Marketing CPA Program for Swissquote Ltd 

(hereinafter the “Agreement”)

between

Swissquote Ltd
Boston House
63-64 New Broad Street
London EC2M 1JJ
United Kingdom
(hereinafter "Swissquote")

and
  
Marketing CPA Program Member
(hereinafter the “Member”)
(together the “Parties”) 

 

1. Purpose of this Agreement

1.1 Swissquote hereby grants the Member with, subject to the terms and conditions set forth herein, a revocable, non-exclusive, non-transferable, non-sub-licensable and worldwide limited right to display on the website operated by the Member (hereinafter the “Website”) the Swissquote name, logo and other marketing material (hereinafter the “Marketing Material”) that Swissquote makes available to the Member on a dedicated platform (hereinafter the “Platform”) for the sole purpose of redirecting from the Website potential clients to the Swissquote’s website via the Tracking URL(s) (hereinafter the “Tracker ID”) assigned to the Member by Swissquote.


1.2 This Agreement is valid for the Website only and as long as the Member is the owner of the Website. Should the Member not be the owner of the Website anymore, it shall inform Swissquote immediately. Prior to signing this Agreement, the Member shall provide Swissquote with the Internet address of the Website.

 

2. Duties of the Member related to the Marketing Material

2.1 The Member acknowledges and agrees that the Marketing Material is protected by intellectual property laws and regulations and contains in particular Swissquote’s registered trademarks.

2.2 Except as explicitly permitted herein, nothing in this Agreement should be construed as granting any licence or right to the Marketing Material or other intellectual property belonging to Swissquote. All such rights are reserved to Swissquote. 

2.3 Unless otherwise approved in advance in writing by Swissquote, the Member shall not use, modify or change (e.g. framing) any Marketing Material. 

2.4 In case the Member wants to make modifications to the Marketing Material, the Member shall submit a sample of the modified Marketing Material to Swissquote for its review and approval. The amended Marketing Material may be used by the Member only upon receiving the explicit written approval by Swissquote, which may be granted or denied in Swissquote’s sole discretion. In the event such approval is granted, the Member accepts that any right, title and interest to the amended Marketing Materials shall remain with Swissquote. 

2.5 The Member shall in no event use the Marketing Materials in another way than described in this Agreement. Using the Marketing Materials in emails, search engine marketing, display advertising, or social media, without the prior written consent of Swissquote is expressly forbidden. 

2.6 The Member shall hold all the required licences in order to use the Marketing Material on the Website and shall ensure that its activities thereto shall not directly or indirectly, in general or in a specific case, lead or contribute to Swissquote being held in violation of any rules, in particular the ones regarding cross-border activities. The Member will be solely responsible for the content and manner of its activities. 

 

3. Other obligations of the Member

3.1 The information presented on the Website shall be true and not misleading. 

3.2 The Website shall in particular not present information that could be deemed as illegally targeting prospects from abroad (e.g. by adding country flags or languages on the Website). 

3.3 The Member must adopt the highest standards of business conduct and conduct its activities in a professional and proper manner. 

3.4 The Member shall in particular refrain from:
a) targeting in any manner (e.g. through its website(s), by email, during events) a country or resident of the countries refused or removed by Swissquote. For the avoidance of doubt, Swissquote reserves the right, in its sole and absolute discretion, to refuse, modify, add or remove, at any time, any country targeted by the Member;
b) engaging, directly or indirectly, in conducts that Swissquote, in its sole and absolute discretion, deems to be illegal, improper, unfair or otherwise adverse to the operation or reputation of Swissquote or any of its affiliates;
c) engaging in any illegal activity of any type, including but not limited to displaying illegal content on the Website or mailing or offering any illegal good or service through the Website;
d) operating or promoting content on the Website that is politically oriented, defamatory, obscene, abusive, violent, bigoted, racist, hate-oriented, illegal, pornographic, related to gambling or link to a website that contains or promotes such content;
e) engaging in indiscriminate or unsolicited commercial advertising emails;
f) unauthorised use of any third party’s intellectual property;
g) offering any individual or entity, whether directly or indirectly, in exchange of becoming client of Swissquote any kind of arrangement for payment or portion of the Commission (as defined below), or any other incentive which may be considered at the sole discretion of Swissquote to be a ‘fee sharing arrangement’, ‘rebate’, or ‘soft dollar’ commission between the Member and the Client of Swissquote;
h) operating websites that are similar or compete with Swissquote or engaging in a business that would otherwise result in the Member competing with Swissquote or any of its affiliates;
i) any activities that could result in Swissquote having to require a licence due to the Member’s activities and/or could result in Swissquote coming into conflict with UK and/or foreign standards.

 

3.5 The Member shall operate in full compliance with all applicable laws and regulations. In particular, the Member shall fully comply with UK and foreign rules regarding cross-border activities, data protection, anti-money laundering, anti-bribery and anti-corruption laws and regulations, and not engage in any activity, practice or conduct which would constitute a tax evasion facilitation offence under any applicable law.

 

3.6 The Member shall, at its own expense, ensure that it complies with and assists Swissquote to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data (e.g. implementation of adequate disclaimers), including (without limitation) (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and any successor legislation; and (ii) for so long as and to the extent that the law of the EU has legal effect in the UK, the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable EU regulation relating to privacy. This clause is in addition to, and does not reduce, remove or replace, the Member’s obligations arising from such requirements.

 

3.7 The Member acknowledges and agrees that it has no authority to legally bind Swissquote in relation to a user who has clicked through to Swissquote’s website from the Website (hereinafter the „User“), other users or anyone else and that it has not been appointed. The Member is not the agent or employee of Swissquote for any purpose. The Member agrees that it shall not make any representation or commitment to anyone about Swissquote, Swissquote’s websites or any of the products or services available to be received via Swissquote’s websites or trading platforms.

 

4. Fees and commissions
4.1 Swissquote shall pay to the Member a one-off commission (hereinafter the “Commission”) as set forth and agreed upon in the commission plan (the “Commission Plan”), separately provided in writing and forming part of this Agreement, if all of the following conditions are satisfied:
a) the User is a resident of a country neither refused, nor removed by Swissquote; and
b) the User opens an account and becomes a client of Swissquote (hereinafter the “Client”); and
c) the Client is not already client of Swissquote including through registration under a different name or through a different identity; and
d) the Client has made a money deposit of at least EUR 1,000 (or its equivalent in any other currency); and
e) the Client has traded no less than five (5) lots with Swissquote.

 

4.2 The Member shall not be entitled to any commission, fee or remuneration other than the Commission.

 

4.3 For the avoidance of doubt, Swissquote reserves the right, in its sole and absolute discretion, to change, modify, add or remove, at any time, any rate or other criteria set out in the Commission Plan. The Member understands and acknowledges that Swissquote may do so by posting that information online on Swissquote’s website or by any other means of communication it deems appropriate.

 

4.4 Unless otherwise agreed upon between the Parties, Swissquote shall pay the Commission to the Member by means of one monthly payment of all Commissions that have fallen due in the respective month. If the Member wishes to contest the calculation of the Commissions, he shall give notice to Swissquote accordingly in writing or by email within 30 days of receiving the payment. Once this period has expired, the calculation shall be deemed approved.

 

4.5 The Member shall bear all costs and expenses of any nature whatsoever incurred in connection with this Agreement. Under no circumstances shall Swissquote be liable hereunder for any amounts other than the Commission.

 

5. Relations of the Parties
This Agreement does not in any way create a relationship of principal and agent, franchise, joint venture, employment or proxy between the Parties. IN THIS RESPECT, THE MEMBER WARRANTS THAT IT WILL NEVER PRESENT ITSELF, OR GIVE THE IMPRESSION THAT IT IS ACTING, AS AN EMPLOYEE OF SWISSQUOTE OR AN EXCLUSIVE PARTNER OF SWISSQUOTE OR A SUBSIDIARY OR BRANCH OR ANY OTHER TYPE OF COMPANY BELONGING TO SWISSQUOTE. THE MEMBER WARRANTS THAT SWISSQUOTE WILL NOT BE PERCEIVED AS ACTING THROUGH THE MEMBER BY THE RELEVANT AUTHORITIES IN THE COUNTRIES TARGETED BY THE MEMBER.

 

6. Liability

6.1 If out of or in connection with acts or omissions of the Member, a User, an authority or third parties should raise complaints with or claims against Swissquote, or a procedure is opened in which Swissquote is in any way involved, the Member undertakes to hold Swissquote harmless from, and keep it indemnified for, all damages and costs, including costs of legal representation and of litigation. The Member undertakes to support Swissquote upon request in legal proceedings against a User. 

6.2 The Member shall be liable to Swissquote for any and all direct or indirect damages of material or immaterial nature caused by or in connection with the wilful or negligent breach of obligations under this Agreement. 

6.3 The Member shall hold Swissquote harmless of any damages that it may suffer due to the Member’s behaviour.

 

7. Confidentiality
The Member undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of Swissquote or of any member of the group of companies to which Swissquote belongs, except as permitted by this Agreement. For the avoidance of doubt, any information falls within the meaning of confidential information unless Swissquote informs the Member of the contrary.

 

8. Duration and Termination

8.1 This Agreement shall commence on the date the Member indicates its acceptance of this Agreement (the “Effective Date”) and shall remain in force unless otherwise terminated as provided in this Clause 8. A Party may terminate this Agreement on giving not less than 7 days' written notice to the other Party.

8.2 Swissquote may terminate this Agreement with immediate effect, at any time, without notice and without prejudice to any other remedies. 

8.3 Under reservation of the Member’s duties under article 6, in the event that the Member commits a breach of any term of this Agreement, provides misleading information to Swissquote or fails to comply with an instruction of Swissquote, Swissquote shall have the right, at is sole discretion and in addition to any other right or remedy available to it under this Agreement or any applicable law to (i) render the Tracker ID assigned to the Member inoperative and/or (ii) immediately block the Member’s access to the Platform and/or (iii) deny, withhold, delay or recalculate any Commission, with no commission to the Member. 

8.4 Notwithstanding article 8.2 above, and without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate this Agreement with immediate effect, without liability to the other Party, if there is a change of ownership of the Website. 

8.5 Upon termination of this Agreement, (i) all licences and benefits granted under this Agreement shall immediately terminate, (ii) the Member shall immediately withdraw the Marketing Material from the Website and make no further use of it, and (iii) the Member shall no longer be entitled to receive any Commission with respect to any transaction.

 

9. Miscellaneous

9.1 The Member may not delegate the performance of any of its services and may not assign or otherwise transfer any of its rights under this Agreement to any third party without the prior written consent of Swissquote. 

9.2 The cooperation of the Parties under this Agreement does not create any exclusivity rights for either Party. Both the Member and Swissquote shall remain free to cooperate with other banks or brokers (for the Member) respectively with other marketing providers (for Swissquote). 

9.3 Should one or more provisions of this Agreement be invalid, void or impossible to perform, this shall not affect the validity of the remaining provisions or the validity of this Agreement. The Parties shall replace invalid or void provisions or those impossible to perform with legally effective provisions which come as close as possible to the economic intention and purpose of such provisions. !

9.4 This Agreement contains the entire agreement governing the relationship of the Parties on the subject matter thereof. Any other agreement or understanding is herewith cancelled respectively shall remain without effect, until duly accepted by both Parties in the form of an amendment to this Agreement. 

9.5 Changes and amendments of this Agreement are valid only if made in writing and signed by the parties. The same applies in particular to changes of this clause. 

9.6 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 England and Wales. Each Party irrevocably agrees that the courts of England and Wales 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.

 

IN WITNESS WHEREOF, the Parties have caused their respective duly authorised representatives to execute this Agreement.

 

 


 

 

Marketing CPA Program for Swissquote Bank Ltd

 

(hereinafter the “Agreement”)

between

Swissquote Bank Ltd

Chemin de la Crétaux 33
1196 Gland, Switzerland
(hereinafter "Swissquote")

and

Marketing CPA Program Member

(hereinafter the “Member”)

(together the “Parties”)

 

1. Purpose of this Agreement

1.1 Swissquote hereby grants the Member with, subject to the terms and conditions set forth herein, a revocable, non-exclusive, non-transferable, non-sub-licensable and worldwide limited right to display on the website operated by the Member (hereinafter the “Website”) the Swissquote name, logo and other marketing material (hereinafter the “Marketing Material”) that Swissquote makes available to the Member on a dedicated platform (hereinafter the “Platform”) for the sole purpose of redirecting from the Website potential clients to the Swissquote’s website via the Tracking URL(s) (hereinafter the “Tracker ID”) assigned to the Member by Swissquote.

1.2 This Agreement is valid for the Website only and as long as the Member is the owner of the Website. Should the Member not be the owner of the Website anymore, it shall inform Swissquote immediately. Prior to signing this Agreement, the Member shall provide Swissquote with the Internet address of the Website.

 

2. Duties of the Member related to the Marketing Material

2.1 The Member acknowledges and agrees that the Marketing Material is protected by intellectual property laws and regulations and contains in particular Swissquote’s registered trademarks.

2.2 Except as explicitly permitted herein, nothing in this Agreement should be construed as granting any licence or right to the Marketing Material or other intellectual property belonging to Swissquote. All such rights are reserved to Swissquote.

2.3 Unless otherwise approved in advance in writing by Swissquote, the Member shall not use, modify or change (e.g. framing) any Marketing Material.

2.4 In case the Member wants to make modifications to the Marketing Material, the Member shall submit a sample of the modified Marketing Material to Swissquote for its review and approval. The amended Marketing Material may be used by the Member only upon receiving the explicit written approval by Swissquote, which may be granted or denied in Swissquote’s sole discretion. In the event such approval is granted, the Member accepts that any right, title and interest to the amended Marketing Materials shall remain with Swissquote.

2.5 The Member shall in no event use the Marketing Materials in another way than described in this Agreement. Using the Marketing Materials in emails, search engine marketing, display advertising, or social media, without the prior written consent of Swissquote is expressly forbidden.

2.6 The Member shall hold all the required licences in order to use the Marketing Material on the Website and shall ensure that its activities thereto shall not directly or indirectly, in general or in a specific case, lead or contribute to Swissquote being held in violation of any rules, in particular the ones regarding cross-border activities. The Member will be solely responsible for the content and manner of its activities.

 

3. Other obligations of the Member

3.1 The information presented on the Website shall be true and not misleading.

3.2 The Website shall in particular not present information that could be deemed as illegally targeting prospects from abroad (e.g. by adding country flags or languages on the Website).

3.3 The Member must adopt the highest standards of business conduct and conduct its activities in a professional and proper manner.

3.4 The Member shall in particular refrain from:

a) targeting in any manner (e.g. through its website(s), by email, during events) a country or resident of the countries refused or removed by Swissquote. For the avoidance of doubt, Swissquote reserves the right, in its sole and absolute discretion, to refuse, modify, add or remove, at any time, any country targeted by the Member;
b) engaging, directly or indirectly, in conducts that Swissquote, in its sole and absolute discretion, deems to be illegal, improper, unfair or otherwise adverse to the operation or reputation of Swissquote or any of its affiliates;
c) engaging in any illegal activity of any type, including but not limited to displaying illegal content on the Website or mailing or offering any illegal good or service through the Website;
d) operating or promoting content on the Website that is politically oriented, defamatory, obscene, abusive, violent, bigoted, racist, hate-oriented, illegal, pornographic, related to gambling or link to a website that contains or promotes such content;
e) engaging in indiscriminate or unsolicited commercial advertising emails;
f) unauthorised use of any third party’s intellectual property;
g) offering any individual or entity, whether directly or indirectly, in exchange of becoming client of Swissquote any kind of arrangement for payment or portion of the Commission (as defined below), or any other incentive which may be considered at the sole discretion of Swissquote to be a ‘fee sharing arrangement’, ‘rebate’, or ‘soft dollar’ commission between the Member and the Client of Swissquote;
h) operating websites that are similar or compete with Swissquote or engaging in a business that would otherwise result in the Member competing with Swissquote or any of its affiliates;
i) any activities that could result in Swissquote having to require a licence due to the Member’s activities and/or could result in Swissquote coming into conflict with Swiss and/or foreign standards.

3.5 The Member shall operate in full compliance with all applicable laws and regulations. In particular, the Member shall fully comply with Swiss and foreign rules regarding cross-border activities, data protection, anti-money laundering, anti-bribery and anti-corruption laws and regulations, and not engage in any activity, practice or conduct which would constitute a tax evasion facilitation offence under any applicable law.

3.6 The Member shall, at its own expense, ensure that it complies with and assists Swissquote to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data (e.g. implementation of adequate disclaimers), including (without limitation) (i) any data protection legislation from time to time in force in Switzerland including the Federal Act on Data Protection and any successor legislation and (ii) to the extent that the law of the EU has legal effect in Switzerland, the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable EU regulation relating to privacy. This clause is in addition to, and does not reduce, remove or replace, the Member’s obligations arising from such requirements.

3.7 The Member acknowledges and agrees that it has no authority to legally bind Swissquote in relation to a user who has clicked through to Swissquote’s website from the Website (hereinafter the „User“), other users or anyone else and that it has not been appointed. The Member is not the agent or employee of Swissquote for any purpose. The Member agrees that it shall not make any representation or commitment to anyone about Swissquote, Swissquote’s websites or any of the products or services available to be received via Swissquote’s websites or trading platforms.

 

4. Fees and commissions 

4.1 Swissquote shall pay to the Member a one-off commission (hereinafter the “Commission”) as set forth and agreed upon in the commission plan (the “Commission Plan”), separately provided in writing and forming part of this Agreement, if all of the following conditions are satisfied: 

 a) the User is a resident ofa country neither refused, nor removed by Swissquote; and
b) the User opens an account and becomes a client of Swissquote (hereinafter the “Client”); and
c) the Client is not already client of Swissquote including through registration under a different name or through a different identity; and
d) the Client has made a money deposit of at least USD 1,000 (or its equivalent in any other currency); and
e) the Client has traded no less than five (5) lots with Swissquote.

4.2 The Member shall not be entitled to any commission, fee or remuneration other than the Commission. 

4.3 For the avoidance of doubt, Swissquote reserves the right, in its sole and absolute discretion, to change, modify, add or remove, at any time, any rate or other criteria set out in the Commission Plan. The Member understands and acknowledges that Swissquote may do so by posting that information online on Swissquote’s website or by any other means of communication it deems appropriate. 

4.4 Unless otherwise agreed upon between the Parties, Swissquote shall pay the Commission to the Member by means of one monthly payment of all Commissions that have fallen due in the respective month. If the Member wishes to contest the calculation of the Commissions, he shall give notice to Swissquote accordingly in writing or by email within 30 days of receiving the payment. Once this period has expired, the calculation shall be deemed approved. 

4.5 The Member shall bear all costs and expenses of any nature whatsoever incurred in connection with this Agreement. Under no circumstances shall Swissquote be liable hereunder for any amounts other than the Commission.

 

5. Relations of the Parties
This Agreement does not in any way create a relationship of principal and agent, franchise, joint venture, employment or proxy between the Parties. IN THIS RESPECT, THE MEMBER WARRANTS THAT IT WILL NEVER PRESENT ITSELF, OR GIVE THE IMPRESSION THAT IT IS ACTING, AS AN EMPLOYEE OF SWISSQUOTE OR AN EXCLUSIVE PARTNER OF SWISSQUOTE OR A SUBSIDIARY OR BRANCH OR ANY OTHER TYPE OF COMPANY BELONGING TO SWISSQUOTE. THE MEMBER WARRANTS THAT SWISSQUOTE WILL NOT BE PERCEIVED AS ACTING THROUGH THE MEMBER BY THE RELEVANT AUTHORITIES IN THE COUNTRIES TARGETED BY THE MEMBER. 

 

6. Liability 

6.1 If out of or in connection with acts or omissions of the Member a User, an authority or third parties should raise complaints with or claims against Swissquote, or a procedure is opened in which Swissquote is in any way involved, the Member undertakes to hold Swissquote harmless from, and keep it indemnified for, all damages and costs, including costs of legal representation and of litigation. The Member undertakes to support Swissquote upon request in legal proceedings against a User. 

6.2 The Member shall be liable to Swissquote for any and all direct or indirect damages of material or immaterial nature caused by or in connection with the wilful or negligent breach of obligations under this Agreement. 

6.3 The Member shall hold Swissquote harmless of any damages that it may suffer due to the Member’s behaviour.

 

7. Confidentiality
The Member undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of Swissquote or of any member of the group of companies to which Swissquote belongs, except as permitted by this Agreement. For the avoidance of doubt, any information falls within the meaning of confidential information unless Swissquote informs the Member of the contrary.

 

8. Duration and Termination

8.1 This Agreement shall commence on the date the Member indicates its acceptance of this Agreement (the “Effective Date”) and shall remain in force unless otherwise terminated as provided in this Clause 8. A Party may terminate this Agreement on giving not less than 7 days' written notice to the other Party. 

8.2 Swissquote may terminate this Agreement with immediate effect, at any time, without notice and without prejudice to any other remedies. 

8.3 Under reservation of the Member’s duties under article 6, in the event that the Member commits a breach of any term of this Agreement, provides misleading information to Swissquote or fails to comply with an instruction of Swissquote, Swissquote shall have the right, at is sole discretion and in addition to any other right or remedy available to it under this Agreement or any applicable law to (i) render the Tracker ID assigned to the Member inoperative and/or (ii) immediately block the Member’s access to the Platform and/or (iii) deny, withhold, delay or recalculate any Commission, with no commission to the Member. 

8.4 Notwithstanding article 8.2 above, and without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate this Agreement with immediate effect, without liability to the other Party, if there is a change of ownership of the Website. 

8.5 Upon termination of this Agreement, (i) all licences and benefits granted under this Agreement shall immediately terminate, (ii) the Member shall immediately withdraw the Marketing Material from the Website and make no further use of it, and (iii) the Member shall no longer be entitled to receive any Commission with respect to any transaction.

 

9. Miscellaneous 

9.1 The Member may not delegate the performance of any of its services and may not assign or otherwise transfer any of its rights under this Agreement to any third party without the prior written consent of Swissquote. 

9.2 The cooperation of the Parties under this Agreement does not create any exclusivity rights for either Party. Both the Member and Swissquote shall remain free to cooperate with other banks or brokers (for the Member) respectively with other marketing providers (for Swissquote). 

9.3 Should one or more provisions of this Agreement be invalid, void or impossible to perform, this shall not affect the validity of the remaining provisions or the validity of this Agreement. The Parties shall replace invalid or void provisions or those impossible to perform with legally effective provisions which come as close as possible to the economic intention and purpose of such provisions. 

9.4 This Agreement contains the entire agreement governing the relationship of the Parties on the subject matter thereof. Any other agreement or understanding is herewith cancelled respectively shall remain without effect, until duly accepted by both Parties in the form of an amendment to this Agreement. 

9.5 Changes and amendments of this Agreement are valid only if made in writing and signed by the parties. The same applies in particular to changes of this clause. 

9.6 This Agreement is subject to Swiss law only, excluding the rules of conflicts of laws thereof. Place of performance and exclusive place of jurisdiction for any and all disputes arising out of or in connection with this Agreement, including disputes over the valid conclusion, legal effect, amendment or termination shall be the city of Gland, Switzerland.

 

IN WITNESS WHEREOF, the Parties have caused their respective duly authorised representatives to execute this Agreement.