Affiliation Agreement

  1. Introduction
    1. THIS AGREEMENT is entered between:
      1. Xtrade Ltd, company duly registered under the Cyprus Company Law with Registration Number HE 248449, having its registered address at 1st. Floor, Tofias Building, Vasileos Constantinou 140, 3080 Limassol, Cyprus and authorised as a Cyprus Investment Firm by the Cyprus Securities and Exchange Commission CySEC, with License Number 108/10 (hereinafter “Xtrade Ltd” or “us” or “we”), on the one hand, and
      2. The Affiliate who has requested to become an Affiliate of Xtrade Ltd by accepting this Agreement (online on our website or by signing it) and been accepted by us as our Affiliate (hereinafter “the Affiliate” or “you”), on the one hand.
    2. This Agreement shall come into force and effect on the date that we acknowledge receipt of the signed copy of this Agreement from you ("Commencement Date").
  2. Definitions
    1. In this Agreement the following terms shall have the following meanings:
    2. "Act" means the Investment Services and Activities and Regulated Markets Law of 2007 (Law 144(I)/2007);
      "Applicable Regulations" means the Act, the CySEC Rules or any other rules of a relevant regulatory authority, the rules of any relevant investment exchange, and any other applicable laws, rules and regulations as in force from time to time and to which this Agreement is subject;
      "Business Day" means any day, other than a Saturday or a Sunday, or the 25th of December, or the 1st of January or any Cyprus public holiday;
      "Client Agreement" means the terms of business between us and a Client, to which the Client has consented to in writing;
      "Client" means a customer who has been or is identified as introduced by you to us and with whom we enter into a Client Agreement;
      “Commencement Date" means the date that we acknowledge receipt of the signed copy of this Agreement from you;
      “MiFID” means the Markets in Financial Instruments Directive (2004/39/EC); and
      "Services" means the services shown in Schedule 1 which you will offer to us under this Agreement.
    3. References to statutory provisions, or to related enactments, orders or instruments are references to those provisions, enactments, orders or instruments as amended or as re-enacted or as their application is modified from time to time.
    4. In this Agreement unless the context otherwise requires:
      1. Capitalised terms used herein and not defined herein, shall have the meaning set out in the CySEC Rules;
      2. Words denoting the singular shall include the plural and vice versa and words denoting a given gender shall include all other genders;
      3. Headings are for convenience only and shall not affect interpretation of this Agreement and references to clauses are to clauses of this Agreement; and
      4. References to persons include references to any persons, corporations and to any association or partnership.
  3. Non-Exclusivity
    1. The Affiliate may act in the same capacity and offer similar service to the Services hereunder to other persons, but the Affiliate undertakes not to introduce to the other persons the same Clients introduced to us and shall not use the our marketing material for the benefit of these persons.
  4. Introducing Clients
    1. With effect from the Commencement Date and during the term of this Agreement, you shall endeavour to introduce to us prospective Clients.
    2. From time to time you may notify us that you wish us to accept a prospective Client for the purposes of this Agreement. We may, however, in our absolute discretion, refuse without prior notice to accept any prospective Client without giving any reason or being liable for any resulting loss to you or the Client.
    3. Each Client proposed by you will be required to meet the then current minimum requirements for new accounts with us, which will be sent by us to from time to time. Properly filled in and formed documents for opening a trading account of the proposed clients has to include full personal information such as clients personal e-mail address, telephone numbers, postal address and so on.
    4. Prior to the opening of each trading account for new Clients, you or the proposed client shall furnish us with all financial and personal information concerning each of the proposed Client.
    5. If we agree to accept any person introduced by you as our Client, then such person will enter into a Client Agreement with us and we will open an account in our books in the name of the Client, whereupon the Client shall be bound by the terms of the said Client Agreement. Upon our request, you shall furnish us with any other documents and agreements executed by the said clients customers, which we may reasonably require in connection with the operation or maintenance of the account.
  5. Regulatory Matters and Restrictions
    1. You agree that we shall treat the Client as our client. We will classify the Client in accordance with the CySEC Rules (i.e. Retail Client or Professional Client or Eligible Counterparty).
    2. You confirm that:
      1. you have obtained all necessary authorisations (including, without limitation, any regulatory or governmental consents, approvals or licences) to enable you to enter into and perform your obligations under this Agreement and offer the Services hereunder and you undertake to maintain such authorisations, licences and consents during the term of this Agreement and shall inform us of any changes;
      2. your activities under this Agreement will not require us to obtain any authorisation, licence or consent from any regulatory authority to carry on regulated activities of the kind contemplated under this Agreement in any relevant jurisdiction or to promote our services to such prospective Clients;
      3. you will notify us immediately of any actual or potential contravention of any such legal or regulatory requirement and we are entitled to assume that all necessary authorisation, licence or consent remains in effect until you notify us otherwise;
      4. you will notify us immediately if any actual or proposed judgement, order, disciplinary sanction is imposed upon or entered against you or any other action or claim is taken against you (including without limitation any pending litigation), in relation to your activities under the Applicable Regulations which has, or may have, in our reasonable opinion, a material adverse effect on your reputation or financial standing;
      5. you have, prior to execution of this Agreement, fairly disclosed to us all information (including, without limitation, any material information relating to your regulatory standing and details of any material difficulties previously encountered by you in the provision to Clients of such similar services as those contemplated in this Agreement) which may reasonably be considered material to us in deciding whether to deal with you and/or any Client or in determining the basis on which our services should be provided;
      6. all information supplied by you to us (including, without limitation, information relating to any Client or its account) is true, complete and accurate in all material respects and you will advise us forthwith of any material change to information previously provided; and
      7. you will comply with all applicable legal and regulatory requirements in each jurisdiction in which you carry on business.
    3. We will give to you all information, disclosures, explanations, policies and documents which we are required to provide to Clients under the CySEC Rules or any Applicable Regulations.
    4. We are entitled to assume, without enquiry, that any information which you give to us about the Client is complete and accurate and that it remains so, unless we are advised otherwise by you. Under Applicable Regulations we are required to perform a suitability assessment or an appropriateness assessments, so you hereby agree that you shall use your best efforts in making an adequate inquiry, so as to be thoroughly familiar with the Client’s financial status and trading objectives and all other information contained on the Client’s application. You hereby agree to bring to our attention anything that might adversely impact on the credit worthiness of any Client.
    5. In certain circumstances, we may require further information about the Clients and/or we may apply our own identification/verification procedures. You shall comply with all reasonable requests or instructions notified to you by us from time to time. Upon such requests or instructions you agree to provide us with any relevant information which you may have concerning persons introduced to us by you so as to ensure that we can comply with our obligations to verify the identity of Clients under the Cyprus anti-money laundering regulations and with our responsibilities under the Act and all other Applicable Regulations with respect to such Clients.
    6. You agree to update or revise any information contained on the Client’s application as may be necessary from time to time and to comply with all Cyprus anti-money laundering statutes, rules, regulations and interpretations as may be enacted from time to time.
  6. Your Obligations and Responsibilities
    1. You shall perform the Services including without limitation your obligations under this Agreement and otherwise conduct your business and affairs in accordance with such professional and ethical standards as are widely regarded as being best practice and in accordance with Applicable Regulations. You shall not take any steps which would cause us to fail to observe the standard of behaviour reasonably expected of persons in our position and will comply with all applicable laws and rules and requirements applicable to you or us and disclose to us promptly any complaint, regulatory investigation, or disciplinary action or any other development that may have a material impact on your ability to provide the Services in accordance with Applicable Regulations.
    2. Subject to any restrictions contained in this Agreement, you shall provide the Services or such other services which may from time to time in our reasonable opinion become necessary and which are notified in writing by us to you and agreed between us.
    3. You shall:
      1. Not take or omit to take any action which you know or ought reasonably to know is reasonably likely to prejudice or to bring into disrepute in any manner our business or reputation or that of any of our associates;
      2. Not knowingly do or commit (or permit to be done or committed) any act, matter or thing that you know or ought reasonably to know is reasonably likely to put us in breach of any of the provisions of the Client Agreement or Applicable Regulations;
      3. Not make any representation or warranty concerning us except as authorised by us;
      4. Not, in your capacity as our affiliate, incur any liability on our behalf or in any way pledge or offer our credit;
      5. At all times act in good faith for and towards us;
      6. Not in any way represent to any Client that you or we will guarantee such Client against loss, limit the loss of such Client or not call for or attempt to collect required initial margin maintenance margin as established by us.
      7. Not do anything, which is either intended or has the effect of creating a binding contract or arrangements between us and any other third person or of engaging us in any liability;
      8. Not use the material we will provide to you for the benefit of our competitors or other persons to whom you offer similar services;
      9. Not provide any incorrect or misleading information about us;
      10. At all times provide the prospective Clients or Clients with full, accurate, clear, and non-misleading information, clarifications and marketing material regarding us, our services or licenses;
      11. You shall not overemphasise to prospective Clients or Clients the advantages of any investments and diminish the risks;
      12. You shall not provide any investment, legal or tax advise to prospective Clients or Clients, in our name or on our behalf;
      13. Not use our name for any illegal activities;
      14. Shall become thoroughly familiar with our licenses and services and the information, disclosures, explanations, policies and documents, to be given by us to you and which we are required to provide to Clients under the CySEC Rules or any Applicable Regulations.
    4. You shall not at any time hold any assets belonging to Clients or money which is or is to be treated as client money under the CySEC Rules and you shall not manage the trading accounts we will open for the Clients. You shall not offer any investment serviced to Clients.
    5. Upon our request, you shall provide us with your annual audited financial statements within three months of the end of your accounting reference period or, if you are an individual, you shall provide us with such evidence of your financial standing as we may reasonably request from time to time; a business plan; a lease agreement or letter of intent to lease office space; a certificate of state registration of a legal entity or individual entrepreneur as the case may be; a certificate of registration with the local tax authority; the resolution by the founders approving the conclusion of agent contracts. This list of documents is not exhaustive; additional documents may be required at the Company’s discretion.
    6. Throughout the period of this Agreement, you will make available such suitable personnel (including, upon our reasonable request, a senior officer) both during the normal business hours and outside normal business hours in the case of emergency as shall be reasonably necessary to enable you to perform your obligations, and shall also make available such other facilities of liaison, co-ordination and co-operation as shall reasonably be necessary to facilitate the efficient carrying out of your obligations envisaged under this Agreement.
    7. You shall, save to the extent necessary to effect introductions hereunder and to perform your obligations under this Agreement (and notwithstanding any termination of this Agreement), keep all information relating to us or our services strictly confidential and shall not disclose the same to any other person or seek to utilise the same in order to obtain any commercial advantage over us for yourself or any other person or entity.
    8. You shall maintain appropriate records in relation to your Services and provide us with such information on the performance of your obligations under this Agreement as is agreed between us in writing from time to time or otherwise reasonably required by us in writing in order to satisfy us that you are performing your obligations effectively and in accordance with the Applicable Regulations.
    9. You agree that upon reasonable written notice you will co-operate with CySEC and any other relevant regulator of us in relation to the matters covered by this Agreement.
    10. You agree that upon reasonable written notice you will grant effective access to data which you hold or to which you have a right of access to in relation to the matters covered by this Agreement, and to your business premises, to us, our auditors, and CySEC and any other relevant regulator.
    11. You agree that any “Promotional material” you may wish to use from time to time must be either prepared by us or reviewed and approved by us prior to publication and distribution to existing or prospective Clients. Promotional Material includes all written material generated by us or you. Promotional material also includes published written texts, compliance and procedures memoranda and manuals, training materials, advertisements, research reports, correspondence to Clients or prospective Clients, as well as market analyses, newsletters and generally anything written that assists in the solicitation process.
    12. You are independent of us and you shall have no authority to bind us in any way unless specifically contemplated herein or agreed by us in writing.
    13. Your immediate family members cannot be proposed by you as Clients and in the event that we do accept them as our Clients, you shall not be entitled to commission or Fee. You shall not be allowed to any commission of Fee for any trading activity form your own trading account held with us.
  7. Marketing Materials
    1. Affiliate's Marketing Materials shall comply with the guidelines located at the Affiliate Section referred to as Affiliate Marketing Rules tab in the Affiliate's account and the restrictions set forth in Section ‎4.3 herein.
    2. Prior to the Affiliate's use or amendment of any Marketing Materials, the Affiliate shall submit a sample to the Company for its review and approval. Affiliates shall not be allowed to alter any of the Marketing Material provided by the Company. The Marketing Material may be used by the Affiliate only upon receiving the explicit written approval by the Company, which may be denied at the Company's sole and exclusive discretion. In the event such approval is granted, the Affiliate agrees and hereby does assign and transfer to the Company, its successors, assignees, or nominees, all of Affiliate's right, title and interest to the materials created and made by (or for) the Affiliate.
    3. In the event that the Affiliate makes use of any Marketing Material not approved by the Company, the Company shall have the right, in addition to any other right or remedy available to it under this Agreement or applicable law, to render the Tracking URLs assigned to such Affiliate inoperative, and immediately block Affiliate's access to the Program and deny any Affiliate Fee, with no compensation to Affiliate. Affiliate hereby irrevocably waives any claim or demand against the Group, its directors, officers, shareholders, employees or against the Site(s) in respect of such action taken by Company.
    4. We will render full assistance (such as consultation, technical assistance) and provide all necessary software support to you for the purposes of this Agreement.
  8. Indemnity and Damages
    1. You agree to indemnify and hold harmless us, our directors, officers, employees and affiliates, from and against any liability, claims, demands, proceedings, costs, damages, expenses (including legal fees) and penalties whatsoever suffered or incurred by us arising out of your negligence, wilful default or fraud or breach of your obligations under this Agreement.
    2. To the maximum extent permitted by applicable law, in no event shall we or our affiliates, parent companies, employees, agents, attorneys, officers, managers, directors or suppliers, be liable for any special, incidental, indirect or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use any software provided by us to you or the Clients for its use in transacting business with us, even if we have been advised of the possibility of such damages.
    3. Notwithstanding the termination of this Agreement, you will indemnify us against any loss or liability suffered by us as a result of any contravention of any such legal or regulatory requirement.
  9. Client Funds
    1. You will instruct the Clients to make any deposits with us directly to our designated segregated bank account(s) or those of our clearing firm as notified by us. Any payment due and payable by the Client to us or withdrawal must be made via bank transfer, credit card transfer according to the Client Agreement to be entered into with the Client and us.
    2. You shall not receive, hold or handle any Client money.
  10. Client Complaints
    1. You will promptly inform us in writing, of any complaint against us, marked for the attention of our Compliance Officer at affiliates@xtrade.com.
    2. You agree to notify us of any written complaint received from a Client which relates to any function that you have undertaken and, in the event you agree action is necessary, you undertake to take reasonable steps to amend your procedures to avoid the occurrence of similar complaints in the future.
  11. Fees and Payments
    1. We shall pay to you as remuneration such Commission as set out in Appendix 2 which is a part of this Agreement.
    2. In order for the Commission to be paid for any new Client proposed by us there has to be a minimum deposit of 100 USD or equivalent in the trading account of the new Client. We shall not pay any Commission should the Client deposit money in his trading account and then subsequently withdraws money leaving a balance of less 100 USD.
    3. The billing period of the calculation of your Commission shall be deemed to be a calendar month.
    4. Payments of your Commission for the previous month will be made once a month (20th of the month the latest). Any Bank or PayPal fees shall be shared between us.
    5. We have the right to remove from your Commission the sum of compensation corresponding to trading positions which were closed less, than in fifteen seconds after opening or when we reasonably suspect that any Client introduced by you performed abusive trading such as, but not limited to, Snipping, Scalping, Pip-hunting, Hedging, placing “buy stop” or “sell stop” Orders prior to the release of financial data, arbitrage, manipulations or a combination of faster/slower feeds on our Trading Systems.
    6. In the event that within five calendar days from the date of payment you do not disapprove in written form amount of the Commission transferred to your account, the payment shall be considered as transferred correctly, the sum of payment confirmed by both parties and shall not be disputed by you.
    7. Such Commission shall continue to be payable to you following any termination of this Agreement provided:
      1. at all times following such termination:
        1. you shall comply with the provisions of the Agreement which survive termination;
        2. no confirmation or representation given by you shall subsequently prove to be incorrect; and
        3. you shall not act in any manner which would, during the term of this Agreement, entitle us to terminate pursuant to Clauses 12.2(d) or 12.2(e);
      2. you shall not act in any manner which may damage our business or reputation or cease, in our reasonable opinion, to be a fit and proper person to conduct, or be associated with, designated investment business (as defined under the CySEC Rules).
    8. We shall not be liable for any travel, communication or other expenses incurred by you in relation to this Agreement.
    9. You confirm that you shall be solely responsible for any costs or expenses incurred by you pursuant to this Agreement and that you shall only be entitled to receive the commission.
    10. Subject to our right to apply limits on various payments methods, the payment shall be paid in a bank account or payment institution account belonging to you or to your trading account held with us. You shall have the right to change your payment method every month. To this end you need to inform us via email between the 1st day and the 6th day on a Business Day, should you wish to change your payment details.
    11. Should one Client introduced by you, open more than one accounts with us, you shall receive Your Commission only for the first account opened with us.
    12. It is agreed and understood that the Affiliate cannot receive remuneration/commission hereunder for his own trading activity with us.
  12. Termination
    1. This Agreement shall commence with effect from the date on which we notify you that you have been accepted as our Affiliate or we acknowledge receipt of the signed copy of this Agreement from you (as applicable) and shall continue until terminated according to Clause 12.2 hereunder.
    2. The Agreement may be terminated in any of the following ways:
      1. By the Affiliate providing 48 hours written notice to Xtrade Ltd.
      2. By the mutual consent of the Parties if they believe that the collaboration is not profitable.
      3. By Xtrade Ltd providing 48 hours written notice to the Affiliate.
      4. By either Party forthwith at any time by giving written notice to the other ("the Party in Default") if:
        1. the Party in Default goes into administration or liquidation or becomes insolvent or is wound up or resolves to do so or a petition seeking an administration or winding-up order is issued in relation to the Party in Default (or an analogous event occurs under the law of any jurisdiction); or
        2. the Party in Default either commits any breach of this Agreement which is irremediable or, if remediable, is not remedied within 10 days after written notice is given to the Party in Default by the other requiring such remedy.
      5. By Xtrade Ltd, forthwith at any time by giving written notice to you, and without further obligation to you, if you cease, in our reasonable opinion, to be fit and proper to introduce prospective Clients to us, if you no longer hold the necessary authorisation, licence or consent to enable you to perform your obligations under this Agreement or if you are prevented for any reason from carrying out your activities hereunder or if you do not introduce a new client for a period of more than six months, or you introduce Clients which enter into prohibited actions described in Clause 11.5 above.
    3. Forthwith upon any termination of this Agreement you shall procure the delivery to us of all documents belonging to us (including all marketing literature provided to you pursuant to Clause 7.1 and Intellectual Property of Clause 15.1), transfer relevant records or data to us, and undertake not to retain any copies thereof.
    4. Notwithstanding any termination of this Agreement, you shall provide all information and assistance required by us for the purpose of dealing with the Clients prior to such termination and shall take no action which may result in such Clients terminating or ceasing to develop their relationship with us.
    5. In the event of the termination of this Agreement, it is expressly understood and agreed that we will continue our relationship with the Clients introduced by you if the Client wishes this.
  13. Notices
    1. All notices shall be in writing and may be served personally at or by fax, courier or email to our respective addresses set forth by you when you requested to become our Affiliate and to our address as set forth below or such other address as either you or we may give notice to the other from time to time. You must ensure that at all times we are able to communicate with you by telephone, fax or email.
      1. The Address of Xtrade Ltd for notices is:
      2. Xtrade Ltd Financial Ltd
      3. Vasileos Constantinou 140,
      4. Tofias Building, 3080,
      5. Limassol
      6. Cyprus
      7. Tel: +357-250-22788
      8. Email: affiliates@xtrade.com
    2. Such notice or other communication will be deemed effective if in writing and delivered in person or by courier, on the date it is delivered or if sent by facsimile transmission, on the date that transmission is received by the recipient, or if sent by registered mail or the equivalent, on the date that mail is delivered or if sent by email on the date that email is delivered, unless the date of delivery (or attempted delivery) or the date of receipt, as applicable, is not a Business Day or the communication is delivered (or attempted to be delivered) or received, as applicable, after the close of business on a Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Business Day.
  14. Governing Law and Jurisdiction
    1. The construction, validity and performance of this Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Republic of Cyprus.
    2. Any disputes arising between the Parties shall be settled through negotiations between them. In case a dispute cannot be resolved through negotiations of the Parties, the Parties irrevocably agree that the courts of the Republic of Cyprus shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) that may arise between the Parties in respect of the construction, validity or performance of this Agreement or as to the rights and liabilities of any Party hereunder or in any way connected with the Intellectual Property.
    3. Nothing contained in this Clause 14 shall, however, limit our right to take proceedings against you or any Client in any other court of competent jurisdiction, nor shall the taking of proceedings in one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
  15. License to Use our Intellectual Property
    1. Subject to the terms and conditions of this Agreement, we hereby grant to you, for the duration of this Agreement, a license to use, property, including, but not limited to, records, forms, trade literature, newsletters, market reports, articles, computer software and any reproduced copies or negatives thereof, and any information reflected or contained therein, provided and furnished by us or otherwise obtained by you during your relationship with us (“Intellectual Property”).
    2. Intellectual Property, regardless of the author, shall remain our sole property and shall be accounted for and returned by you to us on demand. It is expressly understood that your license to the use or possession of Intellectual Property is to fulfil your obligations to us under this Agreement and you have no other right or proprietary interest in the Intellectual Property other than the license provided in this Clause.
  16. Severability
    1. Nothing contained in this Agreement shall be construed as requiring the commission of any act contrary to law. Whenever there is any conflict between any provision of this Agreement and any present or future applicable statute, law, ordinance or regulation governing the transactions hereunder, the latter shall prevail, but in such event the provision of this Agreement thus affected shall be curtailed and limited only to the extent necessary to bring it within the requirement of the law. In the event that any part, paragraph, sentence or Clause of the Agreement shall be held to be indefinite, invalid or otherwise unenforceable, the entire Agreement shall not fail on account thereof, and the balance of the Agreement shall continue in full force and effect.
  17. Entire Agreement
    1. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and the basis of all our dealings with you and supersedes all previous written or oral communications or understandings, whether formal or informal, with respect thereto.
  18. Amendment
    1. We may amend this Agreement and the specifications of each Affiliate plan / deal available on our website by notice in writing to you at any time. Any such amendment shall take effect from the date specified by us but may not be retrospective or affect any rights or obligations that have already arisen. Otherwise, this Agreement may only be varied by the written agreement of both you and us.
  19. Force Majeure
    1. We shall not be in breach of this Agreement and shall not be liable or have responsibility of any kind for any loss or damage incurred by you as a result of any total or partial failure, interruption or delay in the performance of our duties and/or obligations under this Agreement occasioned by any act of God, fire, war, civil commotion, labour dispute, act of government, state, governmental or supranational body or authority, or any investment exchange and/or clearing house, inability to communicate with market makers for whatever reason, failure of any computer dealing system, any other breakdown or failure of transmission in communication facilities of whatever nature, between us and you or any other third party whatsoever, or any other reason (whether or not similar in kind to any of the above) beyond our reasonable control.
  20. Waiver
    1. No failure on the part of any party to exercise, and no delay on its part in exercising, any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.
  21. Assignment
    1. You may not without our prior written consent transfer this Agreement or any interest or obligation in or under this Agreement and any purported transfer without such consent shall be null and void. Following such consent to the transfer of any interest or obligation under this Agreement, you shall remain responsible for the performance of all of the transferee’s obligations under the Agreement.
    2. The Company may at any time sell, transfer, assign or novate to a third party any or all of its rights, benefits or obligations under this Agreement or the performance of the entire Agreement subject to providing ten Business Days prior Written Notice to you. This may be done without limitation in the event of merger or acquisition of the Company with a third party, reorganisation of the Company, winding up of the Company or sale or transfer of all or part of the business or the assets of the Company to a third party. It is agreed and understood that in the event of such transfer, assignment or novation, the Company shall have the right to disclose and/or transfer your information (including without limitation personal data, recording, correspondence, files and records) to the third party.
  22. Affiliate Plans
    1. It is agreed and understood that the Company offers a default scheme (hereinafter “CPA Plan”) to Affiliates, found on its website at paymentplans.aspx and which is an integral part of this Agreement. The CPA Plat shall apply between the Parties, unless the Parties agree to a different arrangement in writing.
    2. It is agreed and understood that under the CPA Plan, the remuneration of the Affiliate shall be determined based on his country of resident and the volume of monthly traders of the Clients introduced by the Affiliate.
    3. It is agreed and understood that under the CPA Qualified Trader Plan, the Affiliate shall be allowed remuneration for a Client introduced by him only when such Client: a) trades at least US$40 of spread, and b) has deposited at least US$100 in his account with us.
    4. It is agreed and understood that under the Revshare Plan, found on the website of Xtrade Ltd, the remuneration of the Affiliate shall be determined based on the volume of monthly traders of the Clients introduced by the Affiliate. The Revshare Formula calculation for the Commission of the Affiliate shall be: Net Spread minus the bonuses and chargebacks.
    5. Without prejudice to Clauses 11.2, 11.5 and 11.7, it is further understood that in the event of termination Revshare Plan by Xtrade Ltd, Xtrade Ltd will pay any applicable Commissions to you only for one month after the notice of termination sent by us.
  23. General
    1. The rights and remedies in this Agreement and the indemnities contained in Clause 8 are cumulative and not exclusive of any rights or remedies provided by law.
    2. Unless otherwise permitted by the CySEC Rules or any other Applicable Regulations, nothing in this Agreement shall be taken to exclude or restrict our obligations under the CySEC Rules or any other Applicable Regulations. We shall be entitled to take any action as we consider necessary in our absolute discretion to ensure compliance with the CySEC Rules or any other Applicable Regulations and such actions shall be binding on you and shall not render us or any of our directors, officers, employees or agents liable.
    3. Subject to any restrictions contained this Agreement, you agree that we (including our associates, employees or representatives) shall be entitled to telephone you without express invitation (or make other “unsolicited real time communications”) during normal business hours (or such other times as may be convenient) if we consider it appropriate.
    4. If you are a partnership or more than one person, any liability arising under this Agreement shall be deemed to be the joint and several liabilities of the partners in the firm or of such persons as aforesaid. This Agreement shall not be terminated or prejudiced or affected by any change in the constitution of such firm or by the death of any one or more of such persons but in the event of any such death notice of termination shall be given by the survivor or survivors of such persons or the personal representatives of any such persons who have died.
    5. You (i) consent to the recording of the telephone conversations in connection with this Agreement, any potential Transaction or Transaction and (ii) agree to obtain any necessary consent of, and give notice of such recording to, such of your personnel and your associated companies as may be necessary. You further agree that any such recording may be submitted in evidence to any court or in any legal proceeding for any purpose relating to any Transaction or this Agreement.
    6. Your Services hereunder shall not be exclusive and we shall be entitled at any time to appoint any other person or entity to provide services to us in any jurisdiction, whether or not similar or identical to the Services to be provided by you hereunder.
    7. This Agreement is made in two original copies, that both have equal validity.
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