. | CPA Structure | |
| 4. | Trigger Requirements | |
| 5. | Minimum ROI | |
| CPA DEALS III (IF APPLICABLE) | ||
|---|---|---|
| 1. | Broker Information | |
| 2. | Type of Deal | |
| 3. | CPA Structure | |
| 4. | Trigger Requirements | |
| 5. | Minimum ROI | |
