Professional Documents
Culture Documents
Partnership Agreement
Partnership Agreement
dated 2021-02-12
ServiceComsvg Ltd. incorporated and registered in Saint Vincent and the
Grenadines with company number 24275, whose registered office is at First
Flour, First Saint Vincent Bank Ltd. Building, James Street, Kingstown, St.
Vincent and the Grenadines (further "SC"); and
DEFINITIONS
For the purpose of this Agreement:
"Agreement" - means this agreement including Appendices;
"SC Website" - means SC's website located at url www.mtrading.com, its
subpages, or such other url as notified by SC from time to time to IB;
"Confidential Information" means any Information relating to any Trades or
any Customer Account or trading position; and any other information relating
to SC, its Customers (including Introduced Customers) and their business or
activities and its finances, planned products, business development, pricing,
charging and commission policies, marketing surveys and research
information whether disclosed inadvertently or otherwise by SC, its
representatives or advisers to Partner or its representatives or advisers.
Confidential Information does not include information which is or becomes
generally available to the public otherwise than as a result of disclosure,
inadvertent or otherwise, by either party (or their representatives or advisers)
contrary to their respective obligations of confidentiality hereunder;
"Customer Account" - means an account opened by a Customer with SC;
"Customer Agreement" - means the agreement between SC and a Customer
relating to its Customer Account and Trades which shall include SC's standard
terms and conditions;
"Customer" - means any present or future person who or which is a customer
of SC and has opened an account with SC for the purpose of undertaking
Trades;
"Exchange" - means any financial, stock or commodity exchange;
"Partner Fee" - means the fee or commission specified in Appendix A due to
Partner in relation to Trades for Introduced Customers;
"Intellectual Property" - shall mean any and all patents, utility models,
trademarks, service marks, trade names, logos, design rights, copyrights,
Internet domain names, database rights, rights in computer software,
inventions and know-how, and other similar proprietary rights which may
subsist in any part of the world, whether registered or not, including, where
such rights are obtained or enhanced by registration, any registration of such
rights and applications and rights to apply for such registrations;
"Introduced Customer" - means any Customer introduced to SC directly by
Partner during the continuance of the Agreement;
"Power of Attorney" - means the power of attorney executed by the
Introduced Customer in favor of Partner in a form acceptable by SC permitting
Partner to give instructions to SC in respect of Trades;
"Spamming" - Sending any e-mail with to anyone that has not requested this
particular information or has agreed to criteria this email fulfills. Sending any
e-mail with SC's name to any type of "Safe List" or through any type of "Safe
List" service. Sending any e-mail with SC's name to any type of "lead" or
"prospect" before Partner has received a request for more information from
them. Sending any e-mail with SC's name to as part of a confirmation or thank
you letter as a result of a posting to a classified ad site or a Free for All Links
site. Use of Scumware and other predatory advertising methods;
"Trade" - means a transaction on behalf of a Customer with or through SC or
transmitted to SC for execution or clearance, including but not limited to: a
future, option, contract for differences, spread or binary bet, spot or forward
contract of any kind in relation to any commodity, metal, financial instrument
(including any security), currency, interest rate, index or any combination
thereof); or any other transaction which SC and Partner agree in writing, shall
be a Trade;
"Force Majeure Event" - means any cause, event or happening preventing
either Party from performing any or all of its obligations which arises directly
and predominantly from or is directly and predominantly attributable to acts,
events, omissions or accidents beyond the reasonable control of the Party so
prevented including strikes, lock-outs or other industrial disputes (whether
involving the workforce of the party or any third party), act of God, war, riot,
civil commotion, terrorism, malicious damage, compliance with any law or
governmental order, rule, regulation or direction, accident, breakdown of plant
or machinery, fire, flood or storm, power failure or interruption or default of
suppliers or subcontractors;
"Promotional Material" - is broadly defined as any written or verbal
communication with the public that relates in any way to the solicitation of
Customers or a transaction in an existing Customer Account, including all
written or verbal material generated by SC or Partner. Promotional Material
also includes published written texts, training materials, advertisements,
research reports, correspondence to Customers, as well as market analyses,
newsletters and generally anything written that assists in the solicitation
process, whether prepared by SC, IB or any third party;
"Services" - means those financial products offered by SC; The descriptive
headings to clauses, appendices and paragraphs are inserted for convenience
only, have no legal effect, and shall be ignored in the interpretation of the
Agreement.
it has no and will obtain no proprietary interest in, or right to use, the
Intellectual Property belonging to SC;
it will not use any trademark, trade names or logos of, or which resemble
to SC's corporate identity and which would therefore be likely to confuse or
to mislead the public;
it will not alter or otherwise tamper with any trademarks, trade names,
logos, numbers or other means of identification of SC;
Partner will notify all Customers of the general nature of the referral
relationship between Partner and SC, including the fact the SC will pay Partner
a fee or commission in relation to Introduced Customer revenue. Partner
agrees that it and its employees and agents will not make any representation
to Customers regarding SC or SC's responsibilities that is inconsistent with the
terms of this Agreement.
This Agreement is being entered into solely for the benefit of the parties hereto
and their successors and permitted assigns. 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.
SC and Partner shall each be responsible for their own liabilities for applicable
taxes or fees or other liabilities to all applicable tax or governmental
authorities.
SC and Partner shall, independent of one another, supervise the activities and
training of their respective officers, employees and agents in the performance
of their functions, and neither shall be responsible for the other's officers,
employees and agents.
Except as otherwise provided in the Agreement, every notice (including any
request, demand, instructions, communication or other document) under this
Agreement shall be in writing.
it has and will continue to have legal capacity to execute and perform this
Agreement;
it he has and will maintain all licenses, recognitions, registrations,
permissions, authorizations, exemptions and memberships necessary for
the conduct of his business;
the execution and performance of this Agreement by it does not, and will
not, violate or conflict with the terms of any existing agreement or
understanding to which it is part.
Each Party warrants its compliance, as well as that of its officers, employees
and associated persons with all laws, rules and regulations to which that party
may be subject including all rules, regulations, guidelines, customs and usages
of the various professional organizations and of any self-regulating
organization to which it may be subject.
Partner will maintain compliance and supervisory procedures that are
adequate to assure compliance by Partner and its employees and agents with
applicable statutes, laws, directives or ordinances, requirements of any
government, governmental authority, regulatory agency or selfregulatory body
governing the provision of services and activities that may apply to Partner, the
Introduced Customers or any Customer Accounts and any procedures
established from time to time by SC.
Partner will not introduce to SC any person who appears on any lists of known
or suspected terrorists or terrorist organizations such as OFAC, FATF and
FINCEN, and will cooperate with SC in obtaining any information or documents
SC may reasonably request in connection with SC's compliance with any
relevant anti-money laundering legislation or any other relevant statute, law,
directive or ordinance, requirement of any government, governmental
authority, regulatory agency or self-regulatory body that may apply to Partner,
the Introduced Customers or any Customer Accounts, applicable to SC as it
may relate to Introduced Customers.
MARKETING
Partner agrees not to issue or distribute any Promotional Material, whether on
the internet or otherwise about SC without SC's express written consent. Any
Promotional Material that, directly or indirectly, promotes the services of SC
will be fair and not misleading and must include an appropriate risk warning.
In addition, any reasonable amendments to such Promotional Material
requested by SC must be complied with and materials which become out of
date must be withdrawn without delay. Partner formally undertakes to make
no other representations or statement of any nature to Customers of SC that
deviates from those defined in the Customer Agreement of SC.
Partner shall not make a personal visit or oral communication to prospective
customers in contravention of local and/or domestic laws and regulation
relating to Customer solicitation, offering of financial instruments, or any other
rules applying to marketing and Customer protection measures in specific
countries.
Any Promotional Material made and/or purchased and/or invested by Partner
for the purpose and the course of partnership activities, shall belong to SC,
regardless of the identity of the maker or purchaser of such material.
All platform patterns, as well as all advertising and communicating methods
used by Partner, will be subject to SC's approval, prior to Partner's usage.
Moreover, such includes materials already provided by SC to Partner, which
will remain being subject to SC's consent and approval prior to Partner's
implementation and/or usage.
It is the full responsibility of Partner to market SC and SC Services, as well as
any other products in a legal, ethical and honest fashion. Partner shall at all
times comply with all local and federal Spamming, fax, broadcast and
telemarketing, laws, directives and regulations. Any Partner's Promotional
Material that does not comply with applicable local, state or federal laws, is
strictly forbidden and shall be held as an unauthorized use of SC's trademark.
SC will have the full authority to cease, cancel or alter any publication or
communicating method used by Partner, whenever SC finds that such material
does not comply with SC's standards as for positioning SC's or third party's
reputation and goodwill in the market. SC shall have the full authority, at its
own discretion, to determine whether the nature of such materials sufficiently
comply with its standards, regardless to their otherwise being legally or
ethically compliant or non-compliant. Partner further agrees and warrants that
it will comply with all local, state and federal laws, directives and regulations
regarding Spamming.
SC reserves the right not to accept an applicant to become an Partner in case
the applicant intends to promote SC's Services on web sites which:
IDENTIFICATION
Partner shall provide to SC at the commencement of the Agreement copies of
any information and documents required to satisfy SC's regulatory obligations
in relation to business partners. Where there is any material change to any of
the information or documents, Partner shall provide to SC updated information
and documents.
Upon referral by Partner, SC will obtain from each Introduced Customer
information concerning the identity and creditworthiness of such Customer
consistent with SC's internal policies and applicable law, which will include
any information or documents SC reasonably requires to comply with any
applicable anti-money laundering rules.
Partner will also provide SC with:
a current list of all officers and directors as of the date of this Agreement
and, during the course of this Agreement, update this list as necessary,
and
a financial statement dated not less than three months prior to the date of
this Agreement and, during the course of this Agreement, a revised
financial statement at least annually.
SC shall have the exclusive right to defend, settle or compromise any claim or
demand instituted by a Customer (which may include an Introduced
Customer) or other third party against SC, or against Parties, arising out of or
in respect of the Agreement or the Parties' performance hereunder or any
breach of the Agreement; and to commence and maintain any action pursuant
to the rules and regulations of any regulatory authorities, or any law against a
Customer, Introduced Customer or other third party for any claim or demand
which SC, or Parties jointly, may have at any time arising out of or in respect of
any Customer Account or the performance by Partner of Partner's duties
hereunder, regardless of whether any such claim or demand gives, or may give
rise to, a right of indemnification from Partner to SC.
Partner hereby waives any and all rights it may have independently to defend,
settle or compromise any such claims or demands and agrees to use all
reasonable endeavors co-operate with SC with respect thereto, but SC may, in
its sole discretion, authorize and require Partner to defend, settle or
compromise any such claim or demand as it deems to be appropriate at the
cost, expense and liability of Partner; and to assert, settle or compromise any
such action in respect of such claims or demands and agrees to use all
reasonable endeavors to co-operate with SC with respect to the bringing,
enforcement of any such claim or demand, but SC may, in its sole discretion,
authorize and require Partner to commence and maintain such actions in
respect of any such claim or demand as it deems to be appropriate at Partner's
cost and expense. SC shall take no action to defend, settle or compromise any
claim or demand described in this clause unless and until it has discussed the
matter with Partner.
Partner is responsible for the payment of any taxes and/or charges and/or
duties paid arising from the course of its business.
SC is not responsible for providing Partner with premises, data systems,
secretarial, book-keeping or record keeping services to assist Partner in
carrying out this Agreement.
Partner will reimburse SC for all expenses actually incurred by SC to translate
any document SC deems necessary to allow Partner to conduct the business
contemplated in this Agreement, including any documents sent to Introduced
Customers.
SC will have no liability to Customers or to Partner for any advice, decision or
recommendation given or made by Partner to Customers and Partner will
indemnify SC for any loss or liability arising from any such advice,
recommendation or decision or from any delay, default or negligence by
Partner in relation to any services it provides to Introduced Customers.
the Introduced Customer has capacity to and may lawfully enter into
Trades with SC;
it is duly authorized by the Introduced Customer to provide instructions to
SC;
the Power of Attorney executed by the Introduced Customer provided to SC
is duly executed by the Introduced Customer and is valid and enforceable
in accordance with the law of the jurisdiction in which the Introduced
Customer, Partner and SC is located;
an officer or representative of Partner acting on the basis of Power of
Attorney is duly authorized by regulatory authority to act on behalf of a
Introduced Customer in connection with Trades and to give instructions to
SC.
SC's dealings with Partner ceases and Partner will return to SC all
Promotional Materials and document related to Introduced Customers and
Introduced Customers Customer Accounts;
SC will cease to pay Partner Fees from the date when the Agreement
terminates.
NON-EXCLUSIVITY
SC and Partner acknowledge that this Agreement confers no exclusive right
upon either Party to the services of the other Party. Neither party shall be
precluded by this Agreement from entering into the same or similar
agreements with other parties.
This Agreement does not prevent SC from seeking, and/or communicating
with, any prospects introduced by Partner.
During the validity of the Agreement and during the two-year period after the
expiration or termination of this Agreement, Partner shall not contact any of
Customers and Introduced Customers for the purpose of inducing them to
switch to another provider of Services.
In order to avoid conflicts of interest between various Partner, SC has the right
to limit the geographical area in which Partner may approach, introduce or
refer Customers to SC. Partner undertakes and warrants that it shall not
advertise or otherwise market SC or Services of SC by any means whatsoever
to any person or resident outside the designated geographic area.
CONFIDENTIALITY
Partner shall keep confidential any and all Confidential Information Partner
may acquire or come into the possession of as a result of or in connection with
the Agreement and shall not make use of or disclose any such Confidential
Information to any third party unless expressly permitted to do so under the
Agreement or as expressly authorized by SC in writing or pursuant to any order
of a court or regulatory body of competent jurisdiction or as otherwise required
by law provided that, before disclosing any Confidential Information to any
court or regulatory body or as otherwise required by law, Partner shall first
notify SC in writing of that requirement. In addition to any documents required
to be maintained by Partner elsewhere in the Agreement, Partner shall
maintain (and make available to SC within 1 business day of receipt of a
written request) all agreements, statements, filings or other documents
obtained by Partner when assisting an Introduced Customer in opening,
establishing or maintaining an Introduced Customer Customer Account. Such
information shall include financial statements, reports or other financial
information required to be furnished by Partner to (or required to be
maintained by) any governmental, regulatory body, regulatory authority or
Exchange.
PARTNER FEE
Partner will be entitled to an Partner Fee from SC according to Appendix A,
which is attached and forms an integral part of this Agreement.
It is agreed by both Parties that Partner Fee will be reviewed yearly by the
Parties with mutual consent on how it will be formed.
It is agreed and understood by both Parties that SC will have the absolute
right, after giving to Partner one month's notice, to change the Partner Fee of
the present Agreement before the annual revision of such by the Parties, for
reasons concerning the market spread and/or changes on the SC's pricing
policy in general.
Partner shall provide Introduced Customers with sufficient information
regarding Partner Fee. SC may at its discretion disclose to Introduced
Customers the amount of Partner Fees and other payments made to Partner
when requested by the Introduced Customer or by a court order.
The costs and fees for the wire transfers related to Partner Fee remuneration or
other payments performed in favor of Partner are to be deducted from the due
Partner Fee amount.
The payments to Partner hereunder shall terminate upon the occurrence of the
following event:
Partner's own Trades will not be included in the calculation of Partner Fees.
As security for Partner's performance of its obligations under this Agreement,
SC may request Partner to deposit with SC a security deposit in such sums as
SC may from time to time require. Said funds shall be subject to a first fixed
charge in favor of SC as security for any amounts owed by Partner to SC and
only repayable on termination of this Agreement. Upon termination of this
Agreement, SC will deduct from the amount then held on deposit any amounts
then owed to SC and any amount SC considers appropriate as a reserve
against amounts that may thereafter become due to SC under this Agreement
and will return any remaining amount to Partner.
Partner Fees paid by SC to Partner will be gross of all taxes and duties, and
Partner will be solely responsible for any taxes on such fees incurred by any
government agencies or local authorities.
STORAGE OF INFORMATION
Partner will obtain and maintain a permanent record of all relevant facts at
least until the expiry of 2 years from the date upon which this Agreement is
terminated about every Introduced Customer (including, but not limited to, the
true name and address, principal occupation or business, and financial
condition of such Customer), every order, every account, and every person
holding power of attorney over any account or guaranteeing any account
introduced by Partner to SC. Partner will also maintain the name of the person
who solicited and is responsible for each Introduced Customer.
Partner shall make available to SC for inspection within 1 business day of
receipt of such request of information by SC all documents and records held or
maintained, or required to be held or maintained by Partner under, pursuant
to, or in connection with the Agreement.
COMPLAINTS
Partner shall promptly notify SC in writing of Customer complaints (whether
written or oral), disputes and lawsuits, or any government or regulatory inquiry
concerning its business activities and will provide such additional information
concerning the nature or status of any such complaint or inquiry as SC may
reasonably request.
Partner shall then subsequently refrain from approaching any Customer on any
pretext without the specific prior written instruction of SC. Any step taken by
the Partner on its own initiative shall not be binding on SC in respect of the
Customer.
FORCE MAJEURE
If either Party is prevented from performing or delayed in the performance of
any of its obligations under the Agreement by a Force Majeure Event, that
Party shall, as soon as is reasonably practicable, serve notice in writing on the
other Party specifying the nature and extent of the Force Majeure Event and its
likely duration.
Provided the Party so prevented or delayed in performance has served notice in
accordance with preceding clause that Party shall have no liability in respect of
the nonperformance or delay in performance of such of its obligations as are
prevented by the Force Majeure Event during the continuance of such Force
Majeure Event and for such further time after it ceases as is necessary for that
Party, using all reasonable endeavors, to recommence its affected operations
in order for it to perform its obligations.
GENERAL
This Agreement sets forth the complete understanding of the Parties hereto
regarding the subject matter referred to herein, and supersedes all prior
discussions and writings between the parties.
In the event that any one or more of the provisions of the Agreement will be
held invalid, illegal, or unenforceable in any respect, such provisions will be
severed from this agreement, and the validity, legality, and enforcement of the
remaining provisions contained herein will not be affected or impaired
thereby.
Both Parties acknowledge and agree that in entering into the Agreement, it
does not rely on, and shall have no remedy in respect of, any statement,
representation, warranty or understanding (whether negligently or innocently
made) of any person (whether a party to this Agreement or not) other than as
expressly set out in the Agreement. The only rights and remedies available to a
party for breach of the warranties shall be those available at law for breach of
contract and the right of indemnification and termination under this
Agreement. Nothing in this clause does or is intended to limit either Party's
liability in respect of any statement, representation or warranty made
fraudulently.
The benefit of the Agreement and any rights of SC under the Agreement shall
be freely assignable by SC and, in the event of any such assignment, all
reference in the Agreement to SC shall be deemed to include its assigns.
The Agreement shall be binding on and shall inure for the benefit of the
successors in title of each party.
SIGNATURES
it has the power and authority to execute and deliver this Agreement and
perform its obligations hereunder;
this Agreement constitutes a legal, valid, and binding obligation of SC,
enforceable against SC in accordance with its terms;
the performance of its obligations under this Agreement will not cause it to
be in violation of any law, rule, regulation, license, or order applicable to it.
....................................................................
Name
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Signature
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Date
APPENDIX A (RevShare)
Partner fee for:
Partner Fee shall be calculated on the basis of a Revenue Share Rate equal to
30.0%, where
Partner Fee shall be calculated on the basis of a Revenue Share Rate equal to
30.0, where Revenue Share = (SC Commission Revenues + additional
commission - Bonuses/Compensations - Chargebacks and other fraud cost) x
Revenue Share Rate.
Partner may withdraw Partner Fee from the Partner's Account at any given
point in time, alternatively SC may wire transfer to Partner's bank account
Partner Fee by the 10th of every month. The monthly Partner fee is being
transferred to Partner in case a Partner had 3 active clients in Partner's group
in calendar month. If such an numbers of clients have not been accumulated,
Partner Fee will be wire transferred by the 10th of next month, given that the
Partner has at least 3 active clients.
A Partner Fee shall be due in U.S. Dollars. SC shall be free to convert any
currency received into US Dollars in order to execute the payment of Partner
Fee. Any charges incurred in the execution of this conversion shall be borne by
Partner.
Partner Fee is calculated from the moment when a Partner signs the
Agreement, however SC will start to pay Partner Fee from the month Partner
refers 10 Introduced Customers to SC accumulatively for all preceding months.
In case a Partner introduces a Second Tier Sub-Partner to SC, then SC will pay
an extra 10% of Sub - Partner's Fee.
Any trade with duration of 3 minutes or less will not be included in the
calculation of Partner fee. Duration is considered the a time between opening
and closing of a trade. All trades that were closed in the platform by the
functions «close by» or «multiple close by» will be included in the calculation
of Partner fee at the rate of 50%.
If a part of the Partner fee per one customer in excess of 70% of the total
Partner fee for one month, then fee for this client will be recalculated and will
not exceed 100% of the total amount of fee from other customers.