Affiliate Agreement

The terms and conditions of this Affiliate Agreement are between AYONDO MARKETS LIMITED a company incorporated in England and Wales, No.03148972, registered office at 1st Floor, 7-10 Chandos Street, London, W1G 9DQ (“Ayondo”) and the Affiliate (“Affiliate”).

  1. Definitions
    Lead Customer means a customer who has connected to the Affiliate’s Website and clicked on the Ayondo Link;
    CPA means cost per acquisition;
    Ayondo Affiliation means an affiliation with Ayondo, as described in the Ayondo Website;
    Ayondo Link means a link placed on the Affiliate’s Website to the Ayondo Website;
    Ayondo Website means the website at www.ayondo.com or any other website notified by us from time to time;
    Ayondo Marks means the Ayondo trade mark, unregistered marks, trade names, logos and banners belonging to Ayondo or its associated companies;
    Lead Verification means checks and verification made by Ayondo through an identification code confirming that the Lead Customer has connected to the Ayondo Website through the Affiliate Website;
    CPA Commission means the commission payable in accordance with clause 3 below;
    Commission means any commission paid under clause 3;
    Customer Account means an account opened by Ayondo for a Lead Customer, whether a Social Trading or Trading account.
    Affiliate Website means a website on which the Affiliate has placed an Ayondo Link;
    Lead Active Customer means a Lead Customer who has opened either a Social Trading or Trading Account, or both, with Ayondo;
    Gross Round-trip Spread Income means the total spread income derived from the open and subsequent closure of a spread bet/CFD position.  This method of calculation applies only to Stock Index, Currency, Commodity and Interest Rate instruments executed on a Trading account with calculation occurring basis ayondo's standard "in-hours" spreads.
    Net Round-trip Spread Income means the net spread income (over the underlying market spread as determined by Ayondo at its absolute discretion) derived from the open and subsequent closure of a spread bet/CFD position.  This method of calculation applies to all instruments executed on a Social account and Single Stock, ETF/ETC and Cryptocurrency instruments executed on a Trading account with calculation occuring basis ayondo's standard "in-hours" spreads.
    Tier means those countries and/or territories grouped into Tier 1, Tier 2 and Tier 3 respectively, and more particularly listed on the Ayondo Website.
    Total Spread Income means the summation of Gross Round-trip Spread Income and Net Round-trip Spread income (where applicable) for all trades originating from the Lead Customer engaging in Social Trading or Trading activity.
  2. Ayondo Affiliation  
    1. Ayondo grants the Affiliate a non-exclusive, non-transferable, revocable licence a) to place an Ayondo Link on its Affiliate Website and b) to use the Ayondo Marks provided to the Affiliate, for the sole purpose of the Ayondo Affiliation.
    2. Ayondo reserves the right to change, amend or cancel the Ayondo Affiliation.
    3. Ayondo reserves the right to reject any application to join the Ayondo Affiliation for any reason whatsoever.
  3. Commission  
    1. The Affiliate will be entitled to a Commission as set out below, in the case where a Lead Customer has applied to open a live account with Ayondo, and provided only that Ayondo has carried out and is satisfied with a Lead Verification check through its CRM system:
       
      CPA Commission Model
        Tier 1Tier 2Tier 3
      Social Trading (GBP) 80 50 30
      Trading  (GBP) 240 160 80

      Tier 1 - Europe A*, Australia, New Zealand, Switzerland
      Tier 2 - Europe B**, South Africa, Hong Kong, UAE
      Tier 3 - Rest of the World

      * Austria, Belgium, Denmark, France, Germany, Italy, Luxembourg, Netherlands, Norway, Sweden, United Kingdom
      ** Cyprus, Finland, Greece, Malta, Portugal, Spain.

    2. In the case of the CPA Commission Model, the Affiliate shall not be entitled to any such commission for a Lead Active Customer until a minimum of 50% of the applicable Tier of the CPA has been generated in Total Spread Income within six months of the application date of the Customer Account.

    3. A Lead Active Customer shall not include any customer who has opened an account with Ayondo in the previous three months from the account opening date.
    4. TheAffiliatein addition shall not be entitled to Commission generally if Ayondo:  
      1. declines to open a Customer Account;
      2. terminates an existing Customer Account, and Ayondo shall not be obliged to give reasons for its decision to the Affiliate;
      3. Payment of Commission will be paid in arrears, into the Affiliate’s bank account by the 20th of the following calendar month. The Affiliate shall be provided with a monthly Commission statement.
    5. All sums payable under this Agreement shall be paid in full without any deductions (including deductions in respect of items such as income, corporation or other taxes, charges and/or duties) except where Ayondo is required by law to deduct withholding tax from sums payable to the Affiliate. If Ayondo is required by law to deduct withholding tax then it shall, and the Affiliate shall co-operate in all respects and take all reasonable steps necessary to (i) lawfully avoid making any such deductions and (ii) enable the payee to obtain a tax credit in respect of the amount withheld.
  4. Affiliate Obligations
    1. The Affiliate warrants:    
      1. that the Affiliate Website is compliant with all applicable laws and regulations including all relevant regulatory authorities;
      2. that, if a sole trader, he/she is at least 18 years of age;
      3. that the Affiliate Website does not contain material nor content which is in its very nature pornographic, immoral, racially discriminatory, criminally obscene, derogatory to Ayondo or generally;
      4. that it will only use the Ayondo Marks solely for the Ayondo Affiliation;
      5. that there shall be no cookie dropping and post view tracking;
      6. that a  stand-alone-newsletter shall only be published with Ayondo’s approval; and
      7. that no link lists will be created.
      8. that he/she will align their Lead Customer acquisition strategy with that as detailed in ayondo’s Target Market Document (as available on ayondo’s dedicated partner website and updated from time to time).
  5. Termination  
      1. Without limiting its other rights or remedies, either party may terminate this Affiliate Agreement by giving the other party 1 month’s written notice.
      2. Without limiting its other rights or remedies, Ayondo may terminate the Affiliate Agreement with immediate effect by givingwrittennotice to the Affiliate if:    
        1. the Affiliate commits a material breach of any term of the Affiliate Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
        2. the Affiliate suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
        3. the Affiliate commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors [other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party];
          a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Affiliate(being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Affiliate party with one or more other companies or the solvent reconstruction of the Affiliate;
        4. the Affiliate (being an individual) is the subject of a bankruptcy petition or order;
        5. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
        6. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
          the holder of a qualifying floating charge over the assets of the Affiliate (being a company) has become entitled to appoint or has appointed an administrative receiver;
        7. a person becomes entitled to appoint a receiver over the assets of the Affiliate or a receiver is appointed over the assets of the Affiliate;
        8. the Affiliate suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
      3. Without limiting its other rights or remedies, the Affiliate may terminate the Affiliate Agreement with immediate effect by giving written notice to Ayondo if Ayondo fails to pay any amount due under this Affiliate Agreement on the due date for payment after being notified in writing to do so.
        Any notice or other communication given to a party under or in connection with this Agreement shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
  6. Indemnity
    The Affiliate shall indemnify Ayondo against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Ayondo arising out of or in connection with any breach of the warranties and obligations contained in clause 4.
  7. Limitation on Liability
    Ayondo shall under no circumstances whatever be liable to the Affiliate, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any direct, indirect or consequential loss arising under or in connection with this Affiliate Agreement.
  8. General
    Severance: If any provision or part-provision of the Affiliate Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Affiliate Agreement. Waiver: A waiver of any right under the Affiliate Agreement or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Affiliate Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. No partnership or agency: Nothing in the Affiliate Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way. Third parties: A person who is not a party to the Affiliate Agreement shall not have any rights to enforce its terms. Governing law: This Affiliate Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (shall be governed by, and construed in accordance with the law of England and Wales. Jurisdiction: Each party irrevocably agrees that the Courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Affiliate Agreement or its subject matter or formation.
  9. Due Diligence
    It is agreed that the affiliate shall not receive any payment, or withdraw any payment from ayondo if the aforementioned affiliate has not provided the verification and identification information required. Furthermore, it is agreed that no payment abiding by this agreement may be made to any other entity other than the affiliate, and that affiliate's registered account with ayondo.