Terms and Conditions
Note: The English version of this agreement is the governing version and shall prevail whenever there is any discrepancy between the English version and the other versions.
TBy signing this agreement, it is assured that you have read, understand and agree with all the terms of this Agreement.
- The Company, is a Cyprus Investment Firm, duly authorized and licensed by the Cyprus Securities and Exchange Commission (hereinafter referred to as “CySEC”), under license number 296/16 to provide investment and ancillary services (hereinafter referred to as the "Services”).
- The Company provides the Services to Clients (as defined below) in line with the provisions of the abovementioned license and by entering into this Agreement with the Intermediary; the Company aims to enhance the quality of service offered to Clients.
- The Parties wish to enter into this Agreement provided that the Intermediary holds any relevant license and/or authorization as might be required in its jurisdiction of incorporation to carry out the Intermediary Services indicated in this Agreement.
NOW IT IS HEREBY AGREED AS FOLLOWS:
- This agreement is valid for an indefinite period, unless terminated under the provisions of clause 32.
The Intermediary is appointed by the Company and will act as a mediator between the Company and Clients and will act as a facilitator for the conclusion of agreements between the Company and Clients in relation to the provision of investment services by the Company (the "Intermediary Services"). In executing the Intermediary Services, the Intermediary shall be obligated towards the Company for the following:
In case the Intermediary owns or operates a website and it wishes to use the website for linking to the Company’s website for the purposes of registration of prospective Clients with the Company, it must include the following information and functions in his website:
Provide a link from its own website to the Company’s website.
Intermediary may only use the Company’s logo and brand names with the prior written permission of the Company. In such a case the logo should indicate that it is the property of the Company and indicate that the website is a tool for registration of Clients with the Company.
Any other information, designation and volume that refer to the Company should first be approved by the Company and then be included in its website.
The Intermediary is under the obligation to disclose the capacity in which it is acting, when contacting or before communicating with any Client or potential Client.
Introduce to the Clients, natural persons or legal entities, with the Services provided by the Company in relation to trading in financial instruments.
Fairly and reasonably accurately describe the Company’s business and the Services in order for prospective Clients to have an understanding of the Services of the Company.
Comply with any business related instructions or directions reasonably given by the Company in relation to the Company’s services.
The Intermediary should regularly check the Company’s website and be updated with the terms and conditions of trading or any other disclosures issued by the Company and become available at the website.
Keep all information it receives about the Company’s business, including the identity of the prospective Clients or Clients and their transactions with the Company, confidential except where disclosure is required by this Agreement or judicial or regulatory authority in due course or such information is in the public domain.
It is understood by both Parties that the Intermediary is not allowed to provide the Services to Clients except for the Intermediary Services included in this Agreement.
Also, the Intermediary has the responsibility and obligation to operate and comply at all times with the provisions of the Prevention and Suppression of Money Laundering Activities Law and the relevant directives, regulations and circulars issued from time to time by CySEC, including any amendments to these.
Provide prompt updates to the Company of any changes made in the prospective Client’s or Client’s details.
Perform Intermediary Services and other obligations hereunder at its own cost and risk.
- The Intermediary will be entitled to a payment from the Company according to Appendix A, which is attached and forms an integral part of this Agreement.
- Furthermore, it is agreed by both parties that the payment by the Company to the Intermediary as described in Appendix A, will be reviewed by the Parties with mutual consent.
- It is agreed and understood by both parties that the Company will have the absolute right, after giving to the Intermediary prior notice to change the payment described in Appendix A at any time, for reasons concerning also the market spread and/or changes on the Company’s pricing policy in general.
- The Intermediary should NOT accept and keep any Client’s moneys in relation to the services offered by the Company. For the avoidance of doubt, the Intermediary may not assist or provide any assistance in relation to the withdrawal of Client funds.
- The Intermediary can advise the Clients on purely technical and educational matters but does NOT under any circumstances provide any investment and/or financial advice without obtaining the relevant regulatory approvals. In anyway, any advice of any type given to any such Client is the sole responsibility of the Intermediary, for which the Company can accept no responsibility.
- The Intermediary affirms that:
Its employees and/or representatives shall execute their duties in accordance with the industry standards and will comply with all provisions and requirements of this Agreement and the Law and Regulations for Protection of Personal Data 138 (I) 2001 and any legislation to succeed it or complement it;
Its employees and representatives who shall be from time to time engaged in the work needed for the services provided herewith, will be aware of and agree to comply with the obligations set forth in this Agreement and the Law and Regulations for Protection of Personal Data 138 (I) 2001 and any legislation to success it or complement it.
- The Intermediary assures that it will show care, diligence and professionalism so as to satisfactorily fulfill its obligations arising under the Agreement. It is understood that the Intermediary shall undertake all necessary steps so as ensure that the Confidentiality obligations arising under this Agreement, be extended to all employees, agents and/or representatives of the Intermediary who are providing Intermediary Services hereunder.
- The Intermediary in all matters and at any time is responsible and obligated to act in good faith, with attention, care, thoroughness and with commitment to the Company, with the aim of promoting and developing the business of the Company, and to carry its duties and obligations in a reasonable way, to comply with the orders and instructions of the Company and in particular to follow consistently each and every instruction and notice reasonably given by the Company and, in case of lack of such instructions or orders regarding a specific matter to act in such a way as to promote the Company’s interest.
- The relationship between the Company and the Intermediary under this Agreement shall be that of independent parties. Nothing in this Agreement shall be construed to create the relationship of employer and employee, a joint venture, a partnership, association or other legal relationship between the Company and the Intermediary and under no circumstances shall the Intermediary be deemed, construed or hold itself out to be acting as a broker or agent of the Company. This Agreement does NOT authorize the Intermediary or its directors, officers, representatives or employees to bind the Company by any statement, promise, representation, warranty or covenant or to conduct any dealings whatsoever with any person save as provided in this Agreement.
- Save as provided in this Agreement this Agreement does NOT authorize the Intermediary to make any representations on behalf of the Company or any of its products and services. The Intermediary will not make any claims, representations or warranties on behalf of the Company or any of the Company’s sites. The Intermediary will not be authorized to make any commitment or assume any liability or obligation on the Company’s behalf or on behalf of any of its sites.
- The Company warrants and represents to the Intermediary that the Company is licensed to provide the Services throughout the EU and that all materials, information or documents supplied or made available from time to time by the Company to the Intermediary under or in connection with this Agreement are suitable for use in any jurisdiction in the EU outside Cyprus. Save as aforesaid each party acknowledges that it is not entering into this Agreement in reliance on any representation, warranty or other provision except as expressly provided in this Agreement, and any condition, warranty or other term implied by law or otherwise is excluded from this Agreement to the fullest extent permitted by law. In particular, the parties acknowledge that the Company provides no warranty, representation or assurance whatsoever as to, and excludes all liability in respect of the suitability for use in any jurisdiction outside Cyprus of any materials, information or documents supplied or made available from time to time by the Company to the Intermediary under or in connection with this Agreement. It is hereby agreed between the parties that it is the responsibility of each party to ensure that any material, information or documents provided to prospective Clients and Clients are, save as aforesaid, in accordance with the laws of the country to which such material is used.
- For the purposes of this Agreement “Client” means a natural person or legal person introduced by the Intermediary to the Company and to whom the Company provides Services. For the avoidance of doubt, during the term of this Agreement the Client is a client of the Company and is NOT the client of the Intermediary.
- During this Agreement, the Intermediary may receive Confidential and Personal information for the prospective Clients’ and Clients’ activities and/or identities (“Client Information”). Save as provided in this Agreement the Intermediary shall NOT disclose such Client Information gathered without the Company’s written prior consent. Intermediary may not use Company’s users and/or the Clients database for any purpose other than for the purpose of this Agreement.
- Either party may disclose to the other Confidential Information. "Confidential Information" means all information which is now or in the future disclosed by the discloser to the receiving party, whether oral, visual or in writing, including by way of illustration but not limitation, data, customer database, customer information, personal information (including any personal information for the prospective Clients’ and Clients’ activities and/or identities), technology, know-how, inventions, discoveries, designs, processes, formulations, models, equipment, algorithms, software programs, interfaces, documents, specifications, information concerning research and development work, and/or trade and business secrets, information disclosed by the disclosing party which relates to current, planned or proposed products or services, marketing and business plans, forecasts, projections and analyses, financial information, and the terms and conditions of this Agreement. Notwithstanding, Confidential Information and Client Information shall not include information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving party; (ii) receiving party can demonstrate in its records to have had rightfully in its possession prior to disclosure of the Confidential Information by the discloser to receiving party; (iii) receiving party rightfully obtains from a third party, who has the right to transfer or disclose it, without default or breach of an obligation of confidentiality or nondisclosure; or (iv) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that receiving party shall provide prompt notice of such court order or requirement to the discloser to enable the discloser to seek a protective order or otherwise prevent or restrict such disclosure.
- Each party agrees to use the same degree of care to protect the other party’s Confidential Information from disclosure to third parties as it uses to protect its own information of similar importance, but in any event, no less than reasonable care. The receiving party may use Confidential Information solely as required for fulfilling such party’s obligations herein. Disclosures of the Confidential Information shall be restricted to the receiving party’s employees and consultants who have a need to know such information for the purpose of this Agreement and who are bound by similar confidentiality undertaking. In any event, the receiving party shall remain liable for any breach of confidentiality by such employees and consultants.
- The Company does not discriminate prospective Clients which are introduced by the Intermediary.
- Save as provided in Clause 18 the Company shall have the right to accept or reject any potential Client in its sole and absolute discretion, and shall have no liability whatsoever for any rejection. If a potential Client has been rejected by the Company for any reason, such reason to be conveyed to the Intermediary at the Company’s discretion, and the Intermediary shall have no further rights under this Agreement with respect thereto.
- The Intermediary’s fee will be exclusively paid by the Company and will not be added per se to the Client’s fees or charges owed by the Client to the Company.
- The Intermediary is NOT allowed to receive any payment for his/her immediate family members. Immediate family members means parents, and/or siblings and/or any relatives of the first degree. In case that the Intermediary acts as above the Company is allowed not to pay the Intermediary.
- The Company will not be responsible for any costs and/or expenses the Intermediary may incur by the implementation of the present Agreement unless otherwise agreed by the Parties.
- The Intermediary will be responsible for the payment of any taxes and/or charges and/or duties paid arising from the course of his business.
- The Intermediary shall not give any advice or make any recommendation on behalf of the Company.
- In the event where the Intermediary has provided the Clients with any advice, decision or recommendation, which is not in accordance with the Intermediary Services provided in this Agreement, the Intermediary will indemnify the Company immediately for any loss or liability arising from any such advice, recommendation or decision or from any delay, default or neglect by the Intermediary in relation to any customer services it provides to the Clients.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EITHER PARTY SHALL NOT BE LIABLE TO THE OTHER PARTY AND/OR TO THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS, REVENUE, ADVANTAGE, DATA, AND SERVICES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, ARISING FROM AND/OR RELATED TO THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT EQUAL TO THE AGGREGATE FEE PAID BY THE COMPANY TO INTERMEDIARY DURING THE FOUR (4) MONTHS PRECEDING THE EVENT.
- The Company is not liable to any potential Clients for any actions and/ or activities and/ or transactions of the Intermediary that are performed and/ or carried out outside of its Power Limits. The Company is not liable to the Intermediary for any loss or damage of the Intermediary of any nature or form.
- Save as provided in this Agreement the Intermediary will NOT advertise or circulate to any person or legal person, written information concerning the Company without the Company’s express written prior approval also to the content and the venues and the Intermediary will be responsible for the cost of such approved advertising.
- Any exchange of money regarding a Client’s account will be made directly from the Company to the Client or from the Client to the Company.
- The Company and the Intermediary acknowledge that this Agreement confers no exclusive right upon either party to the services of the other party. Neither party shall be precluded by this Agreement from entering into the same or similar agreements with other parties.
- This Agreement is personal to the Intermediary and may not be assigned, transferred, or used as a security. The Company may delegate this agreement by providing 7 days of prior written notice to the Intermediary.
- The term of this Agreement shall commence on the Effective Date and shall continue for an unlimited period (the “Term”). Notwithstanding the aforesaid, at any time during the Term, either Party may terminate this Agreement upon 30 days’ written notice.
This Agreement may be terminated:
Without limiting the foregoing, the Company may terminate this Agreement with immediate effect, in the event the Company loses its license to offer investment services.
Notwithstanding the above, in the event this Agreement is terminated by the Company, unless termination is resulted by the Intermediary's breach of the Agreement, the Company shall make all reasonable efforts to assist the Intermediary in securing an arrangement to replace the Company in the operations of the Intermediary.
The Company may terminate the Agreement at any time without giving any written notice to the Intermediary, in case of one of the following events:
The Intermediary ceases, for any reason, to act in good faith and be responsible towards the Company as set in clauses 2a to 2h above and in the Company’s opinion becomes incapable to provide such services;.
Any liquidation, insolvency, receivership or any other process of such effect in any jurisdiction, of or in relation to the Intermediary or his assets or the Intermediary ceases to pay debts in the ordinary course of business;
The Intermediary being in breach of any of the terms, conditions or warranties of this agreement or with the code of conduct mentioned in Appendix A.
The Intermediary acts in any fraudulent activity to engage or attempt to engage a Client.
In this case and prior termination of the Agreement the Company is allowed to withhold the fees referred in Appendix A.
Due to legal or regulatory challenges in the execution of this Agreement.
It is understood by both parties that such termination shall be without prejudice to any outstanding or accrued obligations of the parties until the day of termination and will be done with the procedure set in the above-mentioned code of conduct.
- In the event of termination occurring, for any reason, the Company’s dealings with the Intermediary ceases and the Intermediary will return to the Company all documents, brochures, call reports and any other material in his possession relating to the Intermediary Services. It is also understood and accepted that the Intermediary’s confidentiality shall survive any termination.
- In the event of termination occurring, for any reason, if and when requested to do so by the Intermediary in respect of all or any of the Clients specified by the Intermediary the Clients shall cease to be clients of the Company and the Company shall:
cease to offer its Services to such Clients;
not contact or have any dealings with such Clients (other than to close down its positions with such Clients);
transfer the Clients back to the Intermediary; and
direct those Clients to any alternative person that is able to supply services to such Clients that are the same or equivalent to the Services as specified by the Intermediary.
- All conditions of the present Agreement are essential and any breach of any of these conditions from whatever party, gives right to the innocent party to terminate the present Agreement by notice to the other party (in respect of a breach capable of remedy after first giving such party a reasonable opportunity to remedy the breach) and to claim from the culpable party compensation for any damages that will be suffered due to such breach, as well as expenses and interest.
- Any warning or notification or letter etc. based on the present Agreement shall be given in writing sent by a registered post letter, by a personal delivery, fax or email to the receiver to the last known address and shall deemed to be received normally, 72 hours after its mailing in a case of a letter and immediately in all other cases or if any date of deemed receipt is not a business day, on the next business day after the deemed receipt.
- The entire Agreement between the parties is expressed in this writing and shall govern also past relationship between the parties. No other Agreements or representations relating to the subject matter of this Agreement shall be binding on the parties unless endorsed herein or on a separate instrument signed by the parties.
- This Intermediary Agreement shall be interpreted and construed according to the relevant laws of Cyprus.
- Any disputes arising out of or in connection with the present Agreement which are not friendly solved by mutual agreement, shall be settled in the Courts of Cyprus.
- It is agreed by both Parties that in the event that any of the terms and/or conditions of this Agreement, is to be proven contradictive to any Cyprus Laws and/or Regulations, then this term will be immediately null and void without influencing validity of the rest of the Agreement.
Remuneration of the Intermediary
UNLESS OTHERWISE AGREED BETWEEN THE INTERMEDIARY AND THE COMPANY THE FOLLOWING FEES SHALL APPLY:
Cost per Activation (CPA) Scheme:
|First Deposit Amount in USD
||CPA Commission in USD*
|$100 - $199
||Up to $100
||Up to $150
* Applied by minimum volume traded (Binary Options).
- Fees eligibility is subject to strict compliance with this Agreement.
- Fees will be calculated on a monthly calendar basis, payable on a pro rata calendar monthly in arrears basis and settled during the first 15 (fifteen) working days of the following calendar month (i.e. January payments shall be paid by February 15th etc.).
- The Intermediary is allowed to receive Fee for any sub Intermediary that it introduces to the Company as specified down here. A Sub Intermediary shall be entitled to receive its own fee subject to duly exercise and strict comply of this Agreement.
- The Intermediary shall be entitled to receive additional Fee, as agreed between the Parties, for any client that will be introduced via the sub Intermediary or the Intermediary. Such activity shall be in strict compliance with this Agreement.
- Bonuses: Intermediary’s fees will be adjusted to reflect any trading bonuses given to the Clients. Client’s bonus ratio (bonus to deposit ratio) will be calculated, and the Intermediary’s Fee will be adjusted according to this ratio.