Affiliate Program Terms and Conditions
The Introducing Broker (IB) indicates existing and potential clients in the process of attaining affiliation with the Company pursuant to the Terms and Conditions of this Agreement. The Introducing Broker and the Company may be individually referred to as “Party” or collectively referred to as “Parties”.
1.1. In this Agreement, the following terms shall have the meaning identified below:-
1.2 “Existing Client” refers to a client of the Company who has agreed to the Terms and Conditions of the Client Agreement.
1.3 “Potential Client” refers to a potential client of the Company.
1.4 “Referral” refers to a trader that has been referred to the platform via IBs.
1.5 “Client Account” refers the account allocated to a Client following registration with the Company.
1.7 “Company” refers to FxSway Ltd, a company incorporated in St. Vincent and the Grenadines, whose registered address is Suite 305, Griffith Corporate Centre, Beachmont, Kingstown, St. Vincent and the Grenadines.
1.8 “Company Services” means the exchange platform and the related customer support provided by the Company.
1.9 “Company Website” means https://FxSway.com/
1.10 “Confidential Information” means any confidential information divulged from one Party to the other Party pursuant to this Agreement and which encompasses, amongst others; ideas, techniques, models and data; computer software in source or object code and related documentation, flowcharts and diagrams; marketing techniques and materials, marketing plans, strategies and development plans (including prospective trade names and trademarks); client names, information and pricing policies; and financial information.
1.11 From the date of affiliation and account creation, the IB accepts the Terms and Conditions of this Agreement.
1.12 “Introducing Broker/IB” refers to an individual or legal entity which introduces referrals to the company and operates in the interests of the Company, on the basis of this Agreement.
1.13 “IB code” refers to the IB’s unique identification code.
1.15 “Referral Commission” refers to the commission payable by the Company to the IB within the context of this Agreement.
1.16 “Referral link” means the link to the Company Website containing the IB’s unique identification number, which is to be used by the IB to introduce referrals to the broker platform.
2 GENERAL TERMS
2.1. In conformity with the Terms and Conditions of this Agreement, an Existing Client who is party to, and is in compliance with the Client Agreement with the Company and uses a trading account to trade on the Company Website shall have the right to introduce a referral to the Company on the basis of and under the conditions provided herein.
2.2. The Terms and Conditions of this Agreement become binding for each IB at the moment the IB joins the FxSway Affiliate Program. This Agreement contains all the Terms and Conditions that regulate the relationship between the Company and the IB.
2.3. To become an IB of the Company, an individual or a legal entity must:
2.3.1. Be an Existing Client of the Company; and
2.3.2. Comply with this Agreement and receive an IB Code and a Referral Link.
2.4. In addition to any documents and/or information provided to the Company as part of the initial registration process as a Client, the Company reserves the right to request any additional documents and/or information in order to verify the status of the IB as an individual or legal entity.
2.5. From the Effective Date the IB may:
2.5.1. Carry out advertising campaigns in the interest of the Company;
2.5.2. Hold events directed towards the acquisition of new Referrals to the Company (provided that the events do not violate the laws of the country in which they are held, or of the country of residence of the IB);
2.5.3. Provide Referrals with information about the Company’s line of business and company services available, the competitive advantages of the Company and other terms and conditions;
2.5.4. Communicate all necessary information about the Company to Referrals, including the Company’s address and contact information, and general and special conditions for the provision of company services;
2.5.5. Help new Referrals to get acquainted with the Company website, refer and clarify documents and information posted on the Company Website (including but not limited to the terms of this Agreement and the Client Agreement).
2.5.6 The IB acknowledges access to all data and trades conducted by Referrals that utilize the IB’s unique Referral Link. To this effect, the IB endeavors to inform his/her Referrals of this procedure.
3 INTERACTION OF THE PARTIES
3.1. The IB shall not, under any circumstance, construe this Agreement as the creation of a partnership, joint venture, agency or an employer-employee relationship. The IB may only operate and act in relations with third parties as an Existing Client of the Company, serving as an IB and not in any other capacity.
3.2. The IB is not a representative of the Company and is not authorized by the Company to provide any of the Company Services on the Company’s behalf and the IB must not do or say anything to imply anything to the contrary to any Referral.
3.3. The IB shall be granted a non-exclusive, non-transferable, non-assignable, limited royalty-free license to use the Company name, logo, trademarks (registered or not registered) provided in the Client Account (the “Company Marks”), the Referral link, and/or advertising materials provided by the Company in Client referrals. Nothing in this Agreement creates or grants any proprietary right, title or interest to any of the Company Marks and/or advertising materials and the IB acknowledges any such rights to the Company Marks and advertising materials shall remain the sole and absolute property of the Company.
3.4. The Company shall not under any circumstances whatsoever be responsible for:
3.4.1. Any actions carried out by the IB that are in violation of the provisions of this Agreement and/or the Client Agreement;
3.4.2. Any actions of the IB beyond the authority granted by the Company pursuant to this Agreement;
3.4.3. Any complaint lodged against the IВ acting in his capacity as an IB.
3.5. The Parties are obligated to comply with the provisions set out in this Agreement and/or the Client Agreement.
4 OBLIGATIONS OF THE INTRODUCING BROKER
4.1. It shall be the IB’s responsibility to promote the Company and/or the Company Services in compliance with all the applicable laws of his (if the IB is an individual) or its (if the IB is a company) country of residence and/or incorporation (as the case may be) where the introduction of the Referral are taking place. The Company in no way accepts any responsibility for any violation of such laws committed by the IB.
4.2. The IB shall promptly notify the Company in writing of any assertion of any material claim against the IB by any Client(s) and/or Referred Client(s), or of any suit and/or proceedings by any Client(s), Referrals and/or regulatory agency against the IB.
4.3. The IB is obligated to put forth maximum effort in introducing Referrals to the Company.
4.4. If the Referral is deemed to be introduced by the IB, the IB Code will automatically be placed in all following trading accounts opened by the Referral. A Referral cannot be transferred to another IB. In the event that the IB terminates its/his Client Account with the Company for whatever reason, the IB code will be removed in the trading account opened by the Referral. For the avoidance of doubt, in such an event, the Referral will not be able to be referred by any other IB or transferred to any other IB.
4.5. The Company reserves the right to independently register a Referral as having been referred by the IB if the Referral writes to the Company with a request to attach the Referral’s Client Account to a particular IB within one 30 (thirty) days after registration. The request may be made to the Company in the following ways:
4.5.1. By email at [email protected];
4.5.2. The instant messaging function available on the Client Account; or
4.5.3. The chatbox function available on the Company Website.
The Referral shall be required to explain why registration was not affected via the use of the Referral Link of the IB.
4.6. The IB must stop using any advertising material provided by the Company and/or the Company Marks immediately upon written request of the Company. In the event that IB does not comply with this written request within fourteen (14) days of receiving the same, the Company shall have the right to terminate this Agreement unilaterally.
4.7. The IB may not make use of any dishonest advertising methods for the purpose of promoting themselves on the internet. In particular, it is forbidden to:
4.7.1. Use methods of website promotion that violate the rules of internet search engines, knowingly manipulate the results of internet searches and use other methods of promotion which misinform or mislead search engines or search engine users;
4.7.2. Knowingly mislead website visitors by improperly redirecting them to other websites or internet resources;
4.7.3. Use advertising material containing false information, pornographic content or material which serves to ignite ethnic conflict or racial discrimination;
4.7.4. Send mass mailings of any kind whether of a commercial, political, or any other nature which the recipients have not expressed a desire to receive;
4.7.5. Use advertising material containing false information about the Company and/or the Company Services offered or knowingly conceal risks from Referrals relating to the same;
4.7.6. Use any materials which may damage the positive image of the Company;
4.7.7. Use any other dishonest advertising methods.
4.8. The IB shall not:
4.8.1. Register and/or use any Company Marks or domain names containing a part of or the term FxSway or any other variation of this phrase in writing; and
4.8.2. Register an organization and/or use in the name of an existing Company a part of or the term FxSway, or any other variation of this phrase in writing.
4.9. The IB is strictly forbidden from advertising in contextual advertising systems such as Yandex, Direct, Begun and Google AdWords using keywords containing “FxSway”; and advertising in banner networks, internet catalogues, etc.
4.10. The IB is obligated to inform the Company of any facts or circumstances of which it has become aware regarding any of its Referrals that could lead to adverse consequences (risks) for the Company.
4.11. Should Existing Clients or Referrals lodge complaints regarding the activity of the IB, the IB shall be obligated to independently address all such complaints at the IB’s sole expense.
5 RIGHTS AND OBLIGATIONS OF THE COMPANY
5.1. The Company is obligated to pay the Referral Commission to the IB in the amount and under the conditions stipulated in this Agreement.
5.2. The Company shall be responsible for the execution of Client orders and calculations of the Referral Commission due to the IB. Should the IB wish to check the calculations, the IB may request statements from their Referrals, on the basis of which an appeal may be made concerning the Company’s calculations. The Company does not provide statements on Referral transactions.
5.3. The Company has the right to monitor the activities of the IB regarding the functions and duties of the IB under this Agreement. In the event that the IB is found to be in contravention of any such functions and/or duties, the Company shall be entitled to send the IB email warnings regarding the contravening conduct. This is without prejudice to any other rights the Company may have against the IB under this Agreement.
5.4. The Company has the right to request and receive information from the IB on the latter’s fulfilment of the provisions contained in this Agreement.
6 LIMITATION OF THE IB’s AUTHORITY
6.1. The IB is not entitled to do the following without prior written consent of the Company:
6.1.1. Assume any responsibility on behalf of the Company or place the Company under any obligations;
6.1.2. Publish any material (articles, letters) or assist in the writing of material (articles, letters) concerning the Company in any newspapers, magazines or other periodicals or on internet resources (such as blogs, social networking websites, in forums, etc.) which may damage the positive image of the Company; or
6.1.3. Give any guarantees and/or make any promises, make any claims in relation to any payments under any contracts and/or agreements concluded by the Company.
6.2. The IB entering into relations with the Company is obligated to inform interested parties and referrals of its IB status and authority. Since the IB is an intermediary, it is the Company that carries out all actions and measures necessary to conclude the Client Agreement with the Client through the Company Website.
6.3. The IB is not entitled, in its own name and/or on behalf of a Referral, to register a Referral with the Company and/or accept the Client Agreement on behalf of the Client using the IB’s personal login username and password. The IB is obligated to inform the Referral of the need to protect the security and confidentiality of a Client’s account and login information (login username and password) to the Company’s Website. The Client shall be responsible for ensuring that such information is not given out to third parties.
6.4. During the period of validity of the Client Account, all actions performed using the Client Account shall be considered to be carried out personally by the Existing Client. The Company shall not be held responsible for the unauthorized use of the Client Account information by third parties.
6.5. Under no circumstances does the IB have the right to:
6.5.1. Receive payments from, or make payments to Clients and/or Referrals. All financial dealings with Clients and/or Referrals will be performed by the Company; or
6.5.2. Directly or indirectly give Clients and/or Referrals any amount of the IB’s Referral Commission; or
6.5.3. Serve as an IB on behalf of any third parties.
6.6. Should the IB breach the Terms and Conditions of this Agreement, the Company reserves the right to close the IB’s Client Account and exclude logins by the Referral(s) until the IB has rectified such breach, provided that the breach is capable of remedy.
6.7. The IB itself cannot act as a Referral of an IB. Should any data of the IB coincide with data associated with any Referred Client (such as email, IP-addresses, etc.), the Referral shall be removed from the IB’s Referred list and the Referral Commission based on this Referral will not be paid.
7 COMPENSATION OF THE IB
7.1 All affiliate commissions are to be paid each Friday, by the end of business day, for all affiliates generating cumulative weekly commissions reaching $10 or more. Should the commissions accumulate to less than the $10 threshold by the end of business day on any given Friday, the commissions will remain unpaid until the $10 threshold is met.
- Commissions generated from those residing in restricted countries are void.
- Affiliates are prohibited from creating an alternative account via their affiliate link and any commission generated from trades made under their personal trading account will be void.
- Only 1(one) IB account per IB may be created.
8 REPRESENTATIONS AND WARRANTIES
8.1. The IB hereby represents and warrants that from the Effective Date:
8.1.1. If it is a company, it is duly incorporated and validly existing under the laws of the jurisdiction in which it was incorporated. It has the requisite corporate power and authority to execute, deliver and perform the provisions of this Agreement and the transactions contemplated hereby;
8.1.2. If it is a company, it has taken, fulfilled and done all necessary actions, conditions and things, including all necessary corporate actions, (i) to lawfully enter into, exercise its rights, carry out and comply with its obligations pursuant to the provisions of this Agreement and the transactions contemplated hereby; and (ii) to ensure that those obligations are legally binding and enforceable.
8.1.3. Its entry into, exercise of its rights and/or performance of or compliance with its obligations under this Agreement and the transactions contemplated hereby do not and will not violate, conflict, or exceed any power or restriction granted or imposed by (i) any law, regulation, authorization, directive or order (whether or not having the force of law) to which it is subject, (ii) its constitutive documents or (iii) any agreement to which it is a party or which is binding on it and its assets; and
8.1.4. That it will use its best endeavors to introduce Referrals to the Company and the Company Services through the Referral Link as may be necessary and ensure that the objective of the Agreement is met.
9 CONTRACT TERM
9.1. This Agreement shall enter into force from the Effective Date and shall remain valid as long as:
9.1.1. The IB has a valid Client Account with the Company and has observed all the rights and obligations under the Client Agreement; and
9.1.2. This Agreement has not terminated pursuant to Clauses 11.1 or 11.2.
9.2. In the event that the IB ceases to have a Client Account with the Company for whatever reason, this Agreement shall be terminated immediately. If the IB’s ceases to have a Client Account with the Company:
9.2.1. Due to a breach by the IB of the Client Agreement, any Referral Commission due to the IB shall be up to the date of the occurrence of the breach; or
9.2.2. Not due to a breach by the IB of the Client Agreement, any Referral Commission due to the IB shall be up to the date of the written notice of termination of the Client Agreement by either Party.
10 FORCE MAJEURE
10.1. Neither Party hereof shall be held liable for the complete or partial failure to fulfill its obligations should this failure result from a force majeure event or circumstance (including but not limited to fire, earthquake and other natural disasters, war or other military operations, blockades, government regulations and other extraordinary and unavoidable circumstances beyond either Party’s control).
10.2. The Party for whom it becomes impossible to fulfil its obligations is obligated to inform the other Party through written notification of the onset, estimated duration and cessation of the above-mentioned circumstances within five (5) business days from the moment of their onset and cessation.
10.3. The facts set out in the notification should be confirmed by a competent authority or organization of the respective country. The delay or absence of notification by the Party concerned deprives said party of the right to cite any of the above-mentioned circumstances as grounds for release from responsibility for the failure to fulfil its obligations.
10.4. Should the inability to either completely or partially fulfil obligations last more than three (3) months, the Agreement will automatically be terminated.
11.1. In the event that the IB breaches any clauses in this Agreement, and this breach is not rectified within fourteen (14) days from the date of the breach, this may amount to a material breach of this Agreement, which shall lead to the immediate termination of this Agreement and the cancellation of any Referral Commission due to the IB from date the breach occurred.
11.2. This Agreement may be terminated at any time as follows:
11.2.1. by either Party forthwith upon written notice to the other Party in the event the other Party should become insolvent or make an assignment for the benefit of its creditors or file for or be placed in judicial management, receivership, bankruptcy, liquidation or winding uptake any other action which would indicate insolvency on its part; or
11.2.2. by either Party at any time without cause upon thirty (30) days prior written notice to each other.
For the avoidance of doubt, if termination of this Agreement is effected pursuant to Clauses 10, 11.2.1 and 11.2.2, the cancellation of any Referral Commission due to the IB shall be from the date of the written notice served by the relevant Party.
11.3. On termination of this Agreement, the IB shall:
11.3.1. immediately cease the use and/or dissemination of the Referral Link to any Clients;
11.3.2. immediately cease the use of the Company Marks;
11.3.3. immediately cease the use of any advertising material provided by the Company; and
11.3.4. immediately cease providing information to Clients about the Company and/or the Company Services.
11.4. The termination of this Agreement is without prejudice to any clause which by operation of law survives or is specifically stated to survive the termination of this Agreement. For the avoidance of doubt, Clauses 9 (Contract Term), 11 (Termination), 12 (Indemnification and Limitation of Liability), 13 (Confidentiality), and 15 (Governing Law and Jurisdiction) shall survive the termination of this Agreement.
INDEMNIFICATION AND LIMITATION OF LIABILITY
12.1. The IB shall defend, indemnify and hold harmless the Company, and its respective affiliates, directors, officers, employees, agents and representatives from and against all claims, demands, losses, damages and costs and expenses (including legal costs and expenses) or liabilities of whatever nature or kind of the Company or third parties arising out of or in connection with a breach by the IB of any of its obligations or warranties under this Agreement.
12.2. Under no circumstances shall the Company be liable to the IB for indirect, incidental, consequential, special, or exemplary damages (even if such party has been advised of the possibility of such damages), arising from any aspect of the relationship provided herein.
13.1. Each Party undertakes that it shall not at any time disclose to any person any Confidential Information which is disclosed by the other Party as part of this Agreement except where necessary to its employees, officers, representatives or advisors for the purposes of carrying out their respective obligations under this Agreement.
13.2. No Party shall use the other Party’s confidential information for any purpose other than for the purposes set out in this Agreement.
13.3. The confidentiality obligations contained in this clause shall be for the duration of this Agreement, and shall continue for a period of three (3) years from the date of termination of this Agreement.
14.1. The granting by any party of any time or indulgence in respect of any breach of any provision of this Agreement by the other shall not be deemed a waiver of such breach and the waiver by any party of any breach of any provision of this Agreement by the other shall not prevent the subsequent enforcement of that provision and shall not be deemed as a waiver of any subsequent breach.
14.2. Save as expressly provided herein, this Agreement shall operate to the entire exclusion of any other agreement or understanding of any kind pertaining to the subject matter of this Agreement between the parties preceding the Effective Date.
14.3. All rights, remedies and powers conferred upon the parties pursuant to this Agreement are in addition to such other rights, remedies or powers now or subsequently conferred upon them by law or otherwise.
14.4. Neither Party shall assign this Agreement or any rights under this Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld. This Agreement shall be for the benefit of and be binding on the Parties and their successors in title or permitted assigns.
14.5. Should any term of this Agreement be considered void or voidable under any applicable law, then such terms shall be severed or amended in such a manner as to render the remainder of this Agreement valid or enforceable unless the whole commercial object is thereby frustrated.
14.6. Where this Agreement is issued in a language other than English, the English language version shall take precedence in the event of any conflict.
14.7. The IB agrees to allow the Company to use the IB’s contact information, for example, address, email and other information specified in the Client registration form to send the IB letters and proposals.
14.8. In the interest of complete clarity, the IB shall always and under all circumstances, without exception, act solely on its own behalf, and not in the name of the Company.
15 GOVERNING LAW
15.1. This Agreement is governed by the law of St. Vincent and the Grenadines will be subject to the exclusive jurisdiction of the St. Vincent and the Grenadines Courts.