Updated October 2023
1.1. These Terms and Conditions (the “Terms & Conditions”, or the “Agreement”) set out the Partner Agreement between Exfor, a domain/brand name owned by Exf Ltd Company No. 27018 BC 2023, registered office Suite 305, Griffith Corporate Centre, Beachmont, P.O. Box 1510, Kingstown, Saint Vincent and the Grenadines and the Partner (the “Referring Party” or the “Partner”), referred individually to as the “Party” and together to as the “Parties”.
1.2. The Partner shall introduce prospective clients or clients or sub-partner to the Company, on a fully disclosed basis, to use the services of the Company as disclosed on the Company’s website, as per the terms stated herein.
1.3. This Agreement is entered by and between the Company and the Partner who has completed one of the Company’s partnership on-boarding procedures and has been accepted by the Company as a Partner.
1.7. The Partner acknowledges that (s)he has read, understood, and accepted all of the terms and conditions contained in the General Partner Terms & Conditions (the “Terms”) without modifications and to be legally bound by contract with the Company under the Terms.
2.1. The below expressions shall, where the context so permits, include receivers and managers and successors in title, and personal representatives in the case of legal persons.
2.2. Unless indicated to the contrary, references to the below expressions in these Terms & Conditions and any supplementary agreements shall have the following meaning and may be used in the singular or plural as appropriate.
Appendix shall refer to the Appendix detailing the Commission Plan of the Partner as agreed with the Company. The number or letter associated with the specific Appendix title is indifferent as long as the title is Commission Plan Appendix, or any relevant title referring to the commission of the Partner and to the specificity of the Business Partnership agreed between the Parties.
Brand(s) shall refer to the words "Exfor” and/or every logo, brand name, domain name and trade name which contains these words, or shall be deceptively similar to it, and words included in the Company’s brand name or any other name or any other brand name of the Company, which the Company bear from time to time.
Client shall mean any natural or legal person having its registered or his/her personal address in one of the country accepted by the Company, referred by the Partner to the Company though the Partner Unique Exf Ltd Company No. 27018 BC 2023, registered office Suite 305, Griffith Corporate Centre, Beachmont, P.O. Box 1510, Kingstown, Saint Vincent and the Grenadines Tracking URL (or, if applicable, is connected with the Tracking URL of the Sub-Partner(s) of the Partner), successfully accepted by the Company accordingly to the Company’s Client Agreement, who holds a Live Trading Account with the Company.
Client Account shall mean the Trading Account successfully opened with the Company by a Client referred by the Partner via the Partner Tracking URL for the provision of services offered by the Company.
Commission Plan shall refer to the commission plan provided to the Partner in accordance with the Company's remuneration policy and to any other commission plan or any other remuneration plan which was agreed between the Partner and the Company and / or determined by the Company in writing as outlined in the ommission Plan Appendix (the “Appendix”) of this Agreement.
Company shall mean Exfor, a domain/brand name owned by Exf Ltd Company No. 27018 BC 2023, registered office Suite 305, Griffith Corporate Centre, Beachmont, P.O. Box 1510, Kingstown, Saint Vincent and the Grenadines
Websites: exfor.com
CRM or Customer Relationship Management (software) shall mean the system used by the Company’s employees and representatives to manage customer interactions.
Fraudulent Transaction(s) shall mean payments or payment transactions which are carried out with illegal intent, or any other action undertaken with malicious intent, in order to harm the Company or to take illegally advantage of it, regardless of whether or not actual damage has arisen, including but not limited to payments made via stolen credit cards; obfuscation, manipulation of the Services system, or other promotional misuse and the creation of fake accounts in order to generate Partner Commissions and any unauthorized use of Third-Party accounts, copyrights, trademarks and intellectual property rights of Third-Parties.
Intellectual Property shall mean but is not limited to existing and future patents, trademarks, logos, banners, creatives, design rights, brand names, commercial presentations, trade or business names, domain names, registered designs, copyright, rights applicable to computer software, rights to databases, know-how, client lists, literature, business strategies, e-books, tables, charts, trade and other business secrets of the Company.
Marketing Material shall refer to any kind of promotional and/or marketing material used to promote the Company’s products and services, including but not limited to Partner Material approved by the Company prior the distribution, Company’ logos and banners, promotional links, text links, landing pages, educational material, webinars, emails and any other material(s), including the Company’s brand names or trade names, made available by the Company to a Partner or provided by the Company to an Partner through the Partner Exf Ltd Company No. 27018 BC 2023, registered office Suite 305, Griffith Corporate Centre, Beachmont, P.O. Box 1510, Kingstown, Saint Vincent and the Grenadines Area or though the Partner Section or Partner Dedicated Page on the Company’s website or made accessible to a Partner by the Company in any other ways for the purposes of this Agreement.
Page or Webpage shall refer to the Company’s official website and any other online page and/or website and/or platform which belongs to the Company and or to website occasionally operated or controlled by the Company or by the Company’s assignee, subsidiaries or Partner, as well as any corresponding page via which a Client opens a Client account and/or obtains access to the Company’s Services.
Partner shall mean a natural or legal person, who has entered into a business relationship under the General Partner Terms & Conditions with the Company for the referral of new Clients to the Company.
Partner Account shall refer to the personal account successfully opened by a Partner with the Company, after completing the online registration procedure and has been fully verified and approved by the Company
Partner Area shall mean the Partner interface area (or backend) where Partner can login in order to consult their personal data, business profile, statistics, register sub-partner, complete/update their personal and payment profile, and access the Company’s promotional, advertising and/or marketing materials.
Partner Commission shall mean the remuneration due/received for the provided Partner Services, calculated in accordance with the Company’s system data and in compliance with the contractual provisions and Commission Plan Appendix.
Partner Tracking URL shall refer to a unique hyperlink allocated to each Partner that allow the identification of the Partner’s activities and calculate the Partner’s monthly commissions.
Referred Party shall mean any natural or legal person, client(s) or sub-partner(s), who never had an existing business relationship with the Company and who has been referred by the Partner to the Company, under the terms of this Agreement.
Registered Email Address shall mean the email address entered by the Partner, Sub Partner, Master Partner or the Client, during the account opening procedure, in order to open an account with the Company. The registered email address shall be the sole and unique official address to communicate with the Partner, Sub Partner, Master Partner or the Client.
Services shall mean services provided by the Company to the Clients in accordance with its Licenses and include the provision of online CFDs services and based on the Client Agreement.
Spam shall refer to any e-mail or other electronic form(s) of communication, which the Partner send promoting, marketing or referring to the Company, the Company’s page or services in any other way from time to time, or which contains any marketing materials, our brands or trackers and breaches the Exf Ltd Company No. 27018 BC 2023, registered office Suite 305, Griffith Corporate Centre, Beachmont, P.O. Box 1510, Kingstown, Saint Vincent and the Grenadines provisions of this Agreement or any marketing material used without the prior approval of the Company.
Sub-Partner shall refer to a natural person or legal entity that the Partner introduces to the Company’s Partner network in compliance with the provisions of this Agreement to perform the same type of services as the Partner and to be bound by the terms and conditions of this Agreement and of the General Partner Terms & Conditions (and who has successfully be accepted as Partner).
Sub-Partner Commission shall mean any commission and/or fees paid to the Partner by virtue of introducing a new Partner to the Company’s Partner network and as stated in the Company's remuneration policy and agreed between the Partner and the Company.
Third Party shall mean any person or legal entity which is not a part of this Agreement, including Prospective Clients and Prospective Sub-Partner.
3.1. The Partner shall complete the online Partner Account Opening Procedure available on the Company’s Partner Portal https://exfor.com.com/ and shall accept online the General Partner Terms & Conditions.
3.2. As part of the Partner Account Opening Procedure (or Know Your Partner Procedure), the Partner shall,
including but not limited to:
3.3. The Partner agrees and understands that the Company shall not be required and may be unable under Applicable Regulations to accept a natural or legal person as a Partner until all the information and documentation requested by the Company have been validly received, marketing material approved by the Company, procedure properly and fully completed and all internal Company checks (including and without limitation anti-money laundering checks or identification tests) have been duly satisfied.
3.4. The Partner acknowledges that the Company reserves the right to impose additional due diligence requirements to accept the applicant as a Partner.
3.5. The Partner agrees and understands that his/her continuous collaboration with the Company and the Compliance Department of the Company to comply with any legal requirements is an essential element of this Agreement.
3.6. The Partner shall provide true, accurate and complete information to the Company, during the Partner Account Opening Procedure and as these may be requested from time to time, about the Partner, his/her activities, blogs, websites; social media profiles and/or any other information directly or indirectly related to the General Partner Terms & Conditions. Provision of false, inaccurate information and/or refusal to provide the requested information/documentation, the Company reserves the right to deny and/or reject the Partner application or terminate the account providing the Partner with a written notice to his/her registered email address.
3.7. Any changes in any of the provided information (both personal and commercial), the Partner shall immediately inform the Company in writing via his/her registered email address to the email communicated to the Partner within the Appendix Commission Plan (the ”Appendix”) or to the email address as communicated from time to time accordingly to the specificity of the Partnership without being asked to do so.
3.8. The Partner hereto represents that (s)he has the full right, power and authority to enter into, to be bound and to perform his/her obligations under this Agreement, without the approval or consent of any third party and confirms that (s)he is qualified under any applicable regulatory requirements to offer the services mentioned herein.
3.9. In case the Partner provides false information and/or refuses to provide the requested information/documentation or collaborate in good faith with the Company, the Company shall reserve the right to take one or more of the measures as stated in clause 6.
3.10. Upon successful completion of the Partner Account Opening Procedure, the Partner approved by the Company shall be granted a personal Access to the Partner Portal and/or to the Partner Area.
4.1. The Partner shall use means of online marketing to introduce, promote, present and/ or explain the products and services offered by the Company to prospective Clients for the conclusion of an Agreement between the Company and prospective clients, without having private contact with the prospective Clients, unless the Partner has obtained and maintain the relevant licenses and authorisations to do so.
4.2. For the purpose of this Agreement the Partner shall be entitled to:
4.3. The Partner shall not give advice and/or trading recommendation to Clients and/or to Sub-Partner, neither directly nor indirectly influence any Referred Parry with regards to her/his Trading Activity. For the avoidance of any doubt, the Partner shall indemnify the Company from any loss and/or liability arising from any such advice, recommendation, default, or neglect by the Partner.
4.4. The Partner shall not accept or receive funds from clients but must instruct the clients to send funds directly to the Company according to the Clients Agreement.
4.5. The Partner shall at any time and throughout the duration of this Agreement apply strictly the Company’s Marketing Guidelines and Code of Conduct as part of the General Partner Terms & Conditions, the failure to comply with these conditions shall lead to official warnings and conduct to the immediate termination of Exf Ltd Company No. 27018 BC 2023, registered office Suite 305, Griffith Corporate Centre, Beachmont, P.O. Box 1510, Kingstown, Saint Vincent and the Grenadines the contractual relationship between the Parties in the absence of rectification of the practices identified in violation of this Agreement, within the timeframe allowed.
4.5. The Partner shall at any time and throughout the duration of this Agreement apply strictly the Company’s Marketing Guidelines and Code of Conduct as part of the General Partner Terms & Conditions, the failure to comply with these conditions shall lead to official warnings and conduct to the immediate termination of Exf Ltd Company No. 27018 BC 2023, registered office Suite 305, Griffith Corporate Centre, Beachmont, P.O. Box 1510, Kingstown, Saint Vincent and the Grenadines the contractual relationship between the Parties in the absence of rectification of the practices identified in violation of this Agreement, within the timeframe allowed.
5.1. The Partner shall be entitled to refer to the Company a legal or natural person who may apply for participation in the Partner network (“Sub-Partner”) via the "Sub-Partner Registration Function" or the “Master Partner Function” within the Partner Area.
5.2. All the terms herein shall apply to the Partner who wishes to introduce Sub-Partner (the “Master Partner”) to the Company, where applicable.
5.3. The Partner shall introduce prospective Sub-Partners in which the latter shall refer prospective clients according to the Terms, in regards to the products and services offered by the Company from time to time.
5.4. All the terms within the General Partner Terms & Conditions regarding the referral of Clients shall apply to the referral of Sub-Partner, where applicable.
5.5. The Partner shall assist Prospective Partner on completing the online Partner account opening procedure with the Company.
5.6. The Partner shall translate documents, where needed, for the Company as well as explain to the Client the products and services offered by the Company. If applicable, the Partner shall also act as a translator between the Client and the Company.
5.7. The referred Partner shall become a Sub Partner if:
5.8. For each successful Sub Partner, the Company shall pay commission to the Master Partner for the activities of the Sub Partner according to the Master Partner’s Commission Plan and in accordance with the Remuneration Policy and Conflict of Interest Policy of the Company.
5.9. The Sub Partner Commission shall be due to the Master Partner only and if the Sub Partner fulfils the General Partner Terms & Conditions and no breach is identified, at any time during the business relationship.
5.10. The Commission shall not be due to the Partner if it comes to the attention to the Company that the Partner offers any form of monetary incentive or any other payments to potential Sub Partner without a prior written permission of the Company, and/ or attempt to insert any additions or alterations to the provisions concerning potential Sub-Partner and/or if the Partner and/ or the Sub Partner breaches the General Partner Terms and Conditions and/ or the Applicable Laws.
5.11. In the event of any dispute and/ or complaint between the Master Partner and the Sub Partner arise, the Company shall not be held responsible. However, the Company shall have the right to take one of the measures stated in clause 6. below according to the nature of the breaches /complaints.
5.12. The Master Partner acknowledges that each Sub-Partner referred by the Master Partner to the Company shall remain the Partner of the Company.
5.13. Any information about the Sub-Partner shall be the exclusive and sole property of the Company.
5.14. The business relationship between the Company and the Sub-Partner or between the Master Partner and the Company shall survive to the termination of one or the other relationship.
6.1.1. The Partner shall at any time comply with any business-related instruction, terms or directions given by the Company in relation to the Partner’s services.
6.1.2. The Partner shall fully comply with all applicable laws and regulations of his/her country of residence, country of business operations and the country of conclusion and performance of this Agreement.
6.1.3. The Partner shall obtain and/or maintain in force all necessary registrations, authorizations, consents, license(s) or government permit(s) to be able to fulfill his/her obligations under this Agreement; and whenever requested, to supply details and evidence of the Partner’s status and business and of the licensing and/or authorization requirements applicable to the Partner’s activities.
6.1.4. The Partner shall use in compliance with rules, regulations, in good faith and provide sufficient proof of ownership of any blogs and/or websites and/or social media profiles and/or of any other means existing or futures, used for his/her promotional/marketing activities as these may be requested from time to Exf Ltd Company No. 27018 BC 2023, registered office Suite 305, Griffith Corporate Centre, Beachmont, P.O. Box 1510, Kingstown, Saint Vincent and the Grenadines time. The Partner shall declare to the Company all means used to promote the Company’s Services at the online registration procedure stage and immediately at any time during the partnership as soon as a new or different version of the said means is used, without being asked to do so and as the case may be, upon the Company’s request without prejudice of clause 6.3.1 below.
6.2.1. The Partner shall not refer immediate family members and/or breach any of the provisions under the Company’s Conflict of Interest Policy as amended from time to time.
6.2.2. The Partner shall target and refer Clients only from the authorized countries list as provided by the Company from time to time and be aware of the Applicable Marketing Regulation and Law for the distribution of Investment Services, in particular on the distribution of CFDs products within the Targeted Countries, including rules related to risk warning and disclaimers.
6.2.3. The Company may from time to time by written notice to the Partner notify the Partner that the Partner shall not refer Clients from any particular geographic region or sector. The Referring Party shall abide by any such notice and this Agreement shall not apply to any Client (or person who might otherwise be a Referred Client) from such a geographic region or sector.
6.2.4. The Partner shall provide the Company with any information required immediately upon demand about the referred clients in order to assess risks and comply with any and all anti-money laundering or other regulatory requirements.
6.3.1. The Partner shall obtain the Company’s approval prior to uploading or using any information or functionalities as per clause 3 above “Due Diligence”. If the Partner intends to amend, alter, or modify the Company’s Information and/or functionalities and/or marketing material that were initially provided
and approved by the Company, a new approval shall be obtained by the Company before the amendments are proceeded.
6.3.2. The Partner shall restrict his/her services to the introduction and/ or referral of Clients to the Company and shall bear all establishment and operational costs and expenses for the fulfillment of this Agreement, unless otherwise determined by the Company.
6.3.3. The Partner, under no circumstances, shall use the Company’s name, logo and/or website, whether for information or educational purposes, except with the prior authorisation of the Company and only for the purpose of this Agreement.
6.3.4. The Partner shall not advertise and/or circulate to Clients or any Third Parties any written information or documentation related to the Company and its services, unless the distribution of such information and documentation has been approved in writing by the Company.
6.3.5. The Partner acknowledges and agrees that (s)he shall not register a business that includes the following words: “Exfor”. Furthermore, the Partner acknowledges that (s)he shall not be allowed to register and/or operate a domain name that includes the following words “Exfor” or any other brands or trade name as acquired by the Company from time to time.
6.3.6. The Partner using a website for promoting his/her business must include its Company or its Group Company’s information, risk disclaimer, privacy policy, terms of use and any other information as required by laws and regulations for the protection of the consumers or any other national rules and regulations applicable to the services provided.
6.3.7. For the performance of this Agreement, the Partner shall clearly, accurately and fairly inform the prospective clients of:
6.3.8. The Partner shall not make any misleading, untrue or inaccurate statement representations or warranties to any Client and/or Third Party nor omit to state any fact or give any information to a Client and/or Third Party, the omission would make the given information being unfair, unclear and misleading.
6.3.9. The Partner shall use only approved advertising, informational, promotional, marketing materials by the Company with respect to the intellectual Property and right of the Company. The Partner shall not amend, modify or alter in any way, with minor amendment included any of the Company’s marketing materials (including but not limited to the text, information and documentation), intellectual property, brands and/or trademarks without prior informing the Company on the proposed amendment or use and receiving the company’s consent to proceed.
6.4.1. The Tracking URL, including Trackers IDs or any other Trackers provided by the Company to the Partner, shall be used only by the Partner for the performance of this Agreement
6.4.2. The Partner shall not transfer, assign, sell his/her Tracking URL to any Third Party, without prior written consent of the Company. Any violation of this provision, the Company reserves the right to apply the necessary measures, including warnings, termination or retain commission according to clause 6.6 below.
6.5.1. The Partner shall at all the time maintain ethical practices, high standard of business and conduct its business in such manner so as to reflect favorably the Company.
6.5.2. The Partner shall at all the time protect the reputation of the Company, including but not limited to its employees, directors, and associates. The Partner shall not do any act that would or might damage the standing reputation of the Company.
6.5.3. The Partner shall immediately notify the Company verbally and in writing upon receipt of any prospective clients or client's complaint or threatened action realized against the Company, including its employees, directors, and its associates in connection with any alleged errors and/ or corrections and/or any other matters related to the Company, its services and products.
6.5.4. The Partner shall immediately notify the Company orally and in writing of any claims raised by any regulatory authority or national consumer body or any relevant authority body.
6.5.5. The Partner shall, throughout the duration of the Agreement and after, act in good faith at all times and shall not make any false and/or misleading representation or statements with respect to the Company and/or the Partner Program and/or the Company’s products and services and/or not engage in any other practices which may affect adversely the image, credibility or the reputation of the Company and its services.
If the Company has reasonable suspicion that the Partner has committed an act in violation of any of the General Partner Terms & Conditions and/or of non-compliance with the provisions herein and/or act in breach of applicable laws and regulations, the Company reserves the right, at its sole discretion including but not limited to:
7.1. The Partner shall warrant the Company that all information provided regarding prospective Clients and/ or Sub Partner, during the performance of the Services shall be accurate and reliable and shall not contain any false or misleading or unlawful data.
7.2. The Partner shall warrant the Company that (s)he shall only solicit Clients (and any other persons who may require the Services) and provide the Services appropriately, professionally and lawfully with respect to the applicable legal standards (including any laws referring to the content or nature of the particular services), in compliance with all laws and regulatory rules of any relevant jurisdiction andwith all the General Partner Terms & Conditions in every aspect.
7.3. The Partner shall warrant the Company, acknowledge and confirm his/her awareness and full understanding of all applicable Laws, Regulation, Legal documents, authorisations, licenses, limitations, agreements and arrangements applicable to the General Partner Terms & Conditions, including but not limited to the requirements stated in clause 6.1.
7.4. The Partner shall warrant the Company to be and shall continue to be duly authorized to perform this Agreement in compliance with all laws and regulatory rules applicable to it including requirements stated
in clause 6.1
7.5. If the Partner is a legal person, the Partner shall be duly organized and incorporated, validly operating in good standing under the laws of its jurisdictions and have full legal capacity to enter into this Agreement
7.6. If the Partner is a natural person, the Partner acknowledges and confirms that (s)he is of legal age (i.e. over 18 years old).
7.7. The Partner shall be solely responsible and liable for the content and the form of his/her duties including Exf Ltd Company No. 27018 BC 2023, registered office Suite 305, Griffith Corporate Centre, Beachmont, P.O. Box 1510, Kingstown, Saint Vincent and the Grenadines any promotional/marketing activities.
7.8. The above-mentioned terms shall not be limitative. The Company at its sole discretion may take action deemed necessary if any breach of any of the warranties herein and/or of the General Partner Terms & conditions is identified or reasonably suspected in additions of the measures stated in clause 6.6.
7.9. If the Partner commits a breach to this provision, the Partner shall warrant and acknowledge being personally liable towards the relevant jurisdiction and Third Parties.
8.1.1. At its sole discretion, the Company shall proceed with the account opening of Clients referred by the Partner, provided that such clients meet the qualifications and suitability standard criteria set out in the Company’s Client Agreement and in accordance with its internal policies.
8.1.2. The Company shall provide services to Clients referred by the Partner in accordance with the Company’s
Client Agreement, all the applicable legal documents available on the Company’s website and with its internal procedures and policies.
8.1.3. The Company shall, at its sole discretion, refuse to provide its services and products to any potential Client, and to close any client account at any time, in particular if the clients do not meet or stop to meet the suitability requirements.
8.2.1. All marketing and educational material, online or offline must be approved by the Compliance Department of the Company prior the Partner shall be entitled to use it and the Partner shall apply all the requested changes instructed by the Company in order for the said material to be compliant and used by the Partner
8.2.2. The Company shall monitor in accordance with its policies, the Partner’s business activities, blogs,
websites, social media profile, or any other website, page, channel, social media associated with the Partners, any existing or future method used to communicate with potential clients and to promote the Company’s services and products.
8.2.3. The Company shall inspect and conduct any due diligence it may require from time to time, without limitation on means of investigation.
8.2.4. The Company shall diligently supervise the activities of the Partner, to comply with the Company’s Terms Exf Ltd Company No. 27018 BC 2023, registered office Suite 305, Griffith Corporate Centre, Beachmont, P.O. Box 1510, Kingstown, Saint Vincent and the Grenadines as well as local regulations or any other regulations as deemed to be applied.
8.2.5. The Company shall at any time, review the Partner’s location of promotional/marketing material and approve the use of the Partner’s URL Links.
8.2.6. The Company may require that the Partner changes the location or use of such material in order to comply with the applicable regulatory framework and the General Partner Terms & Conditions.
8.2.7. Any breached identified following a compliance check and/or Mystery Check and/ or and/or ongoing monitoring shall result including but not limited to one of the measures stated in clause 6.6.
8.2.8. The Company shall take legal action against in addition to the measures stated herein, if it is reasonably suspected or identified that the Partner is attempting or manipulating or abusing the Company’s Partnership Program by any means of fraud or misrepresentation or any other kind of form of abuse or manipulation.
8.2.9. The Company shall have the right to request a detailed report on discharge of the Partner’s Obligations under this Agreement and on the progress and results of services provided by the Partner
8.3.1. All prospects or Sub Partner or Client’s data shall remain exclusively the property of the Company
8.3.2. Unless otherwise expressly foreseen in writing, the Partner shall not acquire any rights to data of any kind,
generated, collected, or processed for the performance of this Agreement or in any other way
8.4.1. The Company shall provide a non-exclusive license to the Partner to use trading software, forms, literature, newsletters, market reports and/or any other informational material provided to the Referring Party by the Company, in accordance with clause 12.1.
8.4.2. The Referring Party acknowledges that the arrangements contained in this Agreement shall be not exclusive to the Partner and that the Company may enter into similar arrangements with other persons (including competitors of the Referring Party).
9.1.1. The Partner shall acquire a right to commission only once the Partner has successfully completed the Online Partner Account Opening Procedure, has been verified and approved by the Company and has activated the Partner tracking URL
9.1.2. The Partner shall acquire a right to commission for the referred clients that have successfully registered with the Company via the Partner Tracking URL. If for any reason, the referred clients have not used the Partner URL Tracker, the Partner shall not be entitled to remuneration for the client’s activity as the client shall therefore not be considered as a Partner’s referred client. However, the said Client and / or the Partner shall be entitled to request the Company to be linked to the Partner by stating the reason why the registration was made without using the Partner URL Tracker. The request shall be sent via registered email. Upon the Company’s written approval, the Partner shall acquire a right on the said referred client’s activity generated from the date of the Company’s confirmation.
9.1.3. The Company shall have the right, at its sole discretion, to refuse or replace the Commission Plan that the Partner opted-in at the Online Partner Account Opening stage or after.
9.1.4. The Company shall pay the Partner a commission calculated as per the terms set out in the Standard Commission Plan Appendix (Appendix by default) or as negotiated and agreed between the Parties and set out in the specific Appendix (“Commission Plan”).
9.2.1. The Partner shall have access at any time from her/his Partner Portal / Dashboard including but not limited to the following information:
9.3.1. Sub Partner Commission shall be due and paid in line with the Partner’s Remuneration Plan Appendix.
9.3.2. The Master Partner shall acquire a right to commission due and payable only once the Sub-Partner(s) has/have been successfully accepted as such by the Company and after the payment to the Sub Partner is completed
9.3.3. The Master Partner Commission shall be paid at least on a monthly arrears in accordance with the Company's remuneration policy and the specific Appendix, into the Master Partner Account.
9.3.4. The Article 9.4 Payment below shall apply for the Commission due to the Master Partner. 9.4
9.4.1. The Partner commission should be paid at least on a monthly basis in accordance with the Company’s procedure and be credited on the Partner’s account
9.4.2. For administration and account security purposes, the Company shall reserve the right to restrict the frequency and/ or the commission amounts into the Partner Account within reasonable limits.
9.4.3. The Company shall at its sole discretion, impose a policy whereby a negative payment amount in one month is carried forward and deducted from the following month.
9.4.4. The minimum payout commission shall be $100 (one hundred USD). A lesser amount shall be subject to deferral to commission payouts of later months provided the cumulative amount exceeds $100 (one hundred USD).
9.4.5. All commissions are inclusive of VAT, where applicable.
9.4.6. Withdrawal methods other than bank wires will incur a fee calculated as a discretionary percentage on the
transaction value, including payment methods used subsequent to transfers to non-wallet accounts.
9.4.7. The Commission shall be calculated in USD but the Commission shall be paid in USD/EUR currency. The currency conversion shall be made on the date of the payment in accordance with the Company’s standard currency exchange policy
9.4.8. The Company shall be entitled at any time to:
10.1. This Agreement shall come into force from the day the applicant Partner has accepted this Agreement at the Online Partner Account Opening Procedure stage and shall continue in force for an indefinite period of time until terminated by either party as per clause 11.
10.2. This Agreement shall be automatically canceled if the Applicant Partner has not successfully completed the Partner Account Opening Procedure and has not been accepted as a Partner by the Company. The cancellation shall have the same consequences as the normal termination as per clause
11.
11.1.1. Either Party (the ‘Notifying Party’) shall be entitled at any time to terminate this Agreement for any reason without justification, upon giving 30 (Thirty) Business Days written notice to the other Party.
11.1.2. The Termination shall be considered effective at the business day of the notice period at midnight (the “Termination Date”).
The Company shall be entitled to terminate or suspend immediately this Agreement, without notice, in any of the following cases:
11.2.1. Partner’s Fault
11.2.2. Lack of Performance
11.5.1. Termination shall not affect accrued rights and remedies nor the continuance in force of any provision hereof which expressly or by implication shall be intended to survive termination unless those accrued rights derived from an illegal act and/or from a breach of a clause of this Agreement.
11.5.2. At the Termination Date:
12.1.1. For the duration of this Agreement, the Company grants to the Partner a limited, non-transferable, nonexclusive, revocable license to access the Company’s Partner Portal and/or site and/or Partner Area and use, within the territory of his/her activities, the Company marketing and promotional material, including but not limited to: banners, logos, creatives, content, creatives, trademarks, brands, copyright, literature in accordance with the terms of this Agreement and for the sole purpose of introducing Client(s) to the Company and/or promoting/advertising the Company’s products and services
12.1.2. Any promotional/marketing material developed or created by the Company and placed or used by the Partner, shall be owned by the Company and, except for the purposes of this Agreement, shall not be used by the Partner without the prior written consent of the Company.
12.1.3. All Intellectual Property licensed to the Partner belongs solely and exclusively to the Company and its
successors and shall not be used, transferred or assigned to a Third Party without the prior written permission by the Senior Management of the Company. Nothing in this Agreement shall confer any right of ownership in our Intellectual Property. The Company reserves all of their rights in the materials provided and all of its other proprietary rights.
12.1.4. The Partner acknowledges and agrees that he/she shall use the Intellectual Property of the Company in a lawful manner and in strict compliance with General Partner Terms & Conditions and only during the term of the cooperation between the Parties.
12.1.5. The Partner shall display any of our Intellectual Property and marketing material on his/her website(s)
(including but not limited to Social Media, Blog or any other means or method existing or future) solely for the purpose of marketing and promoting the Company’s products and services, and has been provided by the Company.
12.1.6. Upon termination of this Agreement by either party, the Partner shall return to the Company all proprietary information the Partner might have in his/her/its possession.
12.1.6. Upon termination of this Agreement by either party, the Partner shall return to the Company all proprietary information the Partner might have in his/her/its possession.
12.2.1. The partner’s personal Data
12.2.4. The referred Party’s Personal Data
12.3.1. Indemnification
The Partner hereby agrees to defend, indemnify and hold harmless the Company and any of its subsidiaries and Partners, Directors, Senior Executives, Supervisory Board members, officers, employees, agents, shareholders, and representatives from and against any claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including reasonable attorney fees or justifiable legal fees) which (directly or indirectly) stem from or arise out of:
12.3.2. Exclusion of Liability
The Company shall not accept responsibility for any act or omission of the Partner in the carrying out of the Partner’s business or otherwise.
12.3.3. Off-Sets
The Company shall be entitled to set off any claims the Company has against the Partner under the Law or under this Agreement against all the Partner’s claims for payment.
12.3.4. Force Majeure
The Partner agrees that the Company shall not be held liable for any costs, damages or losses caused by force majeure events, including, but not limited to, government restrictions, exchange or market rulings, suspension or delay of trading, war, civil disturbances, earthquakes, strikes, equipment failures, communication line failure, system failure, unauthorized access, theft or any problem, technical or other which may prevent the Partner or the Preferred Client from entering or modifying an order or prevent the Company from acting on an online instruction, or any other events or conditions beyond the Company’s control.
12.4.1. This Agreement shall be non-negotiable and overrides any previous or other agreements, arrangements, express or implied statements made by the Company unless the Company, in its sole discretion, determines that the context requires otherwise. If the Partner does not agree to be bound by the terms and conditions of this Agreement, the Partner shall cease using our services and inform the Company in writing immediately by sending an email to the email address provided to the Partner during the Partner Online Account Opening Procedure.
12.4.2. This Agreement shall not constitute a joint venture and neither Party shall be the agent of the other. The Partner shall strictly not be authorized to act as an agent, appointed representative or as any authority of
the Company. The Partner shall not make any recommendations, give advice, accept any commitment and/or guarantee and/or accept any responsibility for any matter whatsoever for or on behalf of the Company.
12.4.3. The Partner shall not without the prior express written consent of the Company assign, transfer, charge, sub-license, outsource or deal in any other manner with this agreement or any of its rights and/or liabilities under it. Any fictitious assignment, transfer, sublicense or outsource in breach of this Article shall not transfer any rights to the alleged assignee and shall be void. The Company shall be entitled, including but not limited to assign, transfer, charge, sub-license or deal in any other manner with this agreement or any of its rights and/or liabilities under it.
12.5.1. Notices
12.5.2. Official Language
This Agreement may be translated into other languages but, in the event of any inconsistency or ambiguity as to the meaning of any word or phrase in any such translation, the English version shall prevail.
12.6.1. Each party shall keep confidential all confidential and secret information of the other disclosed to it in
relation to or in the course of this Agreement and shall use them only to perform this Agreement and disclose it only to those of its employees and/or authorized representatives who have a need to know such information to perform this Agreement and no other Third Party and shall not after termination of this Agreement use or disclose any confidential information for any reason.
12.6.2. Article 12.6.1 above shall not prohibit the use or disclosure of information:
12.6.3. The Partner shall keep confidential and shall not disclose to anyone except with the prior written approval of the Company, during and subsequent to the relationship with the Company, all material information it receives during the course of business with the Company, including, but not limited to, Client information, strategies, future plans and anything else related to the business of the Company which shall be deemed as confidential.
12.7.1. The Partner acknowledges that the Company reserves the right, at any time and under its sole discretion, to unilaterally amend, modify, update, or change any of the terms of this Agreement, Addendum, Appendices or Annexes
12.7.2. All the amendments shall come into effect seven (7) business days after the announcement. It is the
Partner’s own responsibility to visit the company’s website on a regular basis in order to ensure that (s)he/it
is aware of the latest version of this Agreement.
12.7.3. In case where the Partner does not agree with the amended Agreement, (s)he/it is obliged to terminate
the Agreement by notifying the Company in writing within seven (7) business days from the date that the amended Agreement comes into effect. If the Partner does not act within the seven (7) Exf Ltd Company No. 27018 BC 2023, registered office Suite 305, Griffith Corporate Centre, Beachmont, P.O. Box 1510, Kingstown, Saint Vincent and the Grenadines day limit, his/her acceptance of the amended Agreement shall be assumed, and the terms of the amended Agreement shall apply to the Partner.
12.8.1. Each of the provisions of this Agreement is severable. Accordingly, if any provision(s) of this Agreement
is or becomes, at any time, invalid, illegal, void or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair the legality, validity or enforceability of the remaining provisions of this Agreement, which shall remain in full force and effect.
12.8.2. The Parties agree that any invalid, illegal or unenforceable provision shall be deemed to be automatically replaced by the valid, legal and enforceable provision satisfactory to any relevant competent authority that comes as close as possible to the commercial and legal effect sought by the replaced provision.
Clauses 6, 7, 9, 11,12.1, 12.3, 12.4 12.6 as well as provisions which shall be necessary for the interpretation or
implementation of this Agreement shall continue to apply even after the termination or expiry of this agreement.
12.10.1 This Agreement constitutes the entire Agreement along with the other relevant Terms as stated herein,
including but not limited the Code of Conduct, and the Marketing Guidelines constitute the inseparable
General Partner Terms & Conditions and the related consensus between the Parties regarding the object of this Agreement and supersedes all previous or subsequent verbal or written agreements or understandings between or among the Parties hereto with respect to the subject-matter of this Agreement, except for the modifications to the agreement offered by us under Article 12.7. Amendments above.
12.10.2 Each of the Parties acknowledges and agrees that the conclusion of this Agreement does not imply
any statement, declaration, guaranteed assurance, agreement, declaration of obligation, promise or assurance (whether issued intentionally or unintentionally) by any party (whether a party to this agreement or not) which is not explicitly stipulated in this agreement. Each of the Parties irrevocably and unconditionally relinquishes all claims, rights and damages which, except for this clause, it could assert in connection with the aforementioned. Nothing in this section should limit or exclude a liability for fraud.
12.10.3 The heading and titles contained in this Agreement are included for convenience only and shall not
Exf Ltd Company No. 27018 BC 2023, registered office Suite 305, Griffith Corporate Centre, Beachmont, P.O. Box 1510, Kingstown, Saint Vincent and the Grenadines limit or otherwise affect the terms of this Agreement or its interpretation
12.10.4 No Terms of this Agreement may be waived unless such waiver is in writing and signed by both Parties. No oral or implied waiver shall be recognizable.
12.11.1. The Partner accepts that this Agreement and all transactional relations between the Partner and the Company shall be deemed to have been concluded in Saint Vincent & the Grenadines and is subject to the Laws of Saint Vincent & the Grenadines and must be interpreted in accordance therewith. The Partner irrevocably agrees that the competent courts for the settlement of any disputes which may arise from this Agreement between the Parties shall be the district court(s) of Saint Vincent & the Grenadines. the Partner hereby relinquishes the right to object to the lack of territorial or subject-matter jurisdiction of a court.
12.11.2. The Parties shall conduct every effort to resolve any dispute before involving any Court and/ or Authority.
12.11.3. This Article does not deprive the Company of the right to lodge a complaint against the Partner in any
other court of jurisdiction, nor does it deprive us of the option to lodge a complaint in other jurisdictions in the event of a complaint covered by one or more jurisdictions, regardless of whether this happens at the same time, as long as that jurisdiction’s law permits it.
