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This is a legal contract between Alfa Trade Solutions SVG Limited, a private company (the "Company") its successors and assigns, and (the "Affiliate") executing this Agreement, dated on (the "Effective Date")
Company hereby grants Affiliate the non-exclusive, non-transferable right to market the Company's CFD trading services and direct Customers (also referred to as Traders or Clients) and potential customers to use the Company's CFD Trading Services in accordance with the terms detailed.
The Company does not supervise the activities of Affiliate and assumes no liability for any representations made by Affiliate. The Company and Affiliate are wholly separate and independent from one another. This Agreement between the Company and Affiliate does not establish a joint venture or partnership and Affiliate is not an employee of the Company.
1.1. Headings are for ease of reference only and shall not affect the interpretation of the Agreement.
1.2. In the Agreement any reference to an individual person shall include body corporate, unincorporated associations, partnerships and individuals.
1.3. The Agreement covers the relationship between the Company and Affiliate. Where Affiliate gives instructions to the Company on behalf of a Client, the Particular Terms and Conditions applies and, in case of conflict, prevails over this General Terms.
1.4. The Agreement covers Affiliate's right to market the Company. This includes the right to implement links to certain of the Company's web-based services on a proprietary website run by Affiliate.
1.5. Affiliate agrees to actively market the Trading Platform(s) and any other of the Company's Services towards potential Clients.
2. Affiliate's declarations and obligations.
Affiliate hereby undertakes to:
2.1. Comply in all respects with all applicable laws, regulations and approvals.
2.2. Conduct itself in a professional manner in accordance with industry standards so as not to cause disrepute or ill favor to the Company.
2.3. Comply with and act in accordance to the Company's Terms and Conditions, as may be amended from time to time, and other policies of the Company relating to the trading services and marketing of the Company.
2.4. Ensure that all promotional material is of a type and character, and is disseminated in a manner, that will not cause disrepute or harm to the Company and comply with all applicable laws and regulations, including without limitation relating to anti-spam laws and regulations. Immediately upon notice from the Company that, in the Company's opinion, any promotional material (content or method of use) does not comply with this standard, Affiliate will cease use of such materials or manner of use.
2.5. Comply with all reasonable instructions received from the Company regarding the content, nature and location of any campaigns or materials.
2.6. Not to distribute or use any promotional material that: (a) is likely to deceive the public; (b) contains any material misstatement of fact or a statement that such person knows omits a fact, if such omission makes the promotional material misleading; (c) mentions the possibility of profit unless accompanied by an equally prominent statement of the risk of loss; (d) includes a measurement or description of or makes any reference to hypothetical results which could have been achieved had a particular trading system been employed in the past unless accompanied by the statement identified below; (e) includes any reference to actual past trading profits without mentioning that past results are not necessarily indicative of future results; or (f) includes any specific numerical or statistic information about the past performance of any actual accounts (including rate of return) unless such information is and can be demonstrated to be representative of the actual performance for the same time period of all reasonably comparable accounts.
2.7. Affiliate cannot amend any of the Trading Conditions and/or the Terms and Conditions set out in the Company's website without prior written approval from the Company. In case such amendment is approved by the Company, Affiliate shall be responsible to notify any relevant Client.
2.8. Affiliate shall provide the Company with copies of and summaries of pending any claims or litigation with or without connection to this Agreement within 5 days of having received notice of such.
2.9. Affiliate represents and warrants as follows:
2.9.1. All of Affiliate's employees, agents and associated persons, to the extent required, have been and will continue to be duly recognized and licensed to participate in the transactions contemplated hereby.
2.9.2. Affiliate has power to enter into and perform this Agreement according to its terms and will, upon request, produce to the Company such board resolutions, partnership agreements or other documentation that the Company may reasonably request.
3. Services Provided
The Company developed and operates technology and services allowing traders to trade in CFDs online and offline. Affiliate shall provide negotiation to introduction services including but not limited to marketing the Company's CFD trading services and directing Customers and potential customers to use the Company's CFD Trading Services in accordance with the terms detailed.
4. The Company's Obligations
4.1. The Company shall provide Affiliate access to reports detailing relevant information to the Affiliate with regards to Clients related to it.
4.2. The Company shall timely pay the Payments/Commission as detailed in Section 6 herein.
4.3. The Company represents and warrants as follows:
4.3.1. The Company has the power to enter into and perform this Agreement according to its terms.
4.3.2. The Company warrants that it is (or its associated companies are) the proprietor of the Company's Names and Trademarks or that it is duly authorized by the proprietor of the same to sublicense them to Affiliate on the terms of this Agreement.
5. Relationships with Clients
5.1. Affiliate should not represent itself as the Company, and should specify on its website (if it has any) of the nature of the relationship.
5.2. Affiliate will not attempt to bind the Company in any manner and not to use any trademarks or signs of the Company without prior written consent of the Company.
5.3. Affiliate acknowledges that all Customers introduced or directed to the Company are the Company's customers and any information about these Customers is the exclusive and sole property of the Company. Upon termination of this Agreement the Customers will remain the Company's customers.
5.4. Affiliate shall adhere to the Company restrictions and policies as detailed on http://www.alfatrade.com. Such terms may be adjusted by the Company at its sole discretion
5.5. The Company shall be under no obligation whatsoever to accept as a Client any applicant in connection with the services provided by the Affiliate.
6.1. All costs of Affiliate in connection with its duties hereunder, excluding clause 5.3 shall be borne solely by Affiliate and the Company shall under no circumstances participate in such costs, unless otherwise agreed in writing between the Parties.
6.2. Affiliate shall receive payment during the term of this Agreement for, Qualified Real Money Trader (as describe in this section) only, in accordance with the payment scheme published on the Company's website or as negotiated and agreed by the parties.
6.3. Qualified Real Money Trader is a human user who was directed by the Affiliate and identified by a Tracker ID assigned to such Affiliate; provided that: (i) such Affiliate is confirmed by Company as included in the Program and is linked to the Site(s) in accordance with this Agreement, and (ii) such user has been approved by the Company and has made a minimum real money deposit as detailed in Appendix A of the Agreement, and (iii) with respect the CPA Plan only, the user has produced a minimum trading volume of 4 round turn lots in the Company's trading platform, and (iv) such user is not already registered to the Site under a different name or through a different identity. It is hereby clarified that neither an Affiliate nor any of its affiliated parties are eligible to become Qualified Traders under such Affiliate's Tracker ID(s), and should Affiliate or any of its affiliated parties do so register, Affiliate will not be eligible to receive the applicable commission or any other compensation whatsoever. For the purposes hereof, the term "affiliated party" shall mean any of the following: (i) any member of Affiliate's immediate family; (ii) any individual, corporation, partnership, joint venture, trust, and any other body corporate or unincorporated organization, directly or indirectly controlling, controlled by or under common control with Affiliate CPA Plan: An Affiliate compensation plan where Affiliate shall be paid according to the number of Qualified Traders referred by him to the Site(s) which Qualified Traders actually opened an Account with the Company after clicking on a Tracking URL used by Affiliate or entered the sign up bonus code assigned to Affiliate when they signed up.
6.4. Notwithstanding any other term herein, if the Company suspects or has reason to believe that Affiliate and/or a Customer was involved with or attempted arbitrage, CPA fraud and/or fraudulent activity, then Company reserves the right to:
6.4.1.Withhold payment, at its sole discretion.
6.4.2. Terminate Affiliate and/or Customers' access to services provided by Company, and/or terminate the contract for the provision of services between Company and Affiliate and/or Customer, as applicable.
6.4.3. Block Affiliate and/or Customers' account and arrange for the transfer of any unused balance to Affiliate and/or Customer, as applicable.
Fraudulent activity shall include, without limitation, collusion between Affiliate and one or more Customers, collusion between two or more Customers, instances where Company reasonably believes that trading is intended to generate commissions or fees and not profits, and any other instance where Affiliate and/or a Customer has abused the Company's terms of payment.
6.5. All payments will be due and payable in United States Dollars, upon the mutual agreement of the Parties (unless agreed otherwise in writing).
6.6. Unless otherwise agreed between the Parties in writing, payments will be done by the 20th day of month for the previous month by wire transfer to Affiliate bank account the details of which shall be provided to the Company by Affiliate from time to time.
7. Term and Termination
7.1. The duration of this Agreement will begin on Effective Date and will continue in perpetuity unless it is terminated earlier in accordance with the provisions hereof ("Term").
7.2. Either Party may terminate this Agreement for convenience following a thirty (30) days' notice period pursuant to a written notice.
7.3. The Company may, by notice in writing to Affiliate, terminate this Agreement forthwith if any of Affiliate's representations ceases to be true, or if Affiliate is in breach of any term, condition or provision of this Agreement and either the breach cannot be remedied or Affiliate fails to remedy the same within 7 days of receipt of a Notice requiring it to do so.
7.4. Termination shall be without prejudice to any rights which accrued before termination. Affiliate shall be entitled to receive any fees in accordance with clause 7 above, which have accrued and are due payable to it as at the termination.
Each Party shall pay its own tax and duties.
9. Records, Reports.
9.1. It is in Affiliate's sole responsibility to associate Affiliate ID with Traders making use of the Trading Services by using Tags provided by the Company or otherwise informing the Company in writing as to its Traders ID.
9.2. It is in Company's sole responsibility and obligation to track the activity of the Traders and all traffic associated with their Affiliate ID for the duration needed for the Company to fulfill its obligations under this Agreement in full.
9.3. Throughout the Term, The Company shall provide Affiliate with an online and/or offline report.
10. Intellectual Property Right
10.1. All of Company's intellectual property, including without limitation all of Company's Names and Trademarks and copyrights, whether or not registered and whether or not register, are and shall remain the sole and exclusive property of Company and/or its affiliated companies and Affiliate shall have no rights thereto except as explicitly provided herein. Without derogating from the generality of the foregoing, Affiliate shall not use any of the Company's Names and Trademarks other than in respect of this Agreement;
10.2. Affiliate shall not apply for or obtain registration, including by but not limited to trademark and internet domain names, of any of the Company's Names and Trademarks (or any trade or service mark which consists or comprises the Company's similar word or words or logo or parts hereof) for any goods or services in any country. In case such application and/or registration was done prior to this Agreement, Affiliate shall immediately transfer all such rights to the Company on its request;
10.3. Affiliate Shall not dispute or challenge the validity of, or the Company's rights to, any of the Company Names and Trademarks as registered or used by the Company during the term of this Agreement;
10.4. Each reference to the Company's Names and Trademarks shall be in a form agreed in writing in advance by the Company;
10.5. Any and all reference to the Company's Names and Trademarks by the Affiliate shall contain such acknowledgements of the Company's ownership of any and all intellectual property rights to the Company's Names and Trademarks as the Company may from time to time reasonably require;
10.6. Affiliate shall not do or admit others to do anything which may diminish or devalue the reputation, image or prestige of the Company or in any way impair any registration of The Company's Names and Trademarks;
10.7. Affiliate shall comply with regulations and practices in force or used in order to safeguard The Company's rights to the Company's Names and Trademarks and Affiliate shall cooperate fully with the Company in protecting such rights;
10.8. Affiliate shall promptly notify the Company of any contest of the validity or abuse of any of the Company's Names and Trademarks that Affiliate becomes aware of;
10.9. Affiliate shall indemnify the Company in respect of any and all costs, claims, damages, expenses, losses, demands and liabilities of whatsoever nature suffered or incurrence by the Company as a result of or in connection with the use of the Company's Names and Trademarks by Affiliate other than in accordance with this Agreement.
Each party represents that there is no claim, action, suit or proceeding pending or, to the Party's knowledge, threatened, against the Party at law, in equity, by way of arbitration or before any governmental department, commission, board or agency that might have a material adverse effect on the other Party, nor is the Party aware of any reasonable basis thereof.
12. Limitation of Liability.
EXCEPT AS STIPULATED ABOVE, IN NO EVENT WILL THE COMPANY BE LIABLE TO AFFILIATE AND/OR AFFILIATE TRADERS AND/OR ANY THIRD PARTY ENGAGING DIRECTLY OR INDIRECTLY WITH COMPANY'S TRADING SERVICES AND NO PARTY WILL BE ENTITLED TO RECOVER FROM THE COMPANY ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR ANY OTHER CAUSE OF ACTION RELATING TO COMPANY'S TRADING SERVICES OR OTHERWISE RELATING TO THIS AGREEMENT, EVEN IF EITHER PARTY HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES ARE FORESEEABLE. IN ALL CASES, COMPANY'S MAXIMUM AGGREGATE LIABILITY TO AFFILIATE AND ALL TRADERS RELATING TO Company's TRADING SERVICES OR THIS AGREEMENT, FOR ANY REASON, WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO AFFILIATE BY COMPANY DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO A CLAIM FOR DAMAGES.
13.1. Affiliate shall indemnify the Company for any damage or expense incurred as a result of Affiliate's failure to abide by the obligations of any terms of this Agreement.
13.2. If the Affiliate is involved in advising clients on trading matters and or providing signals for clients to trade, the Affiliate shall be responsible for and shall, as a primary obligation, indemnify and hold harmless the Company, its directors, officers, employees and affiliates, from and against any liabilities, claims, demands, proceedings, costs, damages, expenses (including legal fees) and penalties whatsoever arising out of:
13.2.1. Any failure on Affiliate's part or that of the Client to comply with an applicable law, rule or regulation; and
13.2.2. Any failure on the part of Affiliate to perform any obligation set out in this Agreement or any other agreement between the parties.
13.2.3. The un-authenticity or unenforceability of any contract entered into with the Client;
14.1. Affiliate shall keep confidential and not disclose except for the benefit of the Company at any time during this agreement or subsequent any trade secrets, techniques, ideas, know how, plans, concepts, data, and subject matter pertaining to the Company, its clients, or Customers which Affiliate may use or otherwise acquire during its relationship with the Company (the "Confidential Information").
14.2. Upon termination of this Agreement, Affiliate shall return to the Company any materials or data received by Affiliate from the Company.
14.3. At any time during the term of this Agreement the Company can demand that Affiliate return any materials or data it received from the Company.
14.4. The provisions of this Section 14 shall not prohibit the use or disclosure of information:
14.4.1. Which is or becomes public domain without breach of this Agreement by the party receiving Confidential Information; or
14.4.2. Which after execution of this Agreement is lawfully acquired from any third party who did not directly or indirectly acquire the same subject to any obligations of confidentiality.
Any notice required or permitted to be given under this Agreement shall be in writing and shall be sent by email to firstname.lastname@example.org.
15.1. Notice under this Agreement shall be deemed to be effectively given or made: on delivery to a party, if delivered personally or when sent by e-mail.
16. Parties Relationship
Affiliate and Company are independent entities. There is no employment, joint venture or partnership relationship between the Parties nor created by this Agreement. Neither party shall have any right or authority to act on behalf of the other or represent that it has such right or authority unless presented in this Agreement or subsequent written authorization.
17.1. This Agreement constitutes the entire agreement between the parties and nullifies any and all previous agreements both oral and written between the parties.
17.2. Failure by the Company to require strict compliance with any provision of this Agreement shall not constitute a waiver of the Company's rights upon that or any other occasion.
17.3. The invalidity or unenforceability of any part of this Agreement shall not prejudice the validity or enforceability of any other part.
17.4. This Agreement is personal and is not assignable otherwise than by the Company.
17.5. Variations to this Agreement shall be made in writing and signed by both parties, unless otherwise provided herein.
17.6. This is the entire Agreement of the parties and replaces any previous Affiliate Agreements or discussions.
17.7. This Agreement shall take effect, when signed or accepted by both parties, unless another date is specifically stipulated.
18. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Ireland without regard to conflict of laws. Exclusive jurisdiction in any action or proceeding arising out of or relating to this Agreement will be placed in the relevant courts residing in Dublin ("Jurisdiction Courts"), and each party waives any objection to proceedings in the Jurisdiction Courts.