This Affiliation Agreement (“Agreement” or “Terms of Business” or “Terms”) is made by and between:
1) Trading 212 Ltd., registered in the Bulgarian Commercial Register with the Registry Agency, with unique identification code (in Bulgarian “ЕИК”) 201659500, having its registered seat and management address at 3 Lachezar Stanchev Str., fl. 10, 1756 Sofia, Bulgaria (“the “Company”, “we”, “us””), under the trade name representing all entities performing business activities under the brand of “Trading 212” and
2) You in your capacity as an Affiliate (as defined below) (referred herein “AFFILIATE” or “You“).
Trading 212 and YOU will be referred together as “Parties”.
Trading 212 Ltd. is registered in Bulgaria (Register number 201659500). Trading 212 Ltd. is authorised and regulated by the Financial Supervision Commission (“FSC”) (License number RG-03-0237). Verification may be made on the Bulgarian Financial Supervision Commission’s website: http://www.fsc.bg/en/supervised-entities/lists/investment-firms.
Trading 212 UK Ltd. (registered in England and Wales, Register number 8590005 and authorised and regulated by the Financial Conduct Authority, Register number 609146) is a sister company of Trading 212 Ltd. is part of the Trading 212 Group, as defined below (www.trading212.com).
Trading 212 Group. is providing investment services in - Romania, Italy, Poland, Great Britain, Spain, Germany, France, Denmark, Austria, Finland, Portugal, Netherlands, Sweden, Norway, Ireland, Greece, Cyprus, Estonia, Croatia, Czech Republic, Slovenia, Slovakia, Hungary, Lithuania, Latvia, Malta, Canada and China.
Trading 212 Group would like to engage Affiliates (as defined below) for providing services related to introduction of potential clients of the Trading 212 Group.
BY CLICKING THE BOX “I have read, understood and accept these General Terms”, in the registration process YOU AGREE TO THE FOLLOWING TERMS, AS A WHOLE:
These Terms of Business represent the whole agreement between Us and the Affiliate and may be amended from time to time.
- 1. Definitions
- a. Active Trader: means, during the term of this Agreement, a distinct, unique individual, referred solely through the Tracking Link; provided that such Internet user who:
- is of or over the legal age to use investment services in the applicable jurisdiction;
- has been identified as having accessed a Site directly through the Tracking Link;
- has not been an active client of the Company or the Trading 212 before, including with a demo account or through a different user name;
- is not located in a Restricted Country;
- has agreed to and accepted the Company’s or any other Trading 212 Group’s Client Agreements;
- has successfully passed the identification, verification processes, that maybe applied by the Group, including but not limited to any KYC, AML and other checks;
- has adequately fulfilled any other qualification criteria that the Company or the Trading 212 may introduce from time to time at its sole discretion;
- has signed up for any of Trading 212 Group services and has initially deposited:
In case of leveraged commission structure: USD 100 or equivalent amount in another acceptable currency and has closed number of trades accumulating at least USD 30 / USD 20 / USD 10 spread or equivalent currency. The spread limits are varying according to the Affiliation Plan.
In case of non-leveraged commission structure: USD 600 or equivalent amount in another acceptable currency and has closed at least one trade, within the first month after his registration.
Deposit and spread amounts are subject to modifications from time to time, based on Trading 212 sole discretion, whereas You will be duly informed upon any such amendment;
and is not:
- involved in a Fraud Traffic;
- a computer generated user, such as a robot, spider, computer script or uses any other automated, artificial or fraudulent method and has answered the Company’s or any other Trading 212 company’s phone call made to such Introduced Client’s known contact details as provided in the Affiliate Participation Form;
- b. Affiliate: a third independent party (individual or legal person), acting in the course of business, who is engaged in generating leads and introduction of clients to the Company for transactions in CFDs and equities and that has successfully completed the Affiliate Participation Form, has received an Affiliate Account and Tracker ID and introduces Active Traders to the Trading 212.
- c. “Affiliate Account” means the uniquely assigned account that is created for each Affiliate. The Affiliate may use the Affiliate Account to review information about its Commissions, update its profile, select Banner(s) and/or Text Link(s). The Company reserves the right to add and/or remove any tools from the Affiliate Account at any time, at its sole and absolute discretion.
- d. “Affiliate Commission” means the amount payable to the Affiliate, in accordance with the Commissions Rate, based solely and exclusively on the Trading 212’s data and calculations as specified in the Affiliate Account.
- e. “Affiliate Participation Form” means an Affiliate Participation form located at the Site(s) for participation in the Affiliate Program. The latter forms an integral part of the present Agreement.
- f. “Affiliate Program” means the Affiliate Program, pursuant to this Agreement and as described on the Site.
- g. “Applicable Laws and Regulations”: means all laws, regulations, directives, circulars, regulatory administrative decisions, rules of any regulated market or exchange to which the Company and the Affiliate are or may be subject to from time to time, including without limitation:
- MiFID and the respective national implantation acts;
- the rules, regulations, statements of principle, directives, circulars, guidance and guidance notes issued by ESMA or of any other relevant competent authority having jurisdiction;
- (all statutory and other requirements relating to anti-money laundering and the prevention of financial crime applicable to Trading 212 Group;
- all other applicable laws and regulations of any other relevant jurisdiction.
- h. “Banner(s) and/or Text Link(s)” means any graphics, pictures, animation, artwork or text that an Affiliate uses to promote the Company’s services and/or to hyperlink Introduced Clients to the Site(s).
- i. “Commissions Rate(s)” means the Commissions Rate chosen by the Affiliate and approved by the Company based on which the Company, based on its own data, calculates Affiliate Commission.
- j. Confidential Information: means, without limitation, all tangible and intangible information and materials being disclosed to the Affiliate in connection with this Agreement, in any form or medium (and without regard to whether the information is owned by the Company or any member of the Trading 212 Group or by a third party), including but not limited to:
- i. the existence and terms of this Agreement;
ii. any information relating to:
a. the business, affairs, Clients, trading platforms, liquidity providers, data or feed providers and other vendors, plans, intentions, or marketing plans and opportunities, financial position and financial projections of the Company or of the Group; and
b. the operations, processes, product information, know-how, designs, trade secrets or software of the Company or of the Group;
iii. any information or analysis derived from Confidential Information; but not including any information
a. was available to the Affiliate on a non-confidential basis prior to disclosure by the Company; or
b. the Parties agree in writing is not confidential or may be disclosed; or
c. was publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the Affiliate (or its employees, officers, representatives or advisers).
- k. “Equities” means any share, bond or other debt instrument, gilt, investment trust, unit trust or other security or investment in respect of which We provide our clients an offer to deal with.
- l. “False, Illegal or Unapproved Marketing” means the use of confusing, misleading or blatantly untrue statements or unproven information, any other form of marketing which may contradict with applicable laws or any other information which contradicts the Marketing Guidelines and when promoting the Trading 212 services and products.
- m. “Fraud and or Toxic Traffic" means any deposits, revenues or traffic generated through illegal means and/or in bad faith to generate false Affiliate Commission and/or defraud the Trading 212, regardless of whether or not it actually causes damage to the Company or to the Trading 212. Fraud or Toxic Traffic includes, but is not limited to chargeback by an Active Trader in relation to its deposit(s); deposits generated by stolen credit cards; collusion; manipulation or abuse of the system; creation of false accounts for the purpose of generating Affiliate Commission; unauthorized use of any third-party accounts, copyrights, trademarks, intellectual property; offering or providing unauthorized incentives (financial or otherwise) to potential Active Trader either directly or indirectly (including, without limitation, the sharing by the Affiliate of the Affiliate Commission).Trading 212 shall be entitled to determine when an activity may be deemed as Fraud or Toxic Traffic, upon its sole discretion.
- n. „Intellectual Property Rights“ means without limitation patents, know-how, trademarks, rights to inventions, copyright and related rights, trade marks, business names and domain names, lists and information on any Clients, information on business or trading practices and remuneration, client incentive and loyalty schemes, commission or other similar incentive schemes for affiliates and other business partners, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
- o. “Marketing Material” means any of the websites, media buying, PPC, campaigns, social networks campaigns and/or any other form, which may be used by Affiliate in promoting the Website(s), as pre- approved by the Trading 212, in order to introduce Active Traders to Trading 212.
- p. “Payment Account” means the account detailed by the Affiliate as part of its application during the Affiliate Participation process.
- q. “Related Party(s)" means any of the following: (i) any member of Affiliate's immediate family; (ii) any individual, corporation, partnership, joint venture, trust, and any other body corporate or unincorporated organization, directly or indirectly controlling, controlled by or under common control with Affiliate.
- r. “Restricted Countries” means any of the jurisdictions/territories to which the Company or the Trading 212 do not offer services to, as detailed in the applicable Trading 212 member's Client Agreement or on its Site(s), as amended from time to time.
- s. “Spam or Unsolicited Promotions” means any SMS, emails, or any other electronic messages that are circulated by the Affiliate, directly or indirectly, including messages that are posted on social media networks, newsTrading 212s, forums, chat boards and other types of online media and which: (i) are directed at third parties who have not consented in writing in advance to receiving promotional messages from such Affiliate; (ii) contain false or misleading statements; (iii) do not truthfully identify the source or the originating IP Address from which it was sent; or (iv) do not provide the recipient with an option to easily be removed from receiving future mailings or promotions.
- t. “Tracker ID” means the unique Tracking ID provided exclusively to the Affiliate, through which Trading 212 tracks and calculates Affiliate Commission.
- u. “Tracking Link” or “Tracking URL” means the unique hyperlink that the Trading 212 provides exclusively to the Affiliate, enabling the Affiliate to refer Active Traders to the Site(s) and/or landing page(s), and enables the Trading 212 to identify the Affiliate that has referred such Active Traders for the purpose of calculating Affiliate Commission.
- v. “Trademarks” means all trademarks (registered and unregistered), service marks and logos displayed on the Site(s).
- w. “Trading 212” means the Company and any other company and its ‘parent undertakings’, ‘subsidiary undertakings’ or ‘subsidiary undertakings’ of its ‘parent undertakings’ (including their legal or contractual successors, as may be transformed from time to time).
- x. “Trading 212 Group” means Trading 212, Trading 212 UK Ltd. And any other “Related Party” as defined in the Bulgarian Commercial Act.
- y. “Trading 212 Marks” means Trademarks, trade names, service names, Banners and Text Links, marketing tools, logos of the Trading 212 and its suppliers placed on the Trading Platform or otherwise used with respect to the Trading Platform or the Site(s) by the Trading 212 and all similar proprietary rights, together with all translations, adaptations, derivations and combinations thereof, all applications, registrations and renewals in connection therewith, and all rights to corporate names, metatags and universal resource locators owned or used by the Trading 212, including without limitation the "Trading 212", “Trader.bg” and any other mark as may be used by the Trading 212, from time to time
- z. “Site(s)” or “Website(s)” means “www.Trading 212.com”, “www.trader.bg/” and any other websites and landing pages, as may be added by Trading 212, in its sole and absolute discretion, from time to time including all databases, software, domain names, infrastructure, products and services that Trading 212 markets for use by individual users to trade or practice. Trading 212 Websites includes all future versions and replacements of, and successors to the sites.
- 2. Participation in the Affiliate Program
- 2.1. In order to be eligible to participate in the Affiliate Program, any interested party must firstly accurately and truthfully complete and submit the Affiliate Participation Form (“AFP”) and accept this online Agreement (the “Candidate”). During the review of the AFP, the Company may request and in order to be approved as an Affiliate, the Candidate shall provide, full and complete, accurate, honest and to the maximum extent relevant information, requested from the Company. The Candidate shall immediately notify the Company in case of any changes within the information provided during the review of the AFP. Еmployees of the Company are not eligible to participate in the Affiliate Program.
- 2.2. The Company may request at least (and not limited to) the following documents:
- 2.2.1. In case of individuals (natural persons)
Proof of residence and proof of identity in a form satisfactory to the Company. Evidencing documents may include any of the following:
Color copy (front & back) of its International passport or an identity card or driver license, as needed.
- Proof of address:
A residential verification document (POR), displaying the Affiliate’s (or prospective Affiliate’s) full name and address. The POR must be a colour copy, and must have been issued no longer than 6 months ago. The residential verification document must be issued by a financial institution, utility company, government agency or a judicial authority and can be one of the following:
- bank statement;
- credit card statement;
- electricity bill;
- water or gas bill;
- council tax bill;
- tax letter;
- if only a P.O. box is available as residential address then a Declaration of Address should be provided or two (2) PORs issued by two (2) different institutions indicating the Affiliate’s P.O. box;
- landline telephone bill (NOT mobile telephone bills);
- television services bill;
- internet bill;
- ID document which states the address and has NOT already been used as POI and has been issued no longer than 6 months ago;
- bank reference letter;
- 2.2.2 In case of legal entities:
Affiliate should provide copies of all its statutory documents.
Documents and Data for the identification and verification of the following information:
- Registered corporate name and trading name used (if any);
- Full addresses of the registered offices and the head offices;
- Telephone numbers, fax numbers and e-mail address;
- Members of the board of directors;
- The individuals that are duly authorised to operate the Affiliate Account and to act on behalf of the Affiliate/legal person;
- The beneficial owners of private companies and public companies that are not listed in a regulated market of a European Economic Area country or a third country with equivalent disclosure and transparency requirements;
- The registered shareholders that act as nominees of the beneficial owners.
For the natural person(s) acting on behalf of the Affiliate and the natural person(s) who are the beneficial owners and the natural person(s) who exercise control over the Affiliate – all documents listed above in p. “in case of individuals (natural persons)”.
For the verification of the information listed in point 220.127.116.11 and 18.104.22.168 above the following corporate documents or similar nature corporate documents of the Affiliate/legal person should be provided:
- Certificate of Incorporation and Certificate of Good Standing;
- Certificate of Registered Office;
- Certificate of Directors and Secretary;
- Certificate of Registered Shareholders;
- Memorandum and Articles of Association;
- A resolution of the Board of Directors of the Affiliate for the opening of the Affiliate Account and granting authority to those who will operate it;
- In the cases where the registered shareholders act as nominees of the beneficial owners of the Affiliate, a copy of the trust deed/agreement concluded between the nominee shareholder and the beneficial owner, by virtue of which the registration of the shares on the nominee shareholder’s name on behalf of the beneficial owner has been agreed.
- 2.3. In addition to the above the candidate shall provide detailed description of the Affiliate’s source(s) of traffic (Digital and offline) which the Affiliate intends to use for the purposes of introducing potential Clients to the Company, including web-address of the Affiliate’s website(s) and details of any offline media or other activities operated by the Affiliate (“Traffic”). The Affiliate shall only obtain Traffic, including a web-site, which have been communicated and approved by the Company during the Verification Process. Where the Affiliate wishes to use additional and/or different Traffic, these shall be communicated and approved by the Company prior being used by the Affiliate for the purpose of providing the Services.
- 2.4. The Candidate (and prospective Affiliate) must supply Trading 212 with truthful, accurate and complete information and documentation, as the latter may be requested from time to time, about it and/or its activities and/or its blog and/or its website and/or its social media profile and/or any other information directly and/or indirectly related to this Agreement and notify the Trading 212 promptly in case of any changes.
- 2.5. The Candidate (and prospective Affiliate) must at all times be prepared to provide Trading 212 or anyone from its behalf with sufficient evidence for the ownership of its blog, website, social media profile or any other platform used for the marketing of Trading 212 service.
- 2.6. The Company reserves the right to perform any and all background checks, that it deems necessary. Based on all documentation and information the Company, at its sole discretion may either accept or reject the application or request from the Candidate further information documents or actions.
- 2.7. Upon completion of the verification process, the Company shall notify by e-mail the Candidate that its application has been approved and will provide the latter with a Tracker ID.
- 2.8. Pursuant to the terms of this Agreement, after the approval of the Candidate as an Affiliate, Trading 212 agrees to grant to the Affiliate a non-exclusive and non-transferable right to introduce Active Trader(s) to the Site(s), subject to the terms and conditions of this Agreement.
- 2.9. This Agreement shall not be interpreted as granting the Affiliate exclusive right(s) and/or privilege(s) and/or license(s) to promote and/or market Trading 212’s services, and the Affiliate acknowledges and agrees that the Trading 212 has the right to contract, in relation to the subject matter stated herein, with other Affiliates. The Affiliate shall have no claims to Affiliate Commission originated from Active Traders not referred solely by it.
- 3. Electronic signature and acceptance of the Agreement
- 3.1. The Affiliate understands, acknowledges and agrees with the General Terms, and that by clicking the box entitled “I have read and agreed to the Affiliation Agreement” or any similar buttons or links as may be designated by Trading 212 on the Site(s), is entering into a binding legal agreement. The Affiliate hereby agrees to waive any rights and/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.
- 4. Commencement, duration and termination
- 4.1. Commencement
This Agreement shall only take effect after:
the Affiliate has ticked the box “I have read, understood and accept these General Terms of Business” electronically; and
has received written confirmation that his Application has been approved and no amendments to the General Terms or any other documents are required.
- 4.2. Duration
The Agreement shall continue until terminated in accordance with this Agreement.
- 4.3. Termination
- 4.3.1. Trading 212 may terminate this Agreement at any time, with or without cause, by giving the Affiliate at least 5 (five) Business days’ written notice by email, in accordance with Clause 21 Notices.
- 4.3.2. In addition and without prejudice to the above, Trading 212 shall be entitled to terminate this Agreement with immediate effect upon any breach of any of the terms of this Agreement (including the Marketing Guidelines) by the Affiliate, without the need of such breach to be material and without any obligation to notify or provide the Affiliate with the time to remedy such breach.
- 4.3.3. Trading 212 may terminate the Affiliation program as a whole, whereas a notice will be published on the Site(s), whereas the Agreement will terminate automatically, without the need of any further actions, notifications or whatsoever.
This Agreement will terminate immediately and without notice if:
- the other party makes an arrangement with its creditors, cannot pay its debts when they fall due, is declared insolvent or bankrupt or has an administrator or receiver appointed;
- Affiliate fails to comply with any applicable law or regulation.
- 4.3.4. Without derogating from any other provisions of this Agreement, upon termination of this Agreement, the Affiliate shall no longer be entitled to receive any Affiliate Commission with respect to any new Active Traders and the Company reserves the right to withhold any pending Affiliate Commission for a reasonable time to ensure that the correct amount is paid.
- 4.3.5. Following the termination of this Agreement and the Company’s payment of the Affiliate Commission (if any) due at such time of termination, the Company shall be under no obligation to make any further and/or other payments to the Affiliate.
- 4.3.6. Upon termination of this Agreement for any reason, the Affiliate shall:
cease immediately the use of, and remove from all website, all Trading 212 Group Marks, Banners and Text Links to the Site(s) within seven (7) days from the notice of termination;
cease to use any of Trading 212’s Intellectual Property Rights, trade secrets and technical know-how and shall immediately cease displaying any Trading 212’s Brands and/or other Trading 212’s material on any website or otherwise;
The Affiliate shall pay Trading 212 USD 100 for each day of delay to meet its obligations above.
- 4.3.7. Any domain which contains any of Trading 212 Group Marks shall be immediately returned or transferred to Trading 212, at the Marketing Partner’s cost, upon termination of this Agreement with Affiliate for whatsoever reason. The Affiliate shall pay Trading 212 USD1,000 for each day such domain is not returned or transferred to Trading 212.
- 4.3.8. Upon termination of this agreement the Affiliate may not contact any of the Active Traders in relation to any services, which are similar to the ones provided by Trading 212 Group for a period of six months.
- 4.3.9. All costs and expenses that the Affiliate may be required to pay in relation to its obligations pursuant to these termination provisions will be bearded solely by the Affiliate and the latter will not receive any compensation for such costs and expenses.
- 4.3.10. In the event of termination or expiration of this Agreement for any reason whatsoever, no sums or other form of compensation shall be due to the Affiliate from Trading 212 by reason of goodwill, loss of future profits, reimbursed investment, severance, or any concept or in the nature of a termination indemnity.
- 5. Marketing Guidelines and Materials
- 5.1. The Company has prepared Marketing Guidelines, which set out the mandatory requirements for the Affiliates when performing its marketing obligations, pursuant to this Agreement.
- 5.2. Should the Affiliate fails to the adhere to the Marketing Guide, the Company may terminate this Agreement upon its sole discretion, without prior notice.
- 6. Provision of Tracking Link
- 6.1. Subject to the Company’s acceptance of the Candidate as an Affiliate and the continued compliance with the terms and conditions of this Agreement, the Company shall make available to the Affiliate, the Banner(s) and/or Text Link(s) which it may display on its websites. The Tracking Link will serve to identify the Affiliate as a member of the Affiliate Program and will establish a connection from its websites to the Site(s).
- 6.2. The Affiliate shall not use any other method or means to display the Banner(s) and/or Text Link(s) other than those described in this Agreement and the Marketing Guidelines.
- 6.3. The Affiliate will fully cooperate with the Company in establishing and maintaining the Banner(s) and/or Text Link(s).
- 6.4. The Affiliate shall not alter, modify and/or change and/or amend the Banner(s) and/or Text Link(s) in any way, which includes but is not limited to changing of the graphics and/or images contained in such Banner(s) and/or Text Link(s).
- 6.5. If the Company determines at its sole discretion that the Affiliate has not been using any Banner(s) and/or Text Link(s) in compliance with this Agreement and/or with any relevant laws and/or regulations, then the Company may take all necessary actions to render such Tracking Links inoperative.
- 6.6. The Affiliate shall not use the Banner(s) and/or Text Link(s) and/or promote and/or market any of the Trading 212’s Site(s), software, application or portal which infringes any right(s) of any third party, including but not limited to intellectual property rights.
- 6.7. If the Affiliate breaches and/or violates any of the clauses 9.1-9.6 (inclusive), the Company shall be entitled to terminate this Agreement immediately and withhold any Affiliate Commission generated before and/or after and/or in connection with such breach and/or violation.
- 7. Affiliate Commission
- 7.1. Commissions Rate: Subject to any applicable regulation, the Affiliate will be offered with a suitable Commissions Rate, determined by the Company, at its sole discretion.
- 7.2. This Agreement governs the general Commission per Acquisition Plan (“CPA”). The CPA envisages three categories of Affiliate’s sub-plans, based on their performance – Star Up, Grow Big, Go Expert. Detailed information on the sub-plans may be found on the Site(s).
- 7.2.1. Premium level upgrades (to Grow Big and Go Expert) are subject to Trading 212's compliance prior approval, and valid for the period of time the criteria were met. Compliance analysis and review for Your approval for such upgrade may take up to 30 days.
- 7.2.2. Grow Big level upgrade can be achieved by an Affiliate when he has introduced between 26 and 50 Active Traders in course of 30 days / one calendar month. The attributed bonus for becoming a Grow Big partner will be paid the following month.
- 7.2.3. Go Expert level upgrade can be achieved by an Affiliate when a Grow Big Affiliate has introduced more than 50 clients, each month, for more than two consecutive months. The attributed bonus for becoming a Grow Big partner will be paid within two calendar months.
- 7.2.4. Once you qualify to receive a Go Expert Affiliate bonus, we shall pay you the difference between the Go Expert Affiliate bonus and the Grow Big Affiliate bonus you received for the same quarter.
- 7.3. The Affiliate Commission for each Active Trader referred by an Affiliate to the Site(s) shall be specified on the Affiliate Account, as updated from time to time at the Company's sole and absolute discretion.
- 7.4. The Company reserves the right, at its sole and absolute discretion, to change, modify, add or remove, any Commissions Rate at any time and at its sole and absolute discretion, by sending such Affiliate a notice to such effect by e-mail.
- 7.5. The Company may negotiate and adopt different Commission Rates (e.g. revenue share model or hybrid model), which will be governed by an additional agreement.
- 7.6. In the event Affiliate does not agree to such change, it shall notify the Company by return e-mail within three (3) days of receiving such notice from the Company, and the Agreement shall terminate immediately. In the event Affiliate does not notify the Company within three (3) days from the notice, it shall be deemed as an approval by the Affiliate to such change in the Commissions Rate.
- 7.7. Without prejudice to anything in this Agreement or under applicable law, the Affiliate shall not be entitled to receive any Affiliate Commission for any Introduced Client unless and until such Introduced Client has been approved and qualified by Trading 212 as an Active Trader.
- 7.8. Unless otherwise agreed between the parties and subject to any limitations provided herein, the Affiliate’s Commission will be payable on a monthly basis. The amount due Commission will be provided to the Affiliate by e-mail and payment will be made no later than 30 days after the end of the month for which the payment is made.
- 7.9. If the Affiliate’s account possesses a balance of less than EUR 100, the Company shall be entitled to carry forward and set off such negative amount against all future Commissions, which would otherwise be payable to the Affiliate, until the negative balance is set off in full. The Company reserves the right to charge back to the Affiliate’s account any previously paid Affiliate Commission based on Active Traders that is later determined by the Company as not constituting to be Active Traders. Therefore if a customer brought by the Affiliate has committed chargeback or fraud, then the Affiliate may incur a negative commission which will be equal to the amount of commission the Affiliate had previously received for bringing the Active Trader.
- 7.10. All determinations of Active Traders and Affiliate Commissions shall be made by the Trading 212 at its sole discretion. In the event that the Affiliate disputes in good faith any portion of the Affiliate Commission to be paid, the Affiliate must submit such dispute to the Company in writing by email and in sufficient detail within five business (5) days of the date the email as in clause 7.9 above.
- 7.11. If the Affiliate does not dispute the Affiliate Commission within such period, then the Affiliate agrees that it irrevocably waives any claims based upon that invoice. In the event that the Parties are unable to resolve such payment within five business (5) days of the commencement of the Company’s receipt of notice of the dispute, then the Company’s determinations of the Active Traders and the Affiliate Commission shall govern in such dispute.
- 7.12. Without derogating from the rights of the Company under this Agreement and/or by law, if the Affiliate has an outstanding balance due to the Company under any other agreement between the Affiliate and the Company, whether or not related to the Affiliate Program, the Affiliate agrees that the Company may offset any such amounts due to the Company or any from amounts payable to the Affiliate under this Agreement.
- 7.13. Payments of Affiliate Commission shall be made directly to the Affiliate as per its preferred payment method and to the account detailed by it during the Affiliate Participation process (the “Payment Account”). Notwithstanding the above, please note that payments through PayPal, may be made by our marketing partner - Engage Lab Ltd, having a UIC 202371593. It is the Affiliate’s responsibility to ensure that the details provided by it are both accurate and complete. The Company will have no obligation whatsoever to verify the accuracy and completeness of such details. Please note that we may change our marketing partner at any time, at our sole discretion.
- 7.14. If such Payment Account details are incorrect or incomplete or the Affiliate has failed to update its details and as a result its Affiliate Commission is paid to an incorrect Payment Account, Trading 212, neither Engage Lab shall no longer be liable to the Affiliate for any such Affiliate Commission. Should the Company is not able to transfer any Affiliate Commission payment for three (3) consecutive months as a result of any incomplete or incorrect details of the Affiliate’s Payment Account or for any other reason beyond the control of the Company, the Company reserves the right to withhold any such Affiliate Commission payments and will no longer be liable to pay such Affiliate Commission. All of the above shall apply for payments made through PayPal by Engage Lab Ltd. The Company reserves the right to remove, replace and add any third party payment services providers at its own discretion.
- 7.15. The Company shall be entitled to set-off from the amount of the Affiliate Commission to be paid to the Affiliate any associated costs of the transfer of such Affiliate Commission.
- 7.16. If the Affiliate Commission generated in any calendar month is less than USD 200, such balance will be carried over and added to the next month’s Commissions. In the event that the amount of the Commissions due, does not exceed USD 200, for three consecutive months the Company is entitled to terminate the Agreement.
- 7.17. If an error is made in the calculation of the Affiliate Commission, the Company reserves the right to correct such calculation at any time and to reclaim from the Affiliate any overpayment made by the Company to the Affiliate (including, without limitation, by way of reducing future Affiliate Commission which might otherwise be due to the Affiliate from the Company, from time to time).
- 7.18. The Company reserves the right to reduce the Affiliate Commission pursuant to any reason described in this Agreement.
- 7.19. The Trading 212 reserves the right, at its own discretion, to immediately cease any or all marketing efforts in certain jurisdictions and will not be liable to pay the Affiliate any Affiliate Commission which has accrued to the Affiliate’s benefit that is attributable to such jurisdictions, without notice to the Affiliate.
- 7.20. The Affiliate shall bear its own costs in providing Services hereunder and shall be solely responsible for the payment of all its personnel, marketing, communication, administration and other overhead expenses, taxes and/or charges and/or fees and duties arising from the provision of Services pursuant to this Agreement (including on domain and other internet related payment). The Affiliate and its related parties, shall not engage in any form of facilitating tax evasion.
- 7.21. All payments hereunder and/or pursuant to any other arrangement between the Affiliate and Trading 212 are subject to risk analysis considerations and anti-money laundering procedures. Trading 212 reserves the right to demand and receive information about any Introduced Client and to assess the competency of such Introduced Client for any payments.
- 7.22. For the avoidance of any doubt, the Affiliate shall not be entitled to any payment, before all conditions, stipulated in this Agreement are met, in order for Trading 212 to qualify an Introduced Client as an Active Trader.
- 7.23. Subject to the above, Trading 212 shall be entitled a full compensation by the Affiliate for any and all payments made with respect to any Active Trader, for whom it is discovered on a later stage that does not meet the criteria, set out herein or that he was not introduced to any of the members of Trader 212 Group in accordance with this Agreement or that we have reasons to believe that the trades performed by such Active Trader were generated in contrast with the requirements for such transactions specified in the respective Trading 212 Client Agreements, General Terms or in the Agreement.
- 8. Payment Withholding / Holdover
- 8.1. Holdover for Non-Compliance. Trading 212 may, at its sole and exclusive discretion, withhold, delay or deny payment of the Fees in any of the following events: (i) Trading 212 has reason to believe that the Affiliate's activity is not in compliance with any applicable law, including, without limitation to, the CySEC Rules, FCA Rules and/or any other applicable regulator; (ii) the Company has reason to believe that the Affiliate's activity is in breach of this Agreement; (iii) the Affiliate has failed to complete any form as may be required by Trading 212 or has completed misleading or incorrect information in a form provided by Affiliate to Trading 212; (iv) the Affiliate has failed to provide any document as may be demanded by Trading 212; and/or (v) Trading 212 has been notified by any third party of the alleged infringement of property or rights (e.g. intellectual property rights) by the Affiliate or by the Affiliate's activity. Affiliate hereby irrevocably waives any claim or demand against the Company, its directors, officers, shareholders, employees in respect of such action taken by Trading 212.
- 8.2. Holdover for Fraud and or Toxic Traffic. Trading 212 may, at its sole and exclusive discretion, withhold, delay or deny payment of the Fees if Trading 212 has a reason to believe that there is a Fraud and or Toxic Traffic in the Affiliate account for up to one hundred and eighty (180) days in order to verify the relevant transactions. In the event that Trading 212 determines the activity constitutes NonQualified Traffic, Trading 212 shall recalculate or withhold the Fees accordingly and in its sole discretion. It is hereby further clarified that in any event that Trading 212 determines that the suspected transactions are in fact Fraud and or Toxic Traffic, Trading 212 shall have the right, in addition to any other right or remedy available to it under this Agreement or applicable law, to render the Link assigned to such Affiliate inoperative, to change the Affiliate’s compensation plan (including retroactively with respect to the Fraud and or Toxic Traffic) and immediately block Affiliate's access to Trading 212’s Affiliate Program, with no compensation to Affiliate. Affiliate hereby irrevocably waives any claim or demand against Trading 212, its affiliates, its directors, officers, shareholders, employees in respect of such action taken by Trading 212.
- 9. Affiliate’s Obligations Representations and Warranties
- 9.1. The Affiliate understands that the Company is authorised and regulated in the conduct of its activities and shall adhere at all times to Applicable Laws and Regulations. The Affiliate understands, accepts and agrees that it will at all times ensure that none of its actions cause any actual or potential breach of the Applicable Laws and Regulations by the Company and undertakes to cooperate with the Company in any requests aimed at achieving or enhancing the Company’s compliance with the Applicable Laws and Regulations.
- 9.2. The Affiliate undertakes that its marketing activity and/or any content to be posted and/or by Affiliates shall not be directed toward minors and/or engage in any other practices which may affect adversely the high image, credibility or reputation of Trading 212, its services and/or its Trading Platforms, including without limitation of the generality of the foregoing, promoting sexually explicit materials promotes, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities or otherwise reasonably objectionable content, include material that is in breach of and/or infringes any Intellectual Property Rights of any third party (including any material copied from third parties without their permission) and/or including any false, misleading or disparaging representations or statements with respect to the Trading Platform and/or Trading 212.
- 9.3. The Affiliate shall not publish any material which refers to the Trading Platform, Trading 212 Brands or any other name or mark owned by Trading 212 unless such publication is in compliance with Trading 212’s Marketing Guidelines. Upon request by Trading 212, the Affiliate shall immediately remove any publication referring to the Trading Platform, Trading 212 Brands or any other name or mark owned by Trading 212.
- 9.4. The Affiliate shall not copy any content from Trading 212’s Websites and/or publications and shall not post in any website and/or elsewhere, any material published in Trading 212’s Websites and/or publications. The Affiliate shall not copy any content from any other Affiliate’s websites.
- 9.5. The Links shall clearly display Trading 212’s official logo pursuant to the provisions of this Agreement. The Affiliate shall not be permitted to change Trading 212’s logos and/or banners and/or images and/or to make any use of them beyond the uses permitted hereunder. Trading 212 reserves the right to modify at any time its official logo and/or Trading 212 Brands and/or any other marketing materials, and the Affiliate agrees to modify Trading 212’s logo accordingly within 10 days of notice given by Trading 212 to the Affiliate regarding such variation (such notice shall be posted in the Affiliate’s account maintained at www.trading212partners.com).
- 9.6. The affiliate shall not to use Trading 212 Brands’ Top Level Domains as landing pages and/or use Trading 212’s and/or Trader.bg landing URL’s and/or use Trading 212’s and/or Trader.bg’s displayed URL’s.
- 9.7. In no event shall the Affiliate engage in any e-mail marketing or promotion with respect to the Trading Platform and/or Trading 212, except as expressly set forth in this Agreement or specifically agreed between the Parties. In the event that the Affiliate has an Opt-in List, the Affiliate may make a written request to Trading 212 to send e-mails regarding the offering of the Trading Platform to the individuals on the Optin List. In the event that Trading 212 approves such request in writing, the Affiliate shall comply with any and all applicable laws, rules, regulations and directives, including but not limited to those relating to e-mail marketing and “spamming”. Without limiting the generality of the foregoing, the Affiliate: (a) shall not send any e-mail regarding the Trading Platform, Trading 212 to any individual or entity that has not requested such information, and (b) shall always include “unsubscribe” information at the top and bottom of any e-mail regarding the Trading Platform, Trading 212.
- 9.8. In addition to the restrictions set forth in sections 4.5 and 4.6 above, the Affiliate shall not: (a) engage in any fax, broadcast or telemarketing and/or any other offline marketing methods with respect to the Trading Platform and/or Trading 212, (b) use Malware and/or Spyware techniques and/or Pier to Pier (P2P) distribution methods and/or Paid to Click (PTC) networks and/or doorway pages opening Trading 212 Websites inside an iframe and/or use any other aggressive advertising or marketing methods in any of its dealings relating to the Trading Platform, Trading 212.
- 9.9. Trading 212 may provide the Affiliate with copies of or access to the creative material which Trading 212 shall make available to its business partners, such creative material shall bear solely Trading 212 Brands. The creative material shall be accessible from Trading 212 partner program website (www.Trading 212partners.com). The creative materials shall be provided “as is” AND WITHOUT WARRANTY of any kind. From time to time, Trading 212 may customize material to adhere to any regulatory requirements in the territories in which it operates. The Affiliate may not amend and/or customize Trading 212’s creative material and shall display Trading 212’s creative material on the Affiliate Websites/other referral platforms solely for the purpose of marketing and promoting Trading 212’s services and/or the Trading Platform.
- 9.10. The Affiliate shall be solely responsible to any matter related to the Affiliate Websites, including with respect to the technical operation thereof and to the accuracy of the information and materials posted therein. The Affiliate undertakes that the Affiliate Websites shall not look like and/or create the impression that they are Trading 212’s Websites and that such Affiliate Websites shall not contain and/or display any information and/or materials of Trading 212 and/or the Trading 212 Brands unless the content of such information and/or materials and/or the manner in which they are displayed are in compliance with the guidelines of Trading 212. In the event that Trading 212 shall require the Affiliate to remove from the Affiliate Websites and/or any other marketing media used by the Affiliate any content related to Trading 212, the Affiliate shall immediately comply with such request and shall remove such content within not later than 24 hours from Trading 212's request. The Affiliate further undertakes not to use any domain names similar to the domain names used by Trading 212 including any domain containing any of the Trading 212 Brands.
- 9.11. Trading 212 does not assume any responsibility towards the Affiliate and/or any third party acting on such information contained in the Affiliate Websites and/or Trading 212 Websites and/or Trading Platform as to the accuracy or delay of information such as quotations, news, and charts derived from quotations.
- 9.12. The Affiliate shall be responsible to provide the Customers with all the services to be agreed between the Affiliate and the Customers and Trading 212 shall not bear any responsibility in such respect.
- 9.13. The Affiliate undertakes to cooperate with Trading 212 regarding any copyright, trademark, branding and/or domain name that appears on the Affiliate Website and/or other referral platforms and/or the Trading Platform.
- 9.14. The Affiliate shall, except as otherwise set forth in this Agreement, bear all costs and expenses incurred in connection with its activity to introduce clients, including marketing activity, marketing and promotion of trading on the Affiliate Websites and/or referral platforms and/or the Trading Platform as well as all other related operational costs and shall be responsible for any and all other payments, which may be applicable such as social insurance fees, taxes etc.
- 9.15. The Affiliate shall be responsible and liable for obtaining and maintaining of, as well as for compliance with, any and all applicable laws and regulations as may be necessary for the Affiliate’s performance of its undertakings under this Agreement, including applicable trading laws. Trading 212 shall under no circumstances be held liable for and the Affiliate shall indemnify Trading 212 against any and all claims asserted against Trading 212 by reason of the Affiliate’s and/or its business partners’ marketing and promotional activities and efforts.
- 9.16. The Affiliate hereby releases Trading 212 from any and all responsibilities for the accuracy or reliability or correctness of the information (including feeds, whether provided by Trading 212 or by any other party) presented to Leads/Customers through the Trading Platform. The Affiliate further acknowledges that it is aware that the information presented to Leads/Customers through the Trading Platform shall not infer a recommendation to enter into or refrain from entering into specific trading.
- 9.17. The Affiliate shall promptly inform Trading 212 of any information known to the Affiliate related to any Leads that may reasonably lead to a claim, demand or liability of or against Trading 212 by any third party.
- 9.18. The Affiliate agrees to indemnify, defend and hold harmless Trading 212 and its directors, officers, employees, subcontractors and agents thereof with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that the same are based upon or arises out of: (a) the Affiliate’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) any warranty, condition, representation, indemnity or guarantee relating to Trading 212 granted by the Affiliate to any Lead or other third party. In the event: (a) that the Affiliate markets or promotes Trading 212 and/or the Trading Platform to any person or entity outside of the Territory; or (b) of any breach or threatened breach of any provision of Sections 4 and/or 7 hereunder, then in addition to all other rights and remedies available to Trading 212 under this Agreement and under applicable law, Trading 212 shall have the right to: (i) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (ii) receive a prompt refund of all amounts previously paid to the Affiliate hereunder, and (iii) be indemnified for any losses, damages or liability incurred by Trading 212 in connection with such violation.
- 9.19. The Affiliate shall not represent to any prospective Clients or otherwise create an impression that such Clients are guaranteed any profits by the Company shall not make any misleading statements, represent or otherwise create an impression with the prospective Clients that CFD trading is simple or that it does not require knowledge, experience and understanding of the financial markets and instruments, shall not in any way create an impression with prospective or actual Clients (either through communication with them or otherwise) that leveraged trading in Financial Instruments offers guaranteed or risk-free returns.
- 9.20. For the avoidance of any doubt neither an Affiliate nor any of its Related Party(s) are eligible to become Active Traders under such Affiliate's Tracker ID(s) and should the Affiliate or any of its Related Party(s) do so register, Affiliate will not be eligible to receive the applicable and/or pending Affiliate Commission or any other compensation whatsoever.
- 10. Data protection
- 10.1. The Affiliate shall ensure that:
- (i) it has obtained all necessary rights and consents from third parties and any notification or consent requirements which may be required from any person in relation to or for the purposes of processing data for the purposes of providing Services in accordance with its obligations under this Agreement,
- (ii) it has complied with all other requirements under any applicable privacy and data protection laws, regulations and mandatory codes.
The Affiliate shall, upon request of the Company, provide to the Company all such documentation and information evidencing its compliance with the requirements of this Clause 10.
- 10.2. The Affiliate agrees and accepts that nothing in this Agreement creates an obligation for the Company to share any information it gathers or acquires at any stage about any Client, with the Affiliate.
- 11. Confidentiality
- 11.1. The Affiliate undertakes that it shall not at any time during this Agreement, and for a period of five (5) years after termination of this Agreement, disclose to any person any Confidential Information concerning the business, marketing strategy, affairs and Clients of the Company or clients of any member of its Group, except as permitted by Clause 11.2 below.
- 11.2. The Affiliate may disclose the Company's Confidential Information:
- (i) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Affiliate’s obligations under this Agreement. The Affiliate shall procure that its employees, officers, representatives or advisers to whom it discloses the Company’s Confidential Information comply with this Clause 11 and are bound by relevant confidentiality and professional undertakings to the Affiliate; and
- (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority
- 11.3. No Party shall use any other Party's Confidential Information for any purpose other than to perform its obligations under this Agreement.
- 11.4. All documents and other records (whether verbal, in writing, electronic or otherwise, stored in whatever mode or medium) containing Confidential Information supplied to or acquired by the Affiliate from the Company shall be returned promptly to the Company on termination of this Agreement, and no copies shall be kept. Where Confidential Information has been kept in physical, electronic or other mode of storage, the Affiliate shall return one copy to the Company and confirm to the Company that it has deleted all other copies, other than one single copy it may deem necessary to maintain to defend itself in any action in front of any court of competent jurisdiction or any governmental or regulatory authority, or the Affiliate will destroy any such documents and provide written confirmation to the Company for doing so.
- 12. Limited License & Intellectual Property
- 12.1. Subject to the terms of this Agreement, the Trading 212 grants to the Affiliate, a revocable, non-exclusive, non-transferable, non-assignable, non-sub-licensable limited right/license to display on such Affiliate's website(s) the Trading 212 Marks, the Banner(s) and/or Text Link(s) provided by the Company to the Affiliate for the sole purpose of providing a link from such Affiliate's website to the Site(s). Unless otherwise approved in advance in writing by the Company, the Affiliate may not promote, either directly or indirectly, any of the Trading 212 Marks. No framing of any webpage of any of the Site(s) is permitted either by the Affiliate or by any third party and/or Related Party acting on its behalf. The Affiliate agrees that the Company has the right to revoke the Affiliate’s license anytime by giving it written notice whereupon it shall immediately destroy or deliver up to us all Links that are in its possession.
- 12.2. The Affiliate, and/or anyone on the Affiliate’s behalf (including Related Party), shall not assert the invalidity, unenforceability, or contest the ownership of any of the Trading 212 Marks in any action and/or proceeding of whatever kind or nature, and shall not take any action that may prejudice the Trading 212's rights in the Trading 212 Marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill.
- 12.3. The Affiliate may not alter, modify, manipulate or create derivative works of the Banner(s) and/or Text Link(s) and/or any graphics, creative, copy or other materials owned by the Trading 212, or which is licensed to the Trading 212 in any way.
- 12.4. The Affiliate is only entitled to use the Banner(s) and/or Text Link(s) if it is a member in good standing of the Affiliate Program.
- 12.5. The Affiliate hereby acknowledges that it is not permitted to use the Trading 212 Marks, Banner(s) and/or Text Link(s) in any manner that is disparaging or that otherwise portrays the Trading 212 or anyone else negatively.
- 12.6. The Trading 212 reserves all intellectual property rights in the Trading 212 Marks, Banner(s) and/or Text Link(s), including, Trademarks, service marks, copyrights, patents or trade secrets provided on or through the Affiliate Program.
- 12.7. The Affiliate hereby agrees that the Trading 212 may use any suggestion, comment or recommendation provided by the Affiliate during its participation in the Affiliate Program without any obligation to compensate the Affiliate.
- 12.8. Except as explicitly permitted herein, nothing in this Agreement or on any of the Site(s), should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trading 212 Marks. All rights not expressly granted under this Agreement are reserved by the Trading 212.
- 12.9. All Introduced Clients shall be considered as clients of the Trading 212 only. The Trading 212 is the sole and exclusive owner of the database that contains the names and contact information and any other data and/or details of all Introduced Clients. The Affiliate may not try to contact and/or make contact an Introduced Client without receiving the Trading 212's written approval. If the Trading 212 reasonably believes that the Affiliate either tries to and/or does make contact with an Introduced Client without the Trading 212's written approval, the Company shall be entitled to immediately terminate this Agreement and to withhold any Affiliate Commission owed to the Affiliate at such time. Further, in the event that the Affiliate was given written approval by the Company to contact or correspond with an Introduced Client, and thereafter the Company deems that such contact or correspondence is against the interests of the Trading 212, the Company shall have the right to revoke the approval previously granted, to terminate this Agreement and to withhold any Affiliate Commission owed to the Affiliate at such time. The Affiliate further agrees that the Trading 212 may access information from or about visitors to Affiliate's website, and may use such information for any purpose.
- 13. Additional Remedies
- 13.1. In addition to any other rights and/or remedies available to the Trading 212 under this Agreement and/or under legal and/or equitable rules, unless otherwise stated herein, the Trading 212 reserves the right to withhold any past or future Affiliate Commission which have accrued or which shall accrue to the Affiliate’s benefit if:
- the Company determines that the Affiliate has breached and/or violated any term of this Agreement, and/or
- the Company receives any complaints about the Affiliate’s participation in the Affiliate Program which the Company reasonably believes that it breaches and/or violates this Agreement, and/or
- any Active Trader is later determined to have not met the requirements set forth in this Agreement.
- 13.2. Such withholding or freezing of Affiliate Commission, or charge backs for paid Affiliate Commission, will be deemed justified irrespective of whether or not such Affiliate Commission was earned as a result of such breach and/or violation.
- 13.3. In the event of a material breach and/or violation of this Agreement, and/or of any applicable laws, regulations and directives, the Company or any member of the Trading 212 reserves the right to disclose the identity and contact information of the Affiliate to any competent law enforcement agency and/or to regulatory authorities and/or to any third party that has suffered damage directly from the Affiliate’s breach and/or violation.
- 13.4. The Affiliate further acknowledges and agrees that the Company reserves the right to disclose and or provide information to any competent law enforcement agency and/or to regulatory authorities regarding the Affiliate’s identity and/or contact information and/or any other information upon request of the competent law enforcement agency and/or to regulatory authority, irrespective of whether a breach and/or violation of this Agreement, and/or any applicable laws, regulations or directives.
- 13.5. In the event that the Affiliate acts in violation and/or in breach of any term of Agreement, the Company has the right to immediately terminate this Agreement and take appropriate measures against the Affiliate, including but not limited to publishing the termination on the Company’s website(s). Moreover, provided that a termination occurs as a result of such a breach, the Affiliate acknowledges and agrees that the Company will, under regulatory obligation, disclose the said termination to CySEC, providing the Affiliate’s address of the website as well as details of the Affiliate’s identity. Furthermore, the Affiliate hereby acknowledges and agrees that they may not take any action against the Company for any losses occurred, resulting directly and/or indirectly from the disclosure to CySEC and/or for the use and/or publication of such information by CySEC, including but not limited to legal and/or other action for libel and/or defamation.
- 13.6. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the 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.
- 14. Representations and Warranties
- 14.1. The Affiliate (including its representatives, in case the Affiliate is a legal person) hereto represents that it has the full right, power, authority and capacity to enter into and be bounded by the terms and conditions of this Agreement and to fulfil its obligations under this Agreement, without the approval or consent of any other party and/or confirms that it is qualified under any applicable laws and/or regulatory requirements to offer the services that constitute the subject matter of this Agreement.
- 14.2. The Affiliate acknowledges that it is aware of the contents and understands the Trading 212’s regulatory requirements, which may be modified from time to time, and agrees to operate in accordance with the terms and conditions of this Agreement.
- 14.3. The Affiliate shall always maintain all necessary registrations, authorisations, consents and licences to be enabled to fulfil its obligations under this Agreement and shall fully comply with all applicable laws and regulations (including but not limited to financial services regulations, data protection, trademark, copyright and anti-spamming rules) applicable directly to the Affiliate and/or to the jurisdiction in which the Affiliate resides and/or carries on business.
- 14.4. The Affiliate hereby acknowledges and agrees that: (i) this Agreement imposes legal, valid, and binding obligations upon both Parties which are enforceable; (ii) the Affiliate has the authority to enter into this Agreement; (iii) the Affiliate has obtained and will maintain all necessary registrations, authorisations, approvals, consents and licences to enable the Affiliate to fulfil its obligations under this Agreement; (iv) the Affiliate fully complies with, and shall continue to fully comply with, all applicable laws, regulations and directives with regards to its participation in the Affiliate Program; (v) all the information provided by the Affiliate with regards to its application to the Affiliate Program is true and accurate; (vi) such acceptance and the performance of services/business under this Agreement and the consummation by the Affiliate of the transactions contemplated hereby will not conflict with or violate any provision of law, rule, regulation or agreement to which the Affiliate is subject to; (vii) the Affiliate has independently evaluated the desirability of marketing the Site(s) and the services contained therein.
- 15. Amendments
- 15.1. The Affiliate hereby acknowledges and agrees that the Company has the right to modify, alter or amend all or any of the terms and conditions of this Agreement at any time and at its sole discretion, by posting the modification on the Site(s) (or other URL with which we may use from time to time and which shall notify to you). If the Affiliate deems any of the abovementioned modifications, alterations or amendments as unacceptable, its only recourse is to terminate this Agreement, as applicable. The Affiliate’s continued participation in the Affiliate Program shall be deemed as confirming the Affiliate’s implied acceptance of the said modifications, alterations, or amendments.
- 15.2. Notwithstanding the aforementioned, should the Company modify this Agreement in order to comply with applicable law, regulation or directive, such modifications will be effective when the new version of the Agreement is posted online. The Affiliate’s continued participation in the Affiliate Program following such three (3) business day’s period notice shall be deemed as confirming the Affiliate’s implied acceptance of the said modifications, alterations, or amendments.
- 16. Independent Investigation
- 16.1. The Affiliate acknowledges that it has read this Agreement and agrees to all its terms and conditions and it warrants that it has independently evaluated the desirability of participating in the Affiliate Program and it is not relying on any representation, guarantee or statement other than as set forth in this Agreement.
- 17. Indemnification
- 17.1. The Affiliate hereby agrees to indemnify, defend and hold harmless the Trading 212, related entities, partners, licensors, directors, officers, employees, owners and agents (collectively the “Indemnified Parties”) against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based or arising from:
- any breach and/or violation of this Agreement on the Affiliate’s behalf, including but not limited to a breach of any representation, warranty, condition, covenant, restriction or obligation undertaken by the Affiliate herein; and/or
- any misuse of the Tracking Link(s) and/or Banner(s) and/or Text Link(s) by the Affiliate, or by a party under the Affiliate’s control; and/or
- any claim related or arising from the Affiliate’s Marketing Material, including but not limited to, the content contained on such Marketing Material.
- 18. Disclaimers
- 18.1. The Affiliate Program, the Site(s), the Affiliate Account, the Tracking Links, the Banner(s) and/or Text Link(s) and the products and services provided in connection therewith, are provided "as is". To the fullest extent permitted by applicable laws, the Trading 212 disclaims all warranties, express, implied or statutory, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement of third party proprietary rights which includes but is not limited to intellectual property rights, any warranties arising out of course of dealing, usage, or trade with respect to the Affiliate Program the Site(s), the Affiliate Account, the Tracking Links, the Banner(s) and/or Text Link(s) and the products and services provided in connection therewith. The Trading 212 does not warrant that the Affiliate Program will meet Affiliate's specific requirements or that the operation of the Affiliate Program, the Site(s), the Tracking Links, the Banner(s) and/or Text Link(s) will be completely error-free or uninterrupted.
- 18.2. In addition to the fullest extent permitted by applicable laws, in no event shall the Trading 212 be liable for any unavailability and/or inoperability of the Site(s), the Affiliate Account, the Tracking Links, the Banner(s) and/or Text Link(s) and/or any technical malfunction, computer error, corruption or loss of information, or other injury, damage or disruption of any kind.
- 18.3. Trading 212 does not make any representation that the Affiliate will earn any specific amount of Affiliate Commission.
- 19. Limitation of Liability
- 19.1. In no event shall the Company or any member of the Trading 212, nor its officers, directors, shareholders, employees, service providers or suppliers be liable for lost profits or data, or any special, incidental or consequential damages arising out of or in connection with the Site(s), Trading 212’s services, the Trading Platform, or this Agreement (however arising, including negligence), and including, without limitation, as a result of any failure or malfunction of any software, hardware, communication technology or other system. In aggregate, Trading 212’s or any member of the Trading 212 Group’s, their officers, directors, shareholders, employees, service providers and suppliers liability to the Affiliate or any third party(ies) in any circumstance is limited to the greater of:
- a) the aggregate of the fees paid by Trading 212 to Affiliate in the twelve months prior to the act or omission giving rise to liability; or
- b) USD 2,000.
- 19.2. The Trading 212's obligations under this Agreement do not constitute personal obligations of the owners, directors, officers, agents, employees, vendors or suppliers of the Site(s) other than as provided under this Agreement. In no event shall the Trading 212 be liable for any direct, indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether the Trading 212 has been aware of the possibility of such loss and/or such loss is foreseeable).
- 20. General Clauses and Miscellaneous
- 20.1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- 20.2. The Affiliate agrees that the Trading 212 shall not be subject to or bound by any Affiliate insertion order unless signed by an authorised representative of the Company or online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether Affiliate Network "clicks through" or otherwise indicates its acceptance thereof.
- 20.3. The Affiliate may not assign, transfer, mortgage, charge, subcontract, all or any part of this Agreement without our prior written consent.
- 20.4. The Company or any member of the Company Trading 212 may assign, transfer, mortgage, charge, subcontract, this Agreement at any time with notice to the Affiliate.
- 20.5. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the Parties hereto.
- 20.6. If any provision or part-provision of this 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 this agreement.
- 20.7. Each Party to this Agreement is an independent contractor in relation to the other Party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the Parties.
- 20.8. Without derogation to any other related clause included in this Agreement, any delay in exercising any rights hereunder shall not operate as a waiver of any such rights and no waiver of any default or breach or violation shall be deemed a continuing waiver or a waiver of any other breach or default.
- 20.9. All notices pertaining to this Agreement will be given by email, unless otherwise stated in this Agreement, as follows:
- by the Company to the Affiliate at the email address provided by the Affiliate on the online Affiliate Participation Form (or as subsequently updated); and
- by the Affiliate to the Company at firstname.lastname@example.org. Unless otherwise stated herein, any notice sent by email shall be deemed received on the earlier of an acknowledgement being sent or twenty-four (24) hours from the time of transmission.
- 20.10. The Affiliate may not issue any press release or other communication to the public with respect to the subject matter contained in this Agreement, the Trading 212 Marks or its participation in the Affiliate Program without the Company’s prior written consent, except as required by law or by any legal or regulatory authority.
- 20.11. This Agreement shall be governed by and construed in accordance with the laws of Cyprus without giving effect to conflicts of law principles. The Parties hereby consent to the exclusive jurisdiction of the courts of Cyprus for the settlement of any claim, dispute or matter arising out of or concerning the Affiliate Program, this Agreement and/or its enforceability and the Parties waive any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.
- 21. Notices
- 21.1. Any notice [or other communication] given to a Party under or in connection with this agreement shall be in writing and shall be: sent by emails to the address specified between the parties in the negotiation process:
- 21.2. Any notice [or communication] shall be deemed to have been received:
- 21.3. at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
- 22. Governing law
- 22.1. This agreement and any dispute or claim (including non-contractual disputes or claims) 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 Bulgaria.
- 23. Jurisdiction
- 23.1. Each party irrevocably agrees that the courts of Bulgaria shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.