1. General Provisions
1.1. This Partnership Agreement ("Agreement") shall define the conditions and procedure for cooperation between Company Partners, Introducing Brokers, Regional Representatives ("Partner") and FXP Liquidity ("Company").
2. Client Relationships
2.1. The Partner may:
(a) provide prospective Clients with marketing materials approved by the Company and links to those areas of the Company's website that are not password protected;
(b) use the Company's name and trademark and advertise services provided by the Company solely for the purpose of fulfilling its obligations under this Agreement with the Company's written consent.
2.2. The Partner shall not:
(a) give Clients written or oral recommendations or make representations on the Company's behalf or pay personal visits to prospective Clients;
(b) purport to make any commitments on behalf of the Company or bind the Company in any way towards any third party.
2.3. The Company retains the right to refuse registration to any Client signed by the Partner.
2.4. The Parties confirm that:
(a) the Company simply executes Client orders and bears no liability for any additional services provided to Clients by the Partner;
(b) each Party is at liberty to enter into similar partnership agreements with any other parties.
2.5. The Parties agree that in order for the Partner to be and act as such, the Partner must be also a client of the Company and observe the provisions of his relative agreement with the Company, in connection to that relationship. In the event that the Partner ceases to be a client of the Company, the present Agreement shall be automatically terminated.
3. Protection Of Personal Data
3.1. The Partner undertakes to observe all provisions of laws regulating the protection of personal information for the purpose of conscientiously fulfilling its obligations under this Agreement.
3.2. The Partner undertakes to compensate the Company for any losses arising as the result of its violation of the provisions of laws regulating the protection of personal information.
4. Intellectual Property Rights
4.1. The Partner gives the Company the non-exclusive, non-transferrable right to use the Partner's name and trademark for free for the duration of this Agreement so that the Company may fulfill its obligations under this Agreement.
4.2. The Company may give the Partner the non-exclusive, non-transferrable right to use the Company's name and trademark for free for the duration of this Agreement so that the Partner may fulfill its obligations under this Agreement, subject to the following:
(a) The Partner may not call into question or dispute the Company's right to its name and trademark;
(b) The Partner may not perform any actions that may damage the Company's business reputation, image or trademark;
(c) The Partner undertakes to observe the provisions of existing legislation and customary business practices regarding the protection of intellectual property rights and to cooperate with the Company to protect such rights;
(d) The Partner undertakes to inform the Company in writing of all instances known to it in which the Company's right to its name and trademark are disputed or violated.
4.3. The Partner undertakes to compensate the Company for any loss arising as the result of the Partner's use of the Company's name and trademark for purposes other than the fulfilling of its obligations under this Agreement.
4.4. The Partner recognizes that the Company holds all rights to the Company's intellectual property, and that all intangible assets related to the Company's name and trademark and created as the result of the performance of this Agreement or by other means are the property of the Company.
4.5. The Company may cancel the non-exclusive, non-transferable right to use the Company's name and trademark for free at any time, at its absolute discretion and without the need to provide any reasons for such cancellation.
5. Partner's obligations
5.1. The Partner undertakes to:
(a) not accept money from Clients on behalf of or for the benefit of the Company or trade on behalf of the Clients;
(b) not make changes to the Client Agreement concluded between the Company and Clients;
(c) upon Company request, distribute printed and promotional materials to existing and prospective Clients;
(d) observe all conditions stipulated by the Company regarding the Partner's observation of obligations under this Agreement;
(e) Post on its website which contains information about Company the Risk Warning: "Trading leveraged products such as CFDs involves substantial risk of loss and may not be suitable for all investors. Trading such products is risky and you may lose all of your invested capital.";
(f) cooperate with the Company to review complaints by Clients introduced by the Partner;
(g) not register domains containing the Company's trademark (a part of the Company's name), the Company's trade names, the Company's name or any words or depictions confusingly similar to any of the aforementioned;
(h) not use false advertising or false methods for attracting new Clients online, launching the search engine and leading the search engine users astray, including, but not limited to the use of the Company's website URL with partner link in the contextual advertising systems, knowingly falsely redirecting users to a different website on the Internet;
(i) not publish advertisement-like information on websites which contain or link to websites that violate the rules of law, ethics and morality;
(j) not use malicious software with pop-up advertisements, or advertisement-like mailings to email addresses without consent to receive said mailings;
(k) not use the words "FXP Liquidity" or alternate versions thereof as the key words for advertising partner links in search engines and contextual or banner advertising systems, or for advertising using paid links;
(l) not publish advertisements with incorrect information about the services offered or intentional nondisclosure of the risks to the Client;
(m) not take or omit to take any action which the Partner knows or ought reasonably to know is reasonably likely to prejudice or to bring into disrepute in any manner the Company's business or reputation or that of any of the Company's associates;
(n) not knowingly do or commit (or permit to be done or committed) any act, matter or thing that Partner knows or ought reasonably to know is reasonably likely to put the Company in breach of any of the provisions of the agreement between the Company and the Clients or the provisions of existing legislation;
(o) not make any representation or warranty concerning the Company except as authorized by the Company;
(p) not, in its capacity as Partner, incur any liability on behalf of the Company or in any way pledge or offer credit on behalf of the Company or accept or enter into any contract binding upon the Company;
(q) Perform its obligations under this Agreement and otherwise conduct its 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. The Partner shall not take any steps which would cause the Company to fail to observe the standard of behavior reasonably expected of persons in the Company's position and will comply with all applicable laws and rules and requirements applicable to the Partner or the Company and disclose to the Company promptly any complaint, regulatory investigation, or disciplinary action or any other development that may have a material impact on the Partner's ability to provide the services hereunder in accordance with provisions of existing legislation.
5.2. The Partner shall provide the Company with evidence of its financial standing as the Company may reasonably request from time to time.
6. Company's Obligations
6.1. The Company undertakes to:
(a) fulfill its obligations under this Agreement in good faith;
(b) pay for the services of the Partner in accordance with this Agreement;
(c) save information about all Client transactions, for such period as may be reasonably required for the purposes of this Agreement;
7.1. For services rendered under this Agreement, the Partner shall be compensated for each transaction performed by its introduced Client.
7.2. Compensation from transactions of introduced clients, performed on Mini accounts in contracts for difference for currency pairs is calculated as follows:
Commission size1 x average spread in points x point price Average spread = (opening spread + closing spread) / 2
If one of the spread values (opening or closing spread) differs from the other by more than 30%, the average spread is calculated as follows:
Average spread = (lesser spread + lesser spread x 1.3) / 2.
7.3. Compensation from trading volumes of introduced clients performed on Classic and ECN accounts in contracts for difference for currency pairs is calculated as follows:
Average volume in USD x commission size in USD2 / 1000000.
7.4. Compensation from lots when trading in contracts for difference for futures on Mini and Classic g accounts is calculated as follows:
Commission size2 x lot x commission on the contract.
7.5. When calculating bonuses for introduced Clients, a bonus coefficient, calculated as follows, is applied to the compensation due to the Partner:
Bonus coefficient = (Equity - the Client's current bonus) / Equity.
7.6. The Client's current bonus rate accounts for, among other things, the ratio of the one-time bonus to the amount of deposits made to the Client's trading account.
7.7. The Partner's compensation is paid out for first level Clients (introduced by Partner),however the Company may decide on payment to the Partner of compensation for second level Clients (introduced by first level Clients). The second level compensation is paid only for the types of financial tools for which the compensation is added from the spread, and not from the trading volumes or as interest rate for the transaction levied by the Company.
7.8. The Company retains the right to reduce the compensation in the event that the cost of hedging risks associated with one or more Client's transactions increases.
7.9. If the auto-referral activity (that is when the Partner gets compensation from trading operations carried out on trading accounts by direct or circumstantial evidence controlled by the Partner; this includes, but is not limited to, use by the Partner and the signed Client of at least two identical IP addresses) is revealed by the employees of the Company, responsible for overseeing the activities of the Partner, the Partner's commission size can be decreased by the Company down to 0%.
7.10. Compensation will not be paid or will be annulled in the following circumstances:
(a) The Client performs illegal actions using a bank card;
(b) If the Client's trading account has a negative balance after the position is closed;
(c) If the Partner's account or attracted Client's account is blocked or placed in the archive in a manner required by sections "Temporary Block Of Account" and "Inactive and Dormant Client Accounts" of the Client Agreement, which the Partner confirms that he has perused and which he agrees with. The provisions of this clause are applicable to the full period of activation and/or blocking of trading account of the Partner or his/her Client;
(d) When the rate amount to be paid is less than 0.01 of unit of currency of the Partner's trading account;
(e) The results of Client transactions are cancelled because they were executed at non-market quotations;
(f) When the Client's trading account balance consists of only bonuses.
7.11. When the restrictions are removed from a Client's trading account, commission payments to the Partner shall resume.
7.12. The percentages and methods of calculation of commissions may be amended from time to time by the Company and the current at the time percentages and methods of calculation shall be available in "Partnership" section of the Company's website and deemed to have effect from the date that same are posted, in relation to subsequent transactions.
7.13. Commission shall be paid in a manner that is convenient for the Partner. In exceptional cases, the Company retains the right to select the method by which compensation is paid.
7.14. The Partner undertakes to pay all tax, money transfer fees, currency conversion fees and other mandatory payments.
8. Regional Office
8.1. Partners may open regional offices after receiving written consent from the Company.
8.2. Partners intending to open regional offices should provide the Company with the following documents: 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; a certificate of registration with the local tax authority, the resolution by the founders approving the conclusion of agent contracts.
8.3. The list of documents in paragraph 8.2 of this Agreement is not exhaustive; additional documents may be required at the Company's discretion.
8.4. The provisions of this Agreement shall apply to Partners opening regional offices.
8.5. In addition to the rights specified in paragraph 2.1 of this Agreement, Partners opening regional offices shall have the following rights:
(a) to provide prospective Clients with consultations;
(b) to facilitate the conclusion of Client Agreements between the Company and Clients and render other intermediary services;
(c) to organize training courses and other events not directly related to the Company-Client relationship, on their own behalf and at their own expense;
(d) to develop and use Company presentation materials upon the prior emailed consent of the Company;
(e) to independently plan and carry out advertising campaigns in their region, provided that they obtain advance consent from the Company by email for the ad campaign plan and all sample promotional materials;
(f) to request the development of presentation materials in electronic or print format. The Company retains the right to decide on the practicality, volume and type of materials provided;
(g) to rely on information support by the Company, receive timely information about events, special offers and Company news, and publish information about their services on the Company website.
8.6. Compensation of regional representatives replaces any other type of payment, including compensation under other agreements concluded between the Partner and the Company. The amount of compensation is calculated using the following formula, regardless of the financial instrument:
Commission size x average spread in points x point price; Average spread = (opening spread + closing spread) / 2.
9. Further Undertakings
9.1. The Company undertakes the payment of commissions for Clients, except in the following circumstances:
(a) when the Client and the Partner are the same person/entity;
(b) when the Partner acts in breach of the terms of this Agreement;
(c) when one of the reasons for non-payment set out in clause "Payment" above prevails.
9.2. The Partner undertakes that it will provide the Company with all necessary information and documents about services rendered under this Agreement.
9.3. The Partner confirms that:
(a) it has obtained all necessary authorizations (including, without limitation, any regulatory or governmental consents, approvals or licenses) to enable it to enter into and perform it Obligations under this Agreement and it undertakes to maintain such authorizations, licenses and consents during the term of this Agreement;
(b) its activities in introducing prospective Clients to the Company will not require the Company to obtain any authorization, license 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 the Company services to such prospective Clients;
(c) it will notify the Company immediately of any actual or potential contravention of any such legal or regulatory requirement and the Company is entitled to assume that any necessary authorization, license and/or consent remains in effect until the Partner notifies the Company otherwise;
(d) it will notify the Company immediately if any actual or proposed judgment, order, or disciplinary sanction is imposed upon or entered against it or any other action or claim is taken against it (including without limitation any pending litigation), in relation to its activities under the provisions of existing legislation which has, or may have, in the Company's reasonable opinion, a material adverse effect on its reputation or financial standing;
(e) it has, prior to execution of this Agreement, fairly disclosed to the Company all information (including, without limitation, any material information relating to its regulatory standing and details of any material difficulties previously encountered by it in the provision to Clients of such or similar services as those contemplated in this Agreement) which may reasonably be considered material to the Company in deciding whether to deal with the Partner and/or any Client or in determining the basis on which Company services should be provided;
(f) all information supplied by it to the Company (including, without limitation, information relating to any Client) is true, complete and accurate in all material respects and the Partner will advise Company forthwith of any material change to information previously provided; and
(g) it will comply with all applicable legal and regulatory requirements in each jurisdiction in which the Partner carries on business.
9.4. Notwithstanding the termination of this Agreement, the Partner will indemnify the Company against any loss or liability suffered by the Company as a result of the contravention of any legal or regulatory requirements on the part of the Partner or as a result of or related to the actions of the Partner.
9.5. Given activities within the Russian Federation or partnership with residents of the Russian Federation, the Partner guarantees:
(a) in the process of discussing and expressing an opinion on any issues for which there is an official position from the Self-Regulatory Organization Non-Profit Partnership "Centre for Regulation in OTC Financial Instruments and Technologies" (hereinafter CRFIN), CRFIN's official position will be presented. In other situations, the Partner must make a disclaimer that he/she is expressing his/her own personal opinion.
(b) if a distortion by third parties of the meaning and/or the text of your statement in the media is discovered, the media outlet will be requested to publish a correction, and the Partner will publish the correction of the distorted information on its official website.
(c) when communicating with a representative of the media about questions regarding state regulation of the forex market in Russia and CRFIN's activities, CRFIN's involvement in this work will be mentioned. When communicating with representatives of the media, do not criticize the activities of CRFIN or its members, claim that an individual member of CRFIN holds a preferential position, or separate the work and achievements of individual members of CRFIN from CRFIN as a whole and other members of CRFIN in particular. If the conversation concerns confidential, negative, or distorted information about members of CRFIN or CRFIN itself, the Partner must decline to comment or refute the negative and/or distorted information.
10.1. The Parties undertake to hold in confidence all information (both written and oral) that becomes known to the Parties in connection with their performance of this Agreement, both for the duration of the Agreement and after its termination.
10.2. The Partner shall keep all information relating to the Company and or its services and or the Clients 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 the Company for itself or any other person or entity.
10.3. In the event of the termination of the Partner's status, the Partner shall cease using confidential information which has become known to him or her through the performance of this Agreement and shall return or destroy all such documents or information.
11. Termination of Partner's status
11.1. The Company may terminate the Agreement and the Partner's status for the following reasons:
(a) If the Partner violates the conditions of the Agreement;
(b) The Partner ceases to be a client of the Company.
(c) If the Company has cause to believe that the Partner is not putting enough effort into promoting the Company's services.
11.2. The Company may terminate the Agreement without cause by giving one month's written notice to the Partner.
11.3. Except as set out in this sub clause, in the event of the termination of the Agreement and the Partner's status, the Parties shall perform their obligations which existed before the termination of said status in regards to the Clients introduced by the Partner. Where termination of the Agreement and the Partner's status takes place, the Company shall pay commission for all Clients introduced before termination, excluding the instances directly provided for by this Agreement. Beginning the day of the termination of the Partner's status, the commission shall be paid in the amounts in effect at the time of the termination of the Partner's status.
11.4. Termination of the Partner's status shall not preclude the Company from subsequently entering into contractual relationships with Clients introduced by the Partner.
11.5. The Partner shall no longer be allowed to use Company's name and trademark following the termination of the Partner's status.
12.1. The Partner agrees to indemnify the Company and hold the Company, its directors, officers, employees and Affiliates, harmless from and against any liability, claims, demands, proceedings, costs, damages, expenses (including legal fees) and penalties whatsoever suffered or incurred by them arising out of the Partner's negligence, willful default or fraud or breach of its obligations under this Agreement.
13. Client Complaints
13.1. The Partner will promptly inform the Company by telephone and in writing, of any complaint against the Company. Where appropriate and possible the Partner shall submit a full and detailed report with any supporting documents relating to the complaint within five days of receiving the complaint.
13.2. The Partner agrees to notify the Company of any written complaint received from a Client which relates to any function that the Partner has undertaken and, in the event the Partner agrees action is necessary, it undertakes to take reasonable steps to amend its procedures to avoid the occurrence of similar complaints in the future.
14.1. For the purposes of this Agreement, 'writing' or 'written notice' is defined as handwritten or typed text that is sent or received by mail, email or fax.
14.2. Any notice hereunder shall be in writing and deemed to have been duly given on the day of service, if served personally to the address set forth in the Agreement or to such other address as furnished by either Party in writing. If sent by registered mail, the notice shall be deemed to be received five (5) Business Days after the date of mailing, provided it is mailed postage prepaid and addressed as set in the Agreement. If sent by fax, it shall be deemed received provided it is sent to the numbers said by Company and receipt is confirmed through a relative fax report and if sent via email it shall be deemed received if sent to the below email addresses and a report of receipt is produced.
15. Entire Agreement
15.1. This Agreement, together with any documents referred to in it, constitutes the whole agreement between the Parties relating to its subject matter and supersedes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter.
16.1. Should any part of this Agreement be held by any Court of competent jurisdiction to be unenforceable or illegal or contravene any rule, regulation or by law of any Market or regulator, that part shall be deemed to have been excluded from this Agreement from the beginning, and this Agreement shall be interpreted and enforced as though the provision had never been included and the legality or enforceability of the remaining provisions of the Agreement or the legality, validity or enforceability of this provision in accordance with the law and/or regulation of any other jurisdiction, shall not be affected.
17.1. Each Party agrees that it shall not without the prior written consent of the other Party to this Agreement assign or novate to any third party or parties any of the rights and/or obligations arising out of the present Agreement.
18. No Waiver
18.1. No failure to exercise, or any delay in the exercise, by either party to this Agreement of any right, power, privilege or remedy under this Agreement shall impair, or operate as waiver of, such right, power, privilege or remedy.
19.1. All rights and remedies provided to the Company under the Agreement are cumulative and are not exclusive of any rights or remedies provided by law.
19.2. Telephone conversations between the Parties may be recorded.