Financial Spreads Affiliate Terms and Conditions
Last Update: 3 January 2017
- Definitions and Interpretations
- CPA Plan
- Revenue Share Plan
- Affiliate Trading
- Commission Payments and Calculations
- Reporting and Client Referral Tracking
- Sub-Affiliate Programme
- Your Marketing of Financial Spreads
- Email Marketing of Financial Spreads
- Prohibited Marketing Activity
- Affiliate Suspension
- Accurate Affiliate Account Data and Notices
- Data Protection
- Client Data
- Intellectual Property
- Acceptance of this Agreement
- Term of the Agreement
- Consequences of Termination
- Terminated Agreement Funds Management Fee for Not Withdrawing Funds
- Warranties, Representations, Liability Limitations and Indemnities
- Bribery and Corruption
- Force Majeure
- Governing Law and Jurisdiction
- General Terms
Financial Spreads Affiliate Terms and Conditions
Please read this Agreement before deciding to be a Financial Spreads Affiliate.
- Clear Investor Limited, registered address 5 Jupiter House, Calleva Park, Aldermaston, Reading, Berkshire RG7 8NN, company number 06132586, "us", "we", "our", and "Operator". Clear Investor Limited is the Operator of the FinancialSpreads Affiliate Programme.
- As used in this Agreement, the terms "you", "your" and the "Affiliate" shall mean the person that applies for Affiliate Programme membership in accordance with these terms and conditions as amended from time to time.
- The Operator and the Affiliate are hereinafter referred to, individually, as a "Party" and, collectively, as the "Parties".
The Affiliate wishes to refer Prospective Clients to Financial Spreads in return for Commissions for the Prospective Clients who open a Live Account and trade with Financial Spreads. All promotion of Financial Spreads, and the entire referral process, must adhere to the FCA Rules and the Affiliate Guidelines.
- Definitions and Interpretations
- For the purpose of this Agreement, unless the context otherwise requires, capitalised words and expressions shall have the following meanings:
- "Act" means the UK's Financial Services and Markets Act 2000 which provide for the provision of financial services, the exercise of regulated activities, the operation of markets and other related matters, as the same may be modified and amended from time to time;
- "Affiliate Account" means the unique account created after applying for, and being approved for, the Affiliate Programme;
- "Affiliate Application Form" means the application form found on the Financial Spreads Affiliate Website;
- "Affiliate Guidelines" means the guidelines we issue from time to time, which the Affiliate is required to follow when it promotes Financial Spreads. The Affiliate Guidelines can be found on the Financial Spreads Affiliate Website;
- "Affiliate Programme" means the online marketing affiliate programme operated by us, our successors or assigns;
- "Affiliate's Website" means a website owned and hosted by you, or which you are legally entitled to host and/or operate, and any related pages;
- "Affiliate Verification" means verifying the Affiliate's contact details and ownership of the Affiliate Website, where verification includes the following:
- Email verification of the email address on your Affiliate Account;
- Phone verification of the phone number on your Affiliate Account;
- Affiliate Website verification where the Affiliate is required to add a temporary verification text file to the root of the Affiliate Website within 10 Business Days; and
- Permanent Affiliate Verification.
- "Permanent Affiliate Verification" means verifying the Affiliate's ownership of the Affiliate Website whereby the Affiliate maintains at least one Linked Marketing Material item on the public pages of the Affiliate Website. For the avoidance of doubt this can be a Tracker in the form of a text link and does not need to be in a prominent position or on a prominent webpage.
- "Agreement" means these terms and conditions, inclusive of all of its annexes, appendices, addenda, attachments, schedules and exhibits and amendments, entered into by and between you and us;
- "Anti-Money Laundering Legislation" means, collectively:
- Directive 2005/60/EC of the European Parliament and of the Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing, and
- The UK's Money Laundering Regulations 2007, as the same may be in force from time to time and modified or amended from time to time
- "Anti-Spam Legislation" means, collectively:
- Directive 2002/58/EC of the European Parliament and of the Council of 12 July 2002 concerning the processing of personal data and the protection of privacy in the electronic communications sector (Directive on privacy and electronic communications)
- The UK's Data Protection Act 1998, and
- Any other applicable local, state, federal and international laws, rules and regulations pertaining to the use of unsolicited electronic communications of the countries, jurisdictions in which either one of the Parties, the Prospective Clients or the Clients are incorporated, residing and/or located, as the same may be in force from time to time and modified or amended from time to time;
- "Applicable Laws and Regulations" means, collectively The Act, MiFID and MiFID II, Anti-Money Laundering Legislation, the FCA Rules, Anti-Spam Legislation, Personal Data Protection Legislation, and any other rule or regulation of a relevant regulatory authority, the rules of any relevant investment exchange and/or any other relevant applicable local, state, federal and international laws, rules and regulations of the countries, jurisdictions in which either one of the Parties, the Prospective Clients or the Clients are incorporated, residing, located and/or doing business, as the same may be in force from time to time and modified or amended from time to time;
- "Application Date" means the date the Affiliate applied to join the Affiliate Programme;
- "Approval Email" means the email from the Operator to the Affiliate in which the Operator approves the Affiliate's application to the Affiliate Programme;
- "Authorised" means authorised and regulated by the FCA or at the sole discretion of the Operator authorised and regulated by another appropriate financial regulator;
- "Banner" means a piece of Source Code, that the Affiliate can obtain via the Financial Spreads Affiliate Website, which contains an advert and a Tracker which the Affiliate can use to direct Prospective Clients to Financial Spreads from the Affiliates Website or an email sent by the Affiliate;
- "Bonus Incentives" means special offers to Clients that give them extra credit for real money trading and/or real money deposits;
- "Business Day" means any calendar day (except any Saturday or Sunday) on which banks in London are open for business;
- "CFD" means Contract for Difference;
- "Churning" includes, but shall not be limited to, the practice of executing trades through a Live Account for the sole purpose of generating Commissions or rebates;
- "Client" means any person:
- For whom Financial Spreads has been able to complete the necessary customer due diligence in satisfaction of Anti-Money Laundering Legislation, and
- who has agreed to the Customer Terms and Conditions, and
- who has a Financial Spreads account. For the avoidance of doubt, Clients include Live Accounts and Demo Accounts
- "Cold Call" means an unsolicited visit or phone call;
- "Commission Plan" means either a CPA Plan and/or a Revenue Share Plan;
- "Commissions" means the commissions, rebates, allowances, awards, benefits, bonuses, earnings, increments, premiums, profits, remunerations and/or other proceeds paid or payable to the Affiliate by the Operator under and/or pursuant to this Agreement based solely on our system's data, in accordance with the Affiliate's Commission Plan;
- "Confidential Information" collectively includes all information relating to the business, plans, intellectual property and/or technology of Financial Spreads (or the Operator), including, but not limited to technical information including inventions, methods, plans, processes, specifications, characteristics, assays, raw data, scientific preclinical or clinical data, records, databases, formulations, know-how, experience, and trade secrets; developmental, marketing, sales, Client, customer, supplier, consulting relationship information, operating, performance, and cost information; computer programming techniques whether in tangible or intangible form, Source Code, and all record bearing media containing or disclosing the foregoing information and techniques including, written business plans, patents and patent applications, grant applications, notes, and memoranda, whether in writing or presented, stored or maintained in or by electronic, magnetic, or other means, as well as all Software, documentation and all other materials containing information about Financial Spreads (or the Operator), IP Rights and/or Intellectual Property (including all copies and reproductions thereof), as well as any other information specifically identified, either verbally or in writing, as confidential, that is obtained under or in the course of business or activities relating to this Agreement by one party from the other; notwithstanding the foregoing, the term "Confidential Information" shall not include any information which:
- can be demonstrated to have been in the public domain or was publicly known or available prior to the date of the disclosure by Financial Spreads (or the Operator);
- can be demonstrated in writing to have been rightfully in the possession of the Affiliate prior to the disclosure of such information by Financial Spreads (or the Operator);
- becomes part of the public domain or publicly known or available by publication or otherwise, not due to any unauthorised act or omission on the part of the Affiliate; or
- is supplied to the Affiliate by a third-party without binder of secrecy, so long as that such third-party has no obligation to Financial Spreads (or the Operator) or any of its Affiliates to maintain such information in confidence;
- "CPA Plan" means a cost per acquisition commission arrangement whereby the Affiliate's Commissions are based on a one-time payment in which the Affiliate is paid for Referred Client who deposits and trades stipulated amounts;
- "CPA Commission" means a Commission paid under the CPA Plan
- "Customer Terms and Conditions" means the terms of business, including policies, between Financial Spreads and Clients, to which Clients have accepted, as set forth on the Financial Spreads Website;
- "Demo Account" an account with Financial Spreads where Clients can practice their trading with virtual money;
- "Deposit" means the funds transferred by Clients to their Live Account;
- "Duplicate Client" means a Client or parties affiliated to the Client who has opened more than one Live Account. For the avoidance of doubt this includes family members, people living as the same address and any corporate body directly or indirectly owned by a Client;
- "Effective Date" has the meaning given to it in Clause 21;
- "ETP" means any trading platform operated by, or on the behalf of, Financial Spreads;
- "FCA" means the Financial Conduct Authority and its successors and assigns or any replacement body thereof;
- "FCA Rules" means the Financial Conduct Authority's Handbook of Rules and Guidance as the same may be in force from time to time and modified or amended from time to time;
- "Financial Spreads" means the following in the Financial Spreads name:
- The Financial Spreads trading name, which is a trading name of Clear Investor Ltd. which is an appointed representative of FINSA Europe Ltd., company no: 07073413. FINSA Europe Ltd. is authorised and regulated by the Financial Conduct Authority, registered number 525164, and
- The Financial Spreads Website, brand, ETP and services offered to Clients;
- "Financial Spreads Websites" means the Financial Spreads Website and Financial Spreads Affiliate Website;
- "Financial Spreads Website" means www.FinancialSpreads.com;
- "Financial Spreads Affiliate Website" means www.FinancialAffiliates.net and https://partners.financialspreads.com;
- "Fraud Traffic" means traffic generated towards the ETP through illegal means, in violation of this Agreement, or in bad faith to defraud the system, regardless of whether or not it actually causes the Operator or Financial Spreads any harm; Fraud Traffic includes, but shall not be limited to Spam, false advertising and Deposits generated on stolen credit cards, collusion, manipulation of the service, system, Bonus Incentives or promotions, offers to share the Affiliate's Commissions directly or indirectly with Referred Clients, 'carry trade'/'interest arbitrage', Churning, the use of software programs designed to exploit possible price latencies on the ETP or that allow for the use of technological and/or algorithmic trading pattern that are aimed at exploiting price latency arbitrage opportunities on the ETP and any other form of 'arbitrage' and/or unauthorised use of any third party accounts, copyrights or trademarks;
- "Inactive" means when the Affiliate stops referring Clients. The Affiliate is deemed Inactive if there are no Referred Clients within a 6 months period;
- "Intellectual Property" means all intellectual property rights in any part of the world including patents (including supplementary protection certificates), utility models, rights to inventions, registered and unregistered trade and service marks, rights in business, domain names, trading names, rights in trade dress or get-up, rights in goodwill, registered designs copyrights and neighbouring rights, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and (in each case) rights of a similar or corresponding character whether registered or unregistered and including all applications for and renewals or extensions of such rights, and in all applications and rights to apply for protection of any of the foregoing in any part of the world;
- "Live Account" means the uniquely assigned trading account that is created for a Client where the Client can trade with Financial Spreads using real money;
- "Linked Marketing Materials" means Marketing Materials that are located on the Financial Spreads Affiliate Website that incorporate a Tracker. Linked Marketing Materials include Banners, Widgets and Text Links;
- "Marketing Materials" means Banners, Widgets, Text Links and any other Promotional Materials that are located on the Financial Spreads Affiliate Website and that are clearly made available for the Affiliate to use in order to refer Prospective Clients to Financial Spreads;
- "MiFID" means, collectively, (i) Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments amending Council Directives 85/611/EEC and 93/6/EEC and (ii) Directive 2000/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22/EEC (the "Markets in Financial Instruments Directive (2004/39/EC))", as the same may be in force from time to time and modified or amended from time to time;
- "Net Deposit" means all deposits minus all withdrawals made within three calendar months of a Client's first deposit. When a Client transfers funds in their Live Account (from spread betting to CFDs or vice versa) this is not count as a deposit or withdrawal.
- "Overnight Financing" means the charge levied by Financial Spreads on Clients when they hold an overnight position;
- "Personal Data Protection Legislation" means, collectively:
- Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and
- The UK's Data Protection Act 1998, as the same may be in force from time to time and modified or amended from time to time;
- "Press Release" means any document or publication which is released or circulated to the public or news media and purports to communicate information regarding Financial Spreads;
- "Prohibited Marketing Activity" has the meaning given to it in Clause 12
- "Prohibited Software" means:
- Any software that gives Clients an unfair advantage; items that fall into this category shall include, but shall not be limited to software designed to exploit possible price latencies on any ETP or that allow for the use of technological and/or algorithmic trading pattern that are aimed at exploiting price latency arbitrage opportunities on the ETP;
- Any software designed to carry out or promote, spam, the distribution of Unsolicited Promotions, unsolicited adware, spyware, phishing, malware, hacking or any other software that does not comply with the Applicable Laws and Regulations;
- "Prohibited Word" means a name or word which Financial Spreads from time to time identifies as belonging to it or its Related Parties and for the purposes of this Agreement bars the Affiliate from making use of any variation thereon (in any format or form). Prohibited Words include: "Financial Spreads", "FinancialSpreads", "FinancialSpreads.com", "FinancialSpreadsPlus", "Financial Spreads +", "FinancialSpreads+", "FinancialSpreadsPlus.com, "FinancialSpreads MT4", "FinancialSpreadsMT4", "Financial Affiliates", FinancialAffiliates", FinancialAffiliates.net";
- "Promotional Material" means any written or verbal communication with the public that relates in any way to the referral of Prospective Clients, including all written or verbal material generated by the Operator, Financial Spreads and/or the Affiliate; the term Promotional Material shall also include, but not be limited to, Marketing Materials, published written texts, compliance and procedures memoranda and manuals, training materials, advertisements, research reports, correspondence to Prospective Clients and Clients, as well as market analysis, newsletters and generally anything written that assists in the solicitation process, whether prepared by the Operator, Financial Spreads, the Affiliate or any third-party, as well as all emails, all mailings, all Websites, including the Affiliate's Website and all contents thereof, and links to websites and/or any scripts used, and generally anything written that assists in the Client referral process;
- "Prospective Client" means any person:
- Who does not have a current or prior existing business and/or Client relationship with Financial Spreads, and
- Who is either on the Affiliate Website or has accessed Financial Spreads via the Tracker as a result of the Services of the Affiliate;
- "Qualified Referred Client" is a Referred Client who has made a Net Deposit of £100 and placed either (a) 10 closed non-share trades or (b) 20 closed share trades;
- "Referred Client" means a Client:
- who has been or is identified as introduced and/or referred to the Financial Spreads Website via the Tracker, and
- with whom Financial Spreads does not have a current or prior existing business or Client relationship, and
- who has been accepted as a Referred Client by the Operator in accordance with the terms of this Agreement;
- "Related Party" includes any person bearing a relationship with any Party to this Agreement, including, without limitation: family members; any person that any Party to this Agreement, directly or indirectly through one or more intermediaries, controls or that, directly or indirectly through one or more intermediaries, is controlled by or is under common control with such Party; for purposes of this definition, the term "control" (including, with correlative meaning, the terms "controlled by" and "under common control with"), as used with respect to any company or Person in this Agreement, shall means the possession, directly or indirectly through one or more intermediaries, of the power to direct or cause the direction of management policies of such company or Person, whether through ownership of voting securities or otherwise;
- "Revenue Share Plan" means a type of Commission Plan, whereby Commissions are based on a percentage of the Spread Revenue generated by Referred Clients;
- "Services" means the promotion of Financial Spreads carried out by the Affiliate and includes referring Prospective Clients using Promotional Materials;
- "Spam" or "Unsolicited Promotions" means emails, text messages and/or other messages that are sent by the Affiliate, directly or indirectly, including, but not limited to messages that are posted on social networks, chatrooms, instant messaging systems, and other types of internet forums, sent to mobile phones or other forms of digital communication and which:
- Are directed at people who have not consented to receiving promotional messages from the Affiliate;
- Contain false or misleading statements;
- Do not truthfully identify the source or the originating IP Address;
- Purport to be, but are not, generated by the Operator or Financial Spreads or one of its Related Parties;
- Do not provide the recipient with an option to easily 'opt-out' receiving future mailings or promotions; or
- Violate any applicable laws and regulations regarding unsolicited communications;
- "Spread", "Spread Revenue" and "Spread Revenue Commission" have the meanings given in Clause 5;
- "Spyware" means a type of malware which collects information about users without their knowledge;
- "Sub-Affiliate" means a third party that is referred to the Affiliate Programme by you. The Affiliate can earn a Sub-Affiliate Commission based on Sub-Affiliate Revenues;
- "Sub-Affiliate Revenue" means commissions earned by the Sub-Affiliate;
- "Sub-Affiliate Commission" means the Commission due to you in respect of Sub-Affiliate Revenue;
- "Sub-Affiliate Tracker" means a Tracker that the Affiliate uses to refers third parties to the Affiliate Programme so that the referred third parties can also become affiliates and the Affiliate can earn a commission on Clients referred by the third parties (Sub-Affiliates). The Sub-Affiliate Tracker is used to track Sub-Affiliate referrals and does track Client referrals;
- "Suspended" has the meaning given to it in Clause 12;
- "Term" mean the term of the Agreement as defined in Clause 22;
- "Termination Date" means the date on which the Agreement ends;
- "Termination Notice Date" means the date on which a notice to terminate the Agreement is given;
- "Termination Period" means the period from the Notice Date to the Termination Date;
- "Text Link" means a piece of Source Code, that the Affiliate can obtain via the Financial Spreads Affiliate Website, which contains text and a Tracker which the Affiliate can use to direct Prospective Clients to Financial Spreads from the Affiliates Website or an email sent by the Affiliate;
- "Tracker" means a unique tracking URL that the Operator provides exclusively to the Affiliate, during the term of this Agreement, through which, and subject to cookie based tracking, the Operator uses to track Referred Clients. When a Prospective Client goes through a Tracker and applies for an account, the system automatically records the Affiliate as the Affiliate that referred the Client to Financial Spreads;
- "Transaction" means Deposits, withdrawals and any opening or closing spread bet or CFD trades made by Referred Clients;
- "Widget" means a piece of Source Code, that the Affiliate can obtain via the Financial Spreads Affiliate Website, which shows and advert and/or data, and contains a Tracker which the Affiliate can use to direct Prospective Clients to Financial Spreads from the Affiliates Website or an email sent by the Affiliate; Widgets can display a wide variety of information, including news, charts, data, trading updates, promotions and adverts;
- In this Agreement unless expressed to the contrary or the context otherwise requires:
- The masculine gender shall include the feminine and neuter and the singular number shall include the plural and vice versa;
- References to this Agreement include references to this Agreement as validly varied from time to time;
- Reference to a clause is to a clause in this Agreement and reference to a paragraph in a schedule to this Agreement is to a paragraph in that schedule;
- References to any party include (where applicable) its lawful successors, permitted assigns and transferees;
- Where reference is made to a number of days, such number shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a day other than a Business Day, in which case the last day shall be the next succeeding Business Day;
- Reference to days, months or years shall be a reference to calendar days, months or years, as the case may be, unless the contrary is expressly stated or clearly appears from the context;
- References to a "person" include references to any natural person and to any corporate or other bodies that have a legal personality;
- Headings are inserted for convenience only and must be ignored in construing this Agreement;
- The annexes, appendices, addenda, attachments, schedules and exhibits and the pre-amble form an integral part of this Agreement and shall be construed as having the same full force and effect as if they would be expressly set forth in the body of this Agreement; and
- The words "include", "includes" and "including" shall be construed so that the examples that are given are not intended to be exclusive or limiting examples.
- CPA Plan
- Subject to the terms set out in the Agreement an Affiliate on the CPA Plan will earn a one off CPA Commission for each Qualified Referred Client depending upon the country the Qualified Referred Client lives in and the CPA Payment Tier the Affiliate is in.
- The Affiliate will be paid as per the CPA Payment Tiers which are based on the number of Qualified Referred Clients the Affiliate has referred in the previous 12 month period as shown in the following "CPA Payment Tier Table":
| || CPA Payment Tier 1 || CPA Payment Tier 2 || CPA Payment Tier 3 |
| Qualified Referred Clients in the previous 12 months || 0-49 || 50-99 || 100+ |
- The CPA Commission is also dependant on the country in which a Qualified Referred Client registers as their residential address when they apply for a Live Account.
Country Payment Groups can be found here and will be updated from time to time.
| ||CPA Commission per Qualified Referred Client |
| CPA Payment Tier || 1 || 2 || 3 |
| Country Payment Group A || £180 ($220) || £215 ($265) || £250 ($300) |
| Country Payment Group B || £140 ($170) || £170 ($210) || £200 ($250) |
| Country Payment Group C || £100 ($120) || £125 ($150)|| £125 ($180) |
| Country Payment Group Banned || £0 ($0) || £0 ($0) || £0 ($0) |
CPA Commission example, if an Affiliate is in CPA Payment Tier 2 and they refer:
3 x Qualified Referred Clients from the UK (Country Group A),
1 x Qualified Referred Client from Australia (Country Group A),
2 x Qualified Referred Clients from China (Country group B) and
1 x Qualified Referred Client from Albania (Country Group C)
They would earn: (3 x £215) + (1 x £215) + (2 x £170) + (1 x £125) = £1,325
In USD, at the current FX rate, the same affiliate would earn: (3 x $265) + (1 x $265) + (2 x $210) + (1 x $150) = $1,630
- The Affiliate will start in CPA Payment Tier 1 and can only be in one CPA Payment Tier at any one time.
- If during any 12 month period the Affiliate refers:
- 50-99 Qualified Referred Clients, the Affiliate will be paid as per CPA Payment Tier 2 for all new Qualified Referred Clients over the next 12 months (the "New Tiering Period"); or
- 100 or more Qualified Referred Clients, the Affiliate will be paid as per CPA Payment Tier 3 for all new Qualified Referred Clients over the next 12 months (the "New Tiering Period").
- At the end of the New Tiering Period if the Affiliate is in:
- CPA Payment Tier 2 they will:
- Remain in CPA Payment Tier 2 for the next 12 months if they have referred 50 Qualified Referred Clients during the New Tiering Period. The next 12 months will then become the New Tiering Period; or
- Move to CPA Payment Tier 1 if they have referred less than 50 Qualified Referred Clients during the New Tiering Period.
- Payment Tier 3 they will:
- Remain in CPA Payment Tier 3 for the next 12 months if they have referred 100 or more Qualified Referred Clients during the New Tiering Period. The next 12 months will then become the New Tiering Period;
- Move to CPA Payment Tier 2 for the next 12 months if they have referred 50 to 99 Qualified Referred Clients during the New Tiering Period. The next 12 months will then become the New Tiering Period; or
- Move to CPA Payment Tier 1 if they have referred less than 50 Qualified Referred Clients during the New Tiering Period.
- No CPA Commission will be paid in respect of Clients who re-open their Live Accounts
- For the avoidance of doubt, if a Referred Client has a Live Account where both spread betting and CFD trading is available, then a CPA Commissions will only be paid once for that Client and not separately for their spread betting and CFD trading.
- Revenue Share Plan
- Authorised Parties can choose to be on the Revenue Share Plan.
- Subject to the terms set out in the Agreement, an Affiliate on a Revenue Share Plan will earn a Spread Revenue Commission which is based on a percentage of the Spread Revenue generated by Referred Clients.
- As per the following table, the Revenue Share Plan is tiered, if the Spread Revenue generated by the Transactions of Referred Clients in a given month is:
- £0-9,999 the Affiliate will be paid as per Spread Revenue Payment Tier 1 and a Spread Revenue Split of 20%;
- £10,000 - £19,999 the Affiliate will be paid as per Spread Revenue Payment Tier 2 and Spread Revenue Split of 22.5%; or
- £20,000 or more the Affiliate will be paid as per Spread Revenue Payment Tier 3 and a Spread Revenue Split of 25%
| Spread Revenue Payment Tier || Spread Revenue generated by Referred Clients in the Month || Spread Revenue Split |
| 1 || £0 - 9,999 || 20% |
| 2 || £10,000 - £19,999 || 22.5% |
| 3 || £20,000 or more || 25% |
- "Spread" means:
- For all non-share spread bets and non-share CFDs, the difference between the bid and offer price of a spread betting or CFD market; and
- For all share spread bets and share CFD trades the amount that Financial Spreads adds to the price of the underlying market in order to create the bid and offer prices on Financial Spreads.
- "Spread Revenue" means the Spread x Stake.
e.g. if the UK 100 is priced at 6000.0 - 6000.8 it will have a spread of 0.8pt.
If a Referred Client places a £10 per point bet spread bet on the UK 100 then the Spread Revenue = Spread x Stake = 0.8 x £10 = £8.
- "Spread Revenue Commission" means the Spread Revenue x Spread Revenue Split.
e.g. with the above example, if the Affiliate is in Spread Revenue Payment Tier 1 then their Spread Revenue Split is 20%.
Therefore the Affiliate's Spread Revenue Commission = Spread Revenue x Spread Revenue Split = Spread x Stake x Spread Revenue Split = 0.8 x £10 x 20% = £1.6
- The reports on the Financial Spreads Affiliate Website list the opening and closing parts of the trade separately and so the calculation for the same trade above is shown as:
- Spread Revenue Commission on Opening Trade: Spread x Stake x Spread Revenue Split = 0.8 x £10 x 20% / 2 = £0.8
- Spread Revenue Commission on Closing Trade: Spread x Stake x Spread Revenue Split = 0.8 x £10 x 20% / 2 = £0.8
- Total Spread Revenue Commission = 2 x £0.8 = £1.6
- Spread Revenue Commissions on CFD trades are calculated in the same way as spread bets however Referred Clients will trade CFDs in the currency of the underlying market and therefore the Spread Revenue Commission calculations will be made in the pound sterling currency equivalent.
- The in-market hours spread may be used to calculate the Spread Revenue irrespective of spread of the relevant market when a trade is placed.
- Where a Referred Client is spread betting in a non pound sterling denominated Live Account, the Spread Revenue Commission calculations will be made in the pound sterling currency equivalent.
- Where a Revenue Share Plan is offered it may be subject to a third party agreement, if so the terms of third party agreement must be agreed in writing by all parties before this Agreement becomes is valid and prior to any promotion of Financial Spreads.
- If an Affiliate is Authorised and on the Revenue Share Plan then should the Affiliate cease to be Authorised then the Affiliate will be transferred to the CPA Plan from the date the Affiliate ceased to be Authorised. For the avoidance of doubt:
- Commissions derived on the Revenue Share Plan will be due up to the date the Affiliate's regulation ceased; and
- The Affiliate cannot earn Commissions from the CPA Plan and the Revenue Share Plan for the same Referred Client and any transfer to the CPA Plan will not be back-dated.
- Affiliate Trading
- A maximum of 5 direct employees of the Affiliate may open a Live Account with Financial Spreads and any such Live Accounts must be opened via the Tracker. For the avoidance of doubt, if the Affiliate is a sole trader, then for the purposes of this agreement they will also be classed as a direct employee of the Affiliate.
- Where a direct employee of the Affiliate opens a Live Account and becomes a Qualified Referred Client, the Operator will pay the Affiliate a CPA Commission of £25 ($30), this £25 ($30) CPA Commission will be irrespective of the CPA Payment Tier of the Affiliate or the country the Qualified Referred Client lives in.
- For the avoidance of doubt, Commissions based on Live Accounts opened by the employees of the Affiliate are strictly subject to Churning and no payment will be due for Churning.
- Live Accounts opened by the employees of the Affiliate will not count towards the CPA Payment Tiers.
- Employees of the Affiliate may not use any Bonus Incentives without prior written approval from the Operator.
- Commission Payments and Calculations
- In return for the performance of your Services pursuant to this Agreement, the Operator shall pay you according to the Commission Plan of your Affiliate Account.
- Affiliate Verification will be completed prior to the first Commission payment to the Affiliate.
- The Operator reserves the right to carry out further Affiliate Verification at reasonable intervals during the term.
- If the Affiliate does not cooperate with the Affiliate Verification or the Affiliate Verification cannot be completed within 20 Business Days of a payment request being made by the Affiliate then the Commissions will be deemed to have been generated through Fraud Traffic and no Commissions will be due to the Affiliate.
- No Commission will be paid in respect of Demo Accounts and/or trading via Demo Accounts. Nevertheless, if a Demo Account is referred by the Affiliate and subsequently opens a Live Account (as identified by the Client's email address) then the Client will become a Referred Client and the relevant Commission Plan will be applied so the Affiliate can earn a Commission on the Referred Client.
- To receive a payment you must be owed more than £180 ($220) in Commission and make a payment request via the Financial Spreads Affiliate Website although the Operator Reserves the right to create a payment request for you. You may only make one payment request per month and the payment request must be made within the first 10 Business Days of the month.
- Once you or the Operator have made a valid payment request, your Commission will be paid within one calendar month of the payment request.
- If the total Commission due to you is less than £180 ($220), the balance will be carried over and added to your Commission for the next month, until the total amount is more than £180 ($220).
- All payments are inclusive of any particular sales tax or value added tax. You agree to pay all applicable taxes or charges imposed by any government entity in connection with the Commission you receive from your participation in the Affiliate Programme.
- Payments will be made via Bank Transfer or PayPal and at our sole discretion, and as we deem appropriate, we may accommodate other methods of payment. Any charges incurred for making a payment to you will be covered by you and deducted from your Commission.
- Where a Referred Client uses a Bonus Incentive and there is a cost to either the Operator or Financial Spreads then a deduction of 20% of the value of the Bonus Incentive will be made from the Commission due to you.
- All reports and payments will be calculated solely on the data maintained by the Operator. No other measurements or statistics of any kind shall be accepted by the Operator or have any effect under this Agreement.
- Requesting a payment or acceptance of payment by you will be deemed full and final settlement of Commissions due for the month or time period indicated. Therefore, if you disagree with the reports or amount payable, do not accept or request a payment for such amount and immediately email us with details your dispute. Dispute notices must be in writing and be received within 10 Business Days of payment being made or 10 Business Days of the end the calendar month where you dispute the Commissions (whichever day is first), or your right to dispute such report or payment will be deemed waived and you shall be deemed to have waived any and all rights in relation to such report or such payment and further to have waived any claims of restitution and/or unjust enrichment.
- In the event that the Commission due to you is a negative amount during any given month, such negative amount shall be carried forward and deducted from the Commission amount of the next month. In the event that the cumulative Commission is a negative amount for 3 consecutive calendar months, we shall be entitled to terminate this Agreement with immediate effect by giving notice to you in writing.
- In the event that this Agreement is terminated for any reason, other than for cause, we shall pay you any Commissions due on the Termination Date. The payment will be made within approximately 60 days of the Termination Date. Any payment under £200 will only be made via PayPal.
- If the Operator overpays the Affiliate or otherwise makes an undue incorrect payment to the Affiliate then the Affiliate agrees that they will be in debt to the Operator by the amount of the overpayment or undue payment and that the repayment of the debt will due immediately and debt repayment will be made by the Affiliate to the Operator via bank transfer or PayPal within 5 Business Days.
- Where a Referred Client uses a non-pound sterling denominated Live Account and/or trades CFDs in non-pound sterling denominated markets then for the purposes of calculating Commissions, all Commissions will be calculated in the pound sterling currency equivalent.
- Where an Affiliate Account is not denominated in pound sterling then for the purposes of calculating Commissions and payments, the currency equivalent will be used.
- All currency equivalent calculations will be reasonably set by the Operator.
- The Affiliate can change Commission Plan at the sole discretion of the Operator. Where a Commission Plan is changed the Operator reserves the right to:
- Not make any back-dated payments; or
- Make a back-dated Commission adjustment relevant to the new Commission Plan where the Commission adjustment may have a positive or negative impact on the balance of the Affiliate Account.
- In the event of any Transaction by a Referred Client is deemed suspicious by us, then we reserve the right to delay payment of your Commission to you for up to 6 calendar months, irrespective of any termination of this Agreement, in order to verify the relevant Transactions. In the event that we determine the activity to constitute Fraud Traffic, we shall, at our sole discretion be entitled to terminate this Agreement and to recalculate or withhold your Commission accordingly.
- No Commission will be paid in respect of:
- Duplicate Clients, for the avoidance of doubt the CPA plan will only be paid once per person and once per household;
- Referred Clients who claim a chargeback;
- Refunds to Referred Clients;
- Referred Clients who demonstrate any kind of behaviour that we, at our sole discretion, deem a violation of the applicable Customer Terms and Conditions or any kind of fraud;
- Transactions, which we determine, at our sole discretion, to be the subject of Fraud Traffic; any and all fraud detection, prevention and remediation costs and all losses and damages incurred in relation to such a Referred Client will be deducted from the Commissions otherwise payable to you;
- Affiliates who are Churning their own Live Accounts; or
- Any Live Accounts that are Churning;
- The Affiliate will not earn any Commissions due to Transactions made by Referred Clients after the Termination Date.
- Reporting and Client Referral Tracking
- The Operator will track and report on the Transactions of Referred Clients for purposes of calculating the Commission. The form, content and frequency of these reports are at our sole discretion and may vary from time to time.
- You understand and agree that, in order to identify Prospective Clients as being referred to Financial Spreads the Prospective Clients must pass through the Tracker. In no event are we liable for your failure to use the right Tracker or for system malfunctions that cause Trackers to be deleted, corrupted or unusable.
- The Operator will make all reasonable efforts to track referrals however the Affiliate agrees and accepts that:
- If cookies are blocked, removed or otherwise bypassed by the Prospective Client then the Operator may not be able to track the referral, and
- No Commission will be due in respect of referrals the Operator has not been able to track.
- The Operator will endeavour to make Referred Client data available online via the Financial Spreads Affiliate Website whereby:
- Internet data such as impressions of, and clicks on, Linked Marketing Materials will be available within a short period of time
- Data regarding Referred Clients, Transactions and any resulting Commissions will be available the next day.
- If the above data is not available online then the Operator will email you a monthly report indicating the Commissions due to Referred Clients
- Sub-Affiliate Programme
- Subject to the terms set out in this Agreement and unless agreed otherwise in writing you will earn a Sub-Affiliate Commission which will be 5% of Sub-Affiliate Revenue.
For example, if you have two Sub-Affiliates and Sub-Affiliate A earns Sub-Affiliate Revenues of £1,000 and Sub-Affiliate 2 earns Sub-Affiliate Revenues of £500, then the total Sub-Affiliate Revenues will be £1,500. Therefore you will earn a Sub-Affiliate Commission of £75, i.e. 5% of the Sub-Affiliate Revenues.
- You hereby expressly acknowledge and agree, that you are prohibited from:
- Registering yourself or any person or entity controlled by you as your own Sub-Affiliate, for the avoidance of doubt this includes family members, people living as the same address and any corporate body directly or indirectly owned or controlled by the Affiliate;
- Using or permitting fictitious or alias names for the registration of Sub-Affiliates;
- Offering any type of enticement or any monetary value to potential Sub-Affiliates unless such enticements are approved in writing by us;
- Attempting to introduce any addition or variation to our terms and conditions in relation to any potential Sub-Affiliate; or
- Receiving sums which are owed to your Sub-Affiliate.
- If you refer a Sub-Affiliate and the Sub-Affiliate refers a further third parties to the Affiliate Programme you will only earn Sub-Affiliate Commissions based on Live Accounts referred by your immediate Sub-Affiliate, you will not earn Sub-Affiliate Commissions based on Live Accounts referred your Sub-Affiliate's sub-affiliates.
- You will only earn a Commission in respect of Sub-Affiliate Revenues, provided the Sub-Affiliate joined the Affiliate Programme via a Sub-Affiliate Tracker which is available via the Financial Spreads Affiliate Website.
- You will only receive a Sub-Affiliate Commission in respect of Sub-Affiliates which comply with all applicable Affiliate Programme terms and conditions.
- Sub-Affiliate Commissions will last for as long as:
- There is a valid Affiliate Programme agreement between the Sub-Affiliate and the Operator; and
- This Agreement has not been terminated. For the avoidance of doubt, if this Agreement ends before the Affiliate Programme agreement between the Sub-Affiliate and the Operator, then no further Sub-Affiliate Commissions will be paid to the Affiliate in respect of Sub-Affiliate Revenues generated after the Termination Date.
- Your Marketing of Financial Spreads
- Subject to the terms and conditions of this Agreement, you will, at your own cost and expense, market to and refer Prospective Clients to the Financial Spreads Website. You agree that all marketing activities must follow the Affiliate Guidelines, be professional, proper and adhere to the Applicable Laws and Regulations.
- Inline with the FCA Rules, and for the avoidance of doubt, you must not recommend or otherwise advise Prospective Clients to apply for a Financial Spreads account. If you recommend Prospective Clients to Financial Spreads then the Operator reserves the right to terminate this agreement immediately and no Commissions will be paid for any such referrals.
- You may promote Financial Spreads, subject to this Agreement, the Affiliate Guidelines and Applicable Laws and Regulations, using:
- Marketing Materials available Financial Spreads Affiliate Website;
- Any market commentary or press releases that we send you;
- Comparison tables where any comparison table must contain appropriate risk warnings and disclaimers and be clear, fair and not misleading; and/or
- Writing about Financial Spreads in a clear, fair and not misleading way e.g. website reviews. For the avoidance of doubt, any such content must contain an appropriately positioned risk warning(s) and disclaimer as outlined in the Affiliate Guidelines.
- We reserve the right to demand, at our sole discretion, that you post a disclaimer and/or risk warning adjacent to any Marketing Materials which you display anywhere. We further reserve the right to determine at our sole discretion the language of the risk warnings and disclaimers.
- Under no circumstance are you allowed to use the Marketing Materials and any other Promotional Materials provided by us in a manner that may potentially confuse or mislead a Client or Prospective Client.
- Trackers and Marketing Materials made available to your via your Affiliate Programme account are for your sole use and are not to be assigned to third parties without our prior written consent.
- You are solely responsible for:
- The content on the Affiliate Website, including all content and materials, maintenance and operation thereof, the proper implementation of specifications, and adherence to the terms of this Agreement, including compliance with the Affiliate Guidelines and FCA Rules; and
- The manner in which you conduct the Services.
- Financial Spreads reserves the right to investigate, at its own discretion, any activity that may violate this Agreement, including but not limited to any use of a software application to access the Financial Spreads Website or ETP or any engagement in any activity prohibited by this Agreement. Neither the Operator nor Financial Spreads are responsible for:
- Anything related to the Affiliate's Website; or
- The manner in which you conduct your Services including without limitation the receipt of queries from Prospective Clients, users of the Affiliate Website or the transmission of data between the Affiliate Website and the Financial Spreads Website.
- We may, at our sole discretion, and without prior notice to you, use any available means to block or restrict certain Prospective Clients, Clients, applications, deposits or trading patterns, if we need to:
- Comply with the Applicable Laws and Regulations; or
- Reduce the number of fraudulent, unprofitable Transactions or for any reason whatsoever, including but not limited to daily or monthly purchase limits, address verification or negative and positive credit card databases. We do not guarantee or warrant the success of such fraud prevention efforts.
- During the term of this Agreement, we grant you a terminable, non-exclusive, non-transferable right to use the Marketing Materials for the sole purpose of marketing to and referring Prospective Clients to Financial Spreads.
- The Operator will not pay you Commissions on traffic generated by unlawful, fraudulent or improper means. In the event that you violate this provision, you will forfeit all Commissions that you have earned and we reserve the right to terminate this Agreement with immediate effect, and the pursuit of all available civil or criminal remedies.
- In the event that a person who suffered damages or losses as a result of your Services and they seek compensation from us, all expenses, which we may incur in connection with your conduct, including but not limited to legal fees, shall be deducted from the Commissions you have earned.
- If the Operator in its reasonable opinion gives notice to you requesting that you modify or terminate Services, including an advertising campaign or change or remove certain content on your Website, you are required to promptly modify or terminate such Services. Failure to promptly comply with any such request will result in your Affiliate Account being Suspended.
- Email Marketing of Financial Spreads
- Except as expressly or otherwise provided for in this Agreement, you are prohibited from sending emails to promote Financial Spreads, the Financial Spreads Website, the Affiliate Programme and/or other services offered by Financial Spreads or its partners.
- Furthermore, you expressly acknowledge and agree that Financial Spreads does not participate in, support or indulge Spam or Unsolicited Promotions to promote Financial Spreads, the Financial Spreads Website, the Affiliate Programme and/or other services offered by Financial Spreads, and you agree that you will adhere to this policy.
- In the event that you have your own legally collated "opt-in" email list the Operator may, in certain circumstances and at its sole discretion, consider approving your sending of an "Email Campaign" to such email list to promote Financial Spreads as per your request. Such a request and the content there of must be approved by the Operator prior to any Email Campaign being sent. Approval by the Operator will need to be obtained prior to each individual Email Campaign. All Email Campaigns will need to comply with the Applicable Laws and Regulations.
- Prohibited Marketing Activity
- You acknowledge and agree that any attempted participation or violation of the marketing of Financial Spreads through a Prohibited Marketing Activity as detailed in this Clause 12 is a material breach of this Agreement and that we may pursue any and all applicable legal and equitable remedies against you, including:
- The Immediate Suspension of your Affiliate Account;
- The Immediate Termination of your Affiliate Account without prior notice being required;
- The pursuit of all available civil or criminal remedies; and/or
- Not paying any Commissions in relation to Referred Clients that were referred as a result of a Prohibited Marketing Activity.
- You represent and warrant that you shall not, and shall not authorise or encourage any third party to, carry out any of the following "Prohibited Marketing Activities":
- Directly or indirectly generate use of the services offered by us through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated gaming tools and/or computer generated queries, and/or the unauthorised use of other search engine optimisation services and/or software.
- Make Cold Calls regarding Financial Spreads or the Financial Spreads Affiliate Programme.
- Place Promotional Materials within Spam or Unsolicited Promotions.
- Place Promotional Materials on any social network, chatrooms, forums or similar websites or networks in a away that is perceived by us, at our sole discretion, to be Spam on an Unsolicited Promotion.
- Make any changes to any Linked Marketing Material including, without limitation, changes to the content, appearance or functionality. You agree to use the entire Source Code provided to you in connection with the Marketing Materials. You will not modify or alter the Source Code for Widgets, Banners, or Text Links, or otherwise modify any other Marketing Materials without our prior written consent.
- Issue or circulate any Press Release or any document with the characteristics of a Press Release with respect to Financial Spreads or the Affiliate Programme, without first submitting the full content of any such document for review and having received our prior express written consent.
- Suggest or imply in any way, shape or manner that any Bonus Incentive, rebate, 'cash back' or other inducement offered by us are exclusive to you unless we have approved such suggestion or implication in writing beforehand.
- Edit, modify, filter, truncate or change the order of the information contained in any part of the Financial Spreads Website, or remove, obscure or minimise any part of Financial Spreads Website in any way without authorisation from us;
- Frame, minimise, remove or otherwise inhibit the full and complete display of any part of the Financial Spreads Website accessed by a Prospective Client or Client.
- Provide a version of any web page of the Financial Spreads Website that is different from the page an end user would access by going directly to the Financial Spreads Website.
- Intersperse any content between the Financial Spreads Website and the applicable landing page on the Financial Spreads Website; or otherwise provide anything other than a direct link from the Affiliate's Website to a relevant landing page on the Financial Spreads Website, as approved by Financial Spreads in accordance with this Agreement.
- Directly or indirectly access, launch, and/or activate access to the services offered by Financial Spreads through or from, or otherwise incorporate access to the services offered by Financial Spreads or referrals in, any software application, Website, or other means other than the Affiliate's Website, and then only to the extent expressly permitted by this Agreement.
- Redirect any Prospective Client or Client away from the Financial Spreads Website.
- "Crawl", "spider", index or in any non-transitory manner store or cache information obtained from or pertaining to any Referred Client.
- Use "bots" or Prohibited Software to distribute Promotional Materials.
- Engage in any action or practice that reflects poorly on Financial Spreads or otherwise disparages or devalues our reputation or goodwill.
- Create a new account with the Affiliate Programme after the Operator has terminated this Agreement with you as a result of your breach of this Agreement.
- Place Promotional Material on any website, or use any media or medium, which contains materials that do not qualify for the Affiliate Programme, including, but not limited to, sites which:
- Promote or link to sexually explicit materials, violence, or illegal activities;
- Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
- Promote or link to Prohibited Software;
- Regardless of the age of majority in the location where you are marketing, are designed to, or linked to other sites designed to, target persons under 18 years of age;
- Manipulate keyword searches on portals and/or search engines using words or phrases that contains the Prohibited Words;
- Misrepresent themselves as Financial Spreads by co-opting the visual "look and feel" of the Financial Spreads Website or otherwise violate our or our partners' Intellectual Property rights, including, without limitation, "scraping" text or images from the Financial Spreads Website or our Marketing Materials, search marketing or all other online and offline campaigns;
- Are, at our sole discretion, otherwise considered offensive or inappropriate.
- Affiliate Suspension
If the Operator suspects the Affiliate is taking part in Prohibited Marketing Activities, Fraud Traffic, using Prohibited Software or any other activity that contravenes the Agreement then the Operator reserves the right, at its sole discretion, to "Suspend" your Affiliate Account without notice.
- If your Affiliate Account is Suspended:
- The Operator will email the Affiliate within a reasonable time period to inform the Affiliate their Affiliate Account has been Suspended;
- You may lose access to your Affiliate Account and/or certain features on the Financial Spreads Affiliate Website;
- Your Affiliate Account will remain Suspended for as long as it takes the Operator to carry out an investigation into the suspect activity;
- No Commissions will be paid;
- No Commissions will be generated or otherwise become due as a result of the Transactions of Referred Clients that take place during the Suspension; and
- It does not prevent either Party from terminating the Agreement inline with Clause 24.
- Accurate Affiliate Account Data and Notices
- You must provide true and complete information to us at all times; including but not limited to, your identity, contact information, payment instructions, nationality, residency, and nature of your marketing activities, and any other reasonable information that we may request from time to time. The Operator may require the Affiliate to provide reasonable proof of identity and proof of address prior to any Commission payment being made.
- The Affiliate must ensure that at all times the Operator is able to communicate with the Affiliate by email and phone and that the details in your Affiliate Account on the Financial Spreads Affiliate Website, including trading address, phone number and email address, remain accurate.
- If the Affiliate provides Services to Financial Spreads on more than one website, the Affiliate must email the Operator the URL of each website prior to any promotion of Financial Spreads, or using any Marketing Materials on that website(s). The Operator reserves the right to:
- Not pay any Commissions that would otherwise be due because the Affiliate has failed to tell the Operator about the website on which it has provided Services to Financial Spreads.
- Refuse the Affiliate permission to provide Services to Financial Spreads on a website which the Operator, at its sole discretion, deems inappropriate and the Operator will not pay any Commissions that arise from a website where the Operator has refused the Affiliate such permission.
- You are solely responsible for providing and maintaining accurate payment information in your Affiliate Account on the Financial Spreads Affiliate Website. Neither the Operator or Financial Spreads will responsible if a Commission payment is made to an incorrect payment account, for example an incorrect bank account or paypal account, because the payment account details in your Affiliate Account on the Financial Spreads Affiliate Website are inaccurate or out-of-date or have been fraudulently changed.
- You may not register or possess more than one Affiliate Account without our prior written consent.
- Any notice given under this Agreement must be via email and will be deemed to be received on the same day of the email if it is sent on a Business Day or on the next succeeding Business Day, if received or deemed to be received on a non Business Day.
- You have independently evaluated the Applicable Laws and Regulations in your local jurisdiction which apply to your activities hereunder and the represent and warrant that you may participate in the Affiliate Programme with violating any Applicable Laws and Regulations.
- Unless otherwise permitted by the FCA Rules or any other Applicable Laws and Regulations, nothing in this Agreement shall be taken to exclude or restrict our obligations under the FCA Rules or any other Applicable Laws and Regulations.
- We shall be entitled to take any action as we consider necessary in our absolute discretion to ensure compliance with the FCA Rules or any other Applicable Laws and Regulations and such actions shall be binding on you and shall not render the Operator (or Financial Spreads) or any of directors, officers, employees or agents liable.
- You agree that Financial Spreads shall treat each Referred Client and Prospective Client as its own and Financial Spreads will deal directly with all Clients and Prospective Clients.
- The Operator shall retain full ownership of all information, documents, data files, information and other materials, including, without limitation all Personal Data, pertaining to all Prospective Clients and Referred Clients.
- You hereby expressly acknowledge and agree that upon reasonable written notice by the Operator (or Financial Spreads) and at their request, you will co-operate with the FCA and any other relevant regulator of Financial Spreads in relation to the matters covered by this Agreement.
- Both Parties acknowledge that the Agreement is not exclusive and that either Party may enter into similar arrangements with third parties (including competitors of the other Party).
- You shall not market Financial Spreads, the Financial Spreads Website, Affiliate Programme and/or any other services offered by Financial Spreads, to Clients or Prospective Clients on any web page on which we promote the Financial Spreads Website, or in any other manner which results in you competing with us.
- You understand and acknowledge that the Financial Spreads Website has links to third parties and that no Commission, or other compensation, will be due to you if Prospective Clients or Referred Clients use those links and/or third parties.
- Domain Ownership
Without our prior express written consent, you may not acquire (by purchase, rent or lease) directly or indirectly any domain that includes a Prohibited Word. Should you already own or control, directly or indirectly, a domain containing a Prohibited Word the Operator reserves the right to require that you immediately transfer ownership of the domain or make such modifications to the domain as the Operator, in its sole discretion, reasonably requires.
- Pay per Click
You may not bid on any keywords or keyword phrases which include a Prohibited Word in any pay-per-click search engine or other pay-per-click facility.
- Site Redirects
You may not set up any site redirects from any web page or network of websites so that the page goes directly to the Financial Spreads Website.
- Page Optimisation
You may not optimise any page of a website for keyword or keyword phrases that include a Prohibited Word; this provision includes but is not limited to the HTML or XHTML elements used to provide structured metadata about a Web page, headers and body content.
- Off-Site Links
You may not buy or build off-site links with anchor text for Prohibited Words.
- Social Networking
You may not create, establish or otherwise maintain any page on any other social networking site, blog, website, domain or social networking service, or use a profile name or display name which contains Prohibited Words or does or could mislead others to believe that you do or may represent Financial Spreads or any of agents, employees or representatives.
- This Agreement does not apply to Services in respect of Prospective Clients, or Clients, which are resident in a territory:
- In which such persons are not allowed to access or use the services promoted by Financial Spreads; or
- Where Financial Spreads does not wish to promote its services. For absolute clarity, Affiliates should never market in or to the United States of America.
- This limitation may be changed by Financial Spreads unilaterally and at sole discretion from time to time and it is your duty to consult the Financial Spreads Affiliates Website and / or to consult with the Operator regularly regarding any changes in this regard.
- Data Protection
- You acknowledge the importance Financial Spreads places on protecting the privacy of its Prospective Clients and its Clients and you hereby expressly acknowledge, agree and undertake not to try to access or to access any "Personal Data" acquired from or about Prospective Clients or Clients, on your own initiative without the express prior and written consent of, or express instructions in writing from, the Operator.
- In particular, in the event that "Personal Data" are collected by you, you shall provide the relevant data subjects with the information required by all Applicable Laws and Regulations pertaining to "Personal Data" protection and, when necessary, you shall obtain the prior written consent of all "Data Subjects" concerned.
- Client Data
- By opening a Live Account or Demo Account, Clients will be subject to all of the Financial Spreads Customer Terms and Conditions and operating procedures that govern their activity with Financial Spreads.
- Financial Spreads reserves the right to refuse service to any Prospective Client and to close any Client, at any time, at their sole discretion.
- All data relating to Clients will remain our sole and exclusive property and by entering into this Agreement you acquire no right to such information, except as expressly stated herein.
- Intellectual Property
- Once you have been accepted by the Operator to the Affiliate Programme, you can create a unique link to the Financial Spreads Website using the Linked Marketing Materials located on the Financial Spreads Affiliate Website. Except if, and then only to the extent that, any of our Intellectual Property is included in the Marketing Materials and/or Promotional Materials that you obtain through the Affiliate Programme or that you otherwise receive from us or our Related Parties, you have no right to display or otherwise use any of our Intellectual Property.
- You may access and or use our Intellectual Property solely as part of the Marketing Materials and then solely to promote Financial Spreads or the Affiliate Programme. Any display of our Intellectual Property must be in good taste, and in a manner that preserves their value and in accordance with reasonable standards provided by Financial Spreads for such display. You must not use any of our Intellectual Property in any manner that may imply that you are an agency or branch of Financial Spreads.
- You may not use any text, images, Widgets or other content on the Financial Spreads Website or ETP.
- You agree that the Operator shall retain full ownership rights in and to its (and the Financial Spreads) Intellectual Property. You agree not to make use of any Intellectual Property in any manner whatsoever, without the prior written and express approval of the Operator and that any and all rights that might be acquired by the use of the Intellectual Property shall inure to the sole benefit of Financial Spreads. If you were to obtain any such right, title and/or interest in or to the Intellectual Property at any time, whether or not this Agreement is in effect, you shall immediately transfer those rights back to Financial Spreads (or the Operator) upon the first request. You acknowledge and agree that, in the event that permission to make use of any Intellectual Property is granted by the Operator, as between the Parties or under or pursuant to this Agreement in accordance with the terms and conditions set forth herein, you shall be extended only a mere permissive right to use such Intellectual Property, as provided in the relevant licence agreement and in accordance with the terms and conditions thereof, which permissive right is not coupled with any ownership interest.
- You further agree not to use or register in any country any of our Intellectual Property or internet domain names resembling or confusingly similar or a misspelling consisting in whole or in part of, those included in the Intellectual Property; whenever your attention is called by the Operator to any such confusion or risk of confusion, you agree to take appropriate steps immediately to remedy or avoid such confusion or risk of confusion.
- You shall give the Operator prompt notice of any known or presumed infringements of any right, title and/or interest in or to its Intellectual Property or any unauthorised use of its Intellectual Property by others, and you shall render the Operator full cooperation for the protection of its Intellectual Property; Financial Spreads shall retain all rights to bring all actions and proceedings in connection with infringement or unauthorised use of its Intellectual Property at its sole discretion; if the Operator decides to enforce its rights in any Intellectual Property against an infringer, all costs incurred and recoveries made shall be for the account of the Operator.
- You shall not, directly or indirectly, at any time during the Term or after the Termination Date, do or cause to be done any act or thing disputing, attacking, impairing, diluting, or in any way tending to impair or dilute right, title and/or interest in or to any Intellectual Property or the validity of any licence granted by it.
- You agree that Financial Spreads may use your name and logo in presentations, marketing materials and financial reports.
- Acceptance of this Agreement
- You hereby acknowledge and agree that by:
- Submitting the Affiliate Application Form to the Operator;
- Continuing to access or use the Financial Spreads Website or the Financial Spreads Affiliate Website;
- Promoting and/or providing Services to Financial Spreads; and/or
- Accepting any Commissions;
you are entering into a legally binding contract from the date you submit the Affiliate Application Form to the Operator and you fully agree to abide by and to be bound by all the terms and conditions set out in this Agreement, as they may apply to you.
- You hereby agree to the use of electronic communications in order to enter into contracts, place orders and other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Affiliate Programme. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.
- The Operator shall evaluate your application to be an Affiliate and shall inform you by email whether you have granted an Affiliate Account. The Operator reserves the right to refuse your application for any reason without being obliged to provide you with any explanation or justification.
- Should the Operator expressly accept you as an Affiliate then the Operator will become counterparty to this Agreement on the date on which the Operator sends you an Approval Email (the "Effective Date").
- For a period of 14 days following the sending of the Approval Email, the Operator reserves the right to reject your application to join the Affiliate Programme for any reason. In the event that the Operator rejects your application within this 14 day period the Operator shall notify you of the rejection by email and the Operator shall be entitled to render the Trackers inoperative and no Commissions will be due as a result of any Referred Clients which are referred at any time after the Application Date.
- Amendments to the Agreement
The Operator reserves the right to reasonably amend, alter, delete or add to any of the provisions of the Agreement ("Changes"), at any time and at its sole discretion, without giving any advance or prior notice, subject to the terms and conditions set out in this Agreement, and it is your duty to consult and/or to check regularly this Agreement on the Financial Spreads Affiliate Website regarding any Changes. You hereby acknowledge and agree that by:
Should the Operator make any material Changes to the Agreement then the Operator will inform the Affiliate via email or via the messaging system on the Financial Spreads Affiliate Website.
- Continuing to access or use the Financial Spreads Websites;
- Continuing to promote and/or provide Services to Financial Spreads; and/or
- Accepting any commissions from the Operator;
you confirm your irrevocable acceptance of this Agreement (and any modifications), subject to your continued compliance with the terms and conditions of this Agreement.
- Term of the Agreement
- The Affiliate will be bound by this agreement from the Application Date.
- The Operator will be bound by this agreement from the Effective Date.
- The "Term" of the Agreement will mean the period from when a Party is bound to the Agreement and will be continuous until to the Termination Date.
- Either Party may terminate this Agreement without cause at any time by giving the other party 60 days written notice.
- Either Party may terminate this Agreement immediately for cause, at any time, by giving written notice to the other Party (the "Party in Default") if the Party in Default:
- Commits a material breach of this Agreement which is irremediable or, if remediable, is not remedied within 10 Business Day after written notice is given to the Party in Default by the other requiring such remedy;
- Ceases doing business as a going concern;
- 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) and/or if any step is taken by any person for the dissolution of the Party in Default, or for the appointment of a receiver, administrator or judicial manager or other similar officer over any part of any Party's undertaking, business or assets unless that Party demonstrates, to the reasonable satisfaction of the Party seeking to terminate, that it will be able to defend the proceeding successfully; or
- Is unable to pay its debts as they fall due, or takes any step with a view to rescheduling or deferral of any material part of its indebtedness, or proposes or makes an arrangement or composition with or for the benefit of its creditors.
- The Operator may terminate this Agreement immediately for cause, at any time, if:
- We determine that you have knowingly participated in, or knowingly benefited from, Fraud Traffic with the intent to defraud us;
- You cease, in our reasonable opinion, to be fit and proper to provide the Services to Financial Spreads;
- You no longer hold the necessary authorisation, licence or consent to enable you to perform your obligations under this Agreement;
- You are prevented for any reason from carrying out your obligations of the Agreement; or
- In the event of any change in the Applicable Laws and Regulations or court order or threatened court order or proceedings or threat of proceedings that materially impairs the ability of Financial Spreads or of any Related Party of Financial Spreads to provide the Financial Spreads Website, the Affiliate Programme, any other services offered by Financial Spreads, the licences or access described in this Agreement.
- The Operator may terminate this Agreement on giving 30 days written notice:
- If there are no Linked Marketing Materials on the Affiliate Website, or
- If the Affiliate Website is unavailable for any 14 day period,
- If, subject to the Operator sending an Affiliate Verification warning email to the Affiliate 14 days prior to any attempted Affiliate Verification, the Operator cannot complete the Affiliate Verification.
- If the Affiliate becomes Inactive.
- Consequences of Termination
- The following will take effect on the Termination Date:
- You will cease all promotional activity of and Service to Financial Spreads;
- All rights and licences given to you under this Agreement will terminate immediately, except as expressly stated herein;
- You will return all Confidential Information related to Financial Spreads and cease use of any Intellectual Property, Marketing Materials and/or Promotional Material and other materials related to Financial Spreads and/or, the Affiliate Programme; and
- The Operator may, at its sole discretion, leave open, redirect or deactivate any Trackers, without any obligation to pay you Commissions in respect of any new Transactions or Referred Clients.
- Subject and without prejudice to the provisions of the Agreement, in the event that this Agreement is terminated for any reason, other than for cause, the Operator shall pay you any earned balance of your Commissions that is due and payable to you on the Termination Date, within approximately 60 days of the Termination Date.
- In the event that your Affiliate Account is closed for any reason, the Operator reserves the right to extend the closure to all your activity related to Financial Spreads, the Financial Spreads Website, the Affiliate Programme, any Live Account you have with Financial Spreads and/or any other services offered by Financial Spreads.
- Terminated Agreement Funds Management Fee for Not Withdrawing Funds
- Subject to any fraud based investigation, once this agreement is terminated we will email you and ask you to withdraw any positive balance on your Affiliate Account and:
- If you do not withdraw your funds within 60 days then we will send you a reminder email and a warning that we will charge your Affiliate Account a fee of £50 if you have not withdrawn your funds within 90 days of the Termination Date;
- If you have not withdrawn the funds on your Affiliate Account, then, starting 90 days after the Termination Date we will charge your Affiliate Account a fee of £50. We will continue to charge your Affiliate Account £50 every 90 days until your balance is £0 (nil);
- Payments below £100 will only paid via paypal; and
- There will be no charges on any balance of £0 (nil).
- Warranties, Representations, Liability Limitations and Indemnities
- In addition to other representations and warranties you will give us in this Agreement, you represent and warrant that:
- you are an individual or company who can form legally binding contracts under the laws applicable in your country of residence or incorporation;
- if you are an individual, that you are above the age of 18, or otherwise above the legal age in your country of residence;
- all of the information provided by you to the Operator is correct and current;
- you are the owner of each Affiliate Website and any content displayed thereon or contained therein and/or you are legally authorised to act on behalf of the owner the Affiliate Website for the purposes of this Agreement and the Services to be provided hereunder;
- you have all necessary rights, powers, and authority to enter into this Agreement and to perform the acts required of you hereunder; and
- you have complied and will continue to comply with all Applicable Laws and Regulations in your performance of any acts hereunder.
- You further represent and warrant that the Affiliate's Website and any materials displayed therein and software used to display:
- comply with all Applicable Laws and Regulations in your performance of any acts hereunder;
- do not breach, and have not breached, any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories;
- are not pornographic, hate-related or otherwise violent in content; and
- are not knowingly targeted at persons under 18 years of age.
- To the extent that the applicant to the Affiliate Programme you, a corporation, a company, a joint venture, a partnership or any other corporate entity or association of individuals ("Corporate Entity"), you represent and warrant that you are legally authorised to bind such Corporate Entity and that your execution of this Agreement binds such Corporate Entity for any and all purposes and intents of this Agreement.
- We do not warrant that our systems, networks, software or hardware (or any systems, networks, software or hardware provided to us by third parties) will be error-free or uninterrupted. We make no warranties, express or implied, with respect to the quality, merchantability, fitness for a particular purpose or suitability of our systems, networks, software or hardware (or any systems, networks, software or hardware provided to us by third parties). You agree that we (and our providers and/or underlying vendors) are not required to maintain redundant systems, networks, and software or hardware.
- Our obligations under this Agreement do not constitute personal obligations of the directors, officers, shareholders, partners, members employees, agents, service providers and/or legal representatives of the Operator, Financial Spreads and/or any of them.
- In no event shall either the Operator's or Financial Spreads' liability hereunder exceed the total amount of Commissions generated hereunder in the 6 months preceding the event giving rise to the claim. Even if advised of the possibility of such damages and even if the limited remedies provided herein fail of their essential purpose.
- Liability hereunder is limited to direct damages, and in no event will we be liable for any indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether any such damages were foreseeable or whether either party has been advised of the possibility of such loss).
- You will defend, indemnify and hold the Operator, Financial Spreads and its Related Parties all of the directors, officers, shareholders, partners, members employees, agents, service providers and/or legal representatives of the Operator, Financial Spreads and its Related and/or any of them, harmless from and against any and all liabilities, losses, damages and costs, including reasonable legal fees, arising from or connected to your breach of this Agreement or the performance of your duties under this Agreement.
- In the event that you violate the Agreement and, as a result thereof, cause damage or loss to the Operator (or Financial Spreads), or causes one, or more, of the Financial Spreads Websites (or our third party provider's websites) or servers to be interrupted from normal service, you will be held liable for damages and loss of business.
- Bribery and Corruption
- comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including the UK's Bribery Act 2010 ("Relevant Requirements");
- not engage in any activity, practice or conduct which would constitute an offence under the Relevant Requirements if such activity, practice or conduct had been carried out in the United Kingdom;
- promptly report to us any request or demand for any undue financial or other advantage of any kind received by the Introducer in connection with the performance of this Agreement; and
- procure the observance and performance of the Relevant Requirements by its directors, officers, employees, representatives and professional advisers or other persons who are performing services in connection with this Agreement.
- In the event of any dispute arising out of or in relation to this Agreement, the Parties must first use their respective best endeavours to consult and negotiate with each other, in good faith and, recognising their mutual interests, attempt to reach a just and equitable settlement of the dispute satisfactory to both Parties.
- To such end the Parties must within 15 Business Days of a dispute arising convene a meeting in London between persons nominated by each Party (the "Appointed Persons") and other relevant members of management to attempt to resolve the dispute. If the disputed sum is less than £1,000 then the Operator can arrange a phone call for the Appointed Persons to negotiate the dispute instead of convening a meeting.
- If the Appointed Persons agree upon a resolution or disposition of the dispute, they will sign a statement setting out the terms of the resolution or disposition and the Parties will ensure that the resolution or disposition is fully and promptly carried out.
- If the Appointed Persons do not reach such a settlement within a further period of 15 Business Days, the affected party is free to proceed to seek redress in the court.
- Nothing in this Clause 28 shall prevent either Party from applying to court for interim or injunctive relief and each party acknowledges that a breach of the provisions of this Agreement may cause the other Party irreparable injury and damage and, therefore, any such breach may be enjoined through injunctive proceedings, in addition to any other rights and remedies that may be available to either Party as per applicable law or in equity.
- Force Majeure
- The Operator 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 this Agreement occasioned by any act of God, fire, war, civil disruption, labour dispute, act of government, state, governmental or supranational body or authority, or any regulator, 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 the Operator and you or any other third-party whatsoever, or any other reason (whether or not similar in kind to any of the above) beyond reasonable control (a "Force Majeure Event").
- You acknowledge and agree that the Operator may in its reasonable opinion, determine that a Force Majeure Event exists or is about to occur; as the case may be, the Operator will inform you as soon as reasonably practicable if it so determines.
- If the Operator determines that a Force Majeure Event exists or is about to occur then it may (without prejudice to any other rights under this Agreement and at its sole discretion) take such action as it deems necessary or appropriate in the circumstances, having regard to you and Referred Clients, and neither the Operator, Financial Spreads, nor any of its directors, officers, employees, agents or advisers will be liable for any failure, hindrance or delay in performing its obligations under this Agreement or for taking or omitting to take any action pursuant to this clause.
- If either party is prevented from fulfilling its obligations under this Agreement due to a Force Majeure Event, the Party unable to fulfill its obligations shall immediately give notice of this to the other Party and shall do everything in its power to resume full performance. A party shall not be deemed to be in breach nor liable for any failure or delay in the performance of its obligations under this Agreement if it is prevented from fulfilling its obligations under this Agreement by reason of any supervening event beyond its control. If the period a party is prevented from fulfilling its obligations under this Agreement exceeds 3 months then the agreement will automatically terminate (unless agreed otherwise, in writing).
- Each part of this Agreement is a distinct undertaking. In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement, which shall remain in full force and effect and shall in no way be affected or invalidated.
- With respect to the provisions of this Agreement, which are held to be invalid or unenforceable, in whole or in part, the Parties will negotiate in good faith with the intention to replace the void provision with a valid one that in its economic effect complies best with the void provision in a manner consistent with their joint intention as expressed herein, and this Agreement shall, to the fullest extent lawful, be reformed and construed as if such invalid or illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.
- Without limiting the foregoing, if any provision (or part of provision) contained in this Agreement shall, for any reason, be held to be excessively broad as to duration, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the fullest extent compatible with then existing Applicable Laws and Regulations, statutes, ordinances, and other applicable regulations.
- Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the Laws of England and Wales and, subject to the dispute resolution provisions of the Agreement, you irrevocably agree for exclusive benefit that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement.
- General Terms
- Controlling Language
The Agreement and all other agreements and/or documents executed on the basis of this Agreement shall be written and interpreted in English. In the event that this Agreement has been translated into a language other than English, it is the English version that will be prevailing and controlling in the event of any discrepancy.
All waivers by the Operator must be express and in writing. 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. The failure of a Party at any time to require performance of any provision of this Agreement shall not in any way affect the validity of this Agreement or any part thereof, nor the right of that Party to require performance of that provision or any other provision of this Agreement in the future.
All remedies available to either Party for breach of this Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.
The terms, conditions and obligations of this Agreement shall inure to the benefit of and be binding upon the Parties and their respective, affiliates, successors and assigns. The Operator shall be entitled to assign its rights and benefits under this Agreement, without any prior consent being required, to any affiliate or subsidiary belonging to the Operator. You may not without 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 this Agreement.
- Third Party Rights
This Agreement is being entered into solely for the benefit of the Parties hereto and their successors and permitted assigns and intended and/or designated affiliates. It may not be relied upon by any other person as the basis for any claim or dispute against one or both Parties, or as evidence of the rights or obligations of one or both Parties hereto with respect to such other person.
- No Partnership or Joint Venture
Neither this Agreement nor the performance of any services by either Party hereunder will be construed to create a joint venture or partnership between the Parties. For all purposes of this Agreement and notwithstanding any provision of this Agreement to the contrary, you are an independent third-party and not a partner, joint venture partner, or representative agent of the Operator or Financial Spreads. You will not bind nor attempt to bind the Operator or Financial Spreads to any agreement or contract with a third party. You will not hold yourself out to be or to represent in any way Financial Spreads, the Operator or any of agents, employees or representatives of Financial Spreads or the Operator.
- Entire Agreement
This Agreement (together with its annexes, appendices, addenda, attachments, schedules and exhibits and/or amendments) represents the entire agreement concerning the Affiliate Programme between you and us and it cancels and supersedes all previous arrangements or agreements between the Parties hereto with respect to the subject matter hereof, superseding any other communications or understandings between the Parties hereto. You acknowledge that you have read this agreement and agree to all its terms and conditions and are not relying on any representation, guarantee or statement other than as set forth in this agreement.
This Agreement may be executed in any number of counterparts, each of which when executed and delivered is an original, but all of the counterparts together constitute the same document. All counterparts shall collectively constitute a single agreement and it shall not be necessary in any proof of this Agreement to produce or account for more than one counterpart.
The provisions of the following Clauses of this Agreement shall survive the expiration of the term and/or the termination of this Agreement for any reason:
3. Definitions and Interpretations
19. Client Data
24. Consequences of Termination
25. Terminated Agreement Funds Management Fee for Not Withdrawing Funds
26. Warranties, Representations, Liability Limitations and Indemnities
31. Governing Law and Jurisdiction
32. General Terms