Affiliate Terms & Conditions

 

1 DEFINITIONS

• In this agreement:

“We” means Key Currency (UK) Ltd (“Key Currency”) and ‘us’ and ‘our’ shall be construed accordingly. “You” means the Introducing Broker.

“Client” means an entity that uses our foreign currency services referred to us by you or   a Contact.

“Contact” means any entity that you refer to us in accordance with the terms of this agreement that wishes to act as an Introducing Broker.

“Currency Contract” means a contract for the purchase or sale of currency made between us and the Client but not including any subsequent transactions including roll-overs or draw-downs.

“Fee Letter” means the letter between you and Key Currency, setting out the rate of commission to be paid to you by Key Currency.

“Profit” means in respect of a Currency Contract, the British pound sterling equivalent of the difference between the price of currency offered to the Client and the cost of transacting the currency which is the subject of the Currency Contract. “Introducing Broker” means any entity that agrees with Key Currency to enter into this Agreement or any similar agreement in return for commission.

“Loss” means any amount of potential Profit not realised and any further losses and costs of Key Currency as a result of a breach of contract by a Client.

“Working Days” means Monday to Friday, excluding UK public holidays.

• The “sterling equivalent” of an amount of money shall be calculated for the purposes of this agreement by the relevant sterling exchange rate as determined by Key Currency in its sole discretion.
• Words in the singular shall, where appropriate, include the plural and vice

 

2 INTRODUCTION OF BUSINESS

• You agree that, in respect of those Clients or Contacts that you refer to us, you will assist us, to the extent reasonably practicable, in obtaining such details as we may reasonably require to comply with money laundering regulations or other
• At our absolute discretion we may refuse: (a) to accept any Client or Contact without giving any reason or being liable to you for any loss whatsoever that you may suffer as a result; (b) after acceptance by us of any Client or Contact, to enter into any contract or undertake any transaction requested of us.

 

3 COMMISSION

• Subject to clause 2 we shall pay you commission at a rate as agreed.
• Where there is a Loss arising from a Currency Contract this will be offset against the Profit in respect of all other Currency Contracts.
• All commission payments will be made in Pounds Sterling or if in any other currency at a rate to be reasonably determined by Key Currency. Such payments will be made by BACS electronic transfer unless otherwise
• All commission payments are inclusive of taxes, including VAT, that may be payable on them at the time of
• The commission payable under clause 1 will be paid to you no later than the 20th Working Day of the calendar month following the month in which completion of a Currency Contract occurs, provided that the commission due to you is at least £50 in value.
• In the event of a dispute arising as to the commission paid or payable to you:

• it is the intention of both parties that any such dispute shall be settled amicably between the parties as quickly as possible between the usual points of contact of each party;
• if the dispute cannot be settled amicably in accordance with sub-clause 7(a) within five (5) Working Days such dispute shall be referred for resolution to a director of each party, or someone of equivalent status; and (c) failing resolution in accordance with

sub-clause 3.7(b), the matter shall be referred to independent accountants to be agreed between the parties, with such accountants acting as experts not arbitrators to determine the correct amounts paid or payable.

 

4 WARRANTIES AND UNDERTAKINGS

You warrant and undertake:

• that by entering into this agreement you will not be in breach of any law in any applicable jurisdiction or of any obligation to any third party;
• that you will not attempt to act as an agent or intermediary between us and any Client or Contact;
• not to open an account with us for the purpose of trading foreign currency on behalf of any third party either directly or indirectly; and
• that you shall at no time advertise or publicise any information or other material relating to us or the proposals under this agreement or use any of our trademarks or other intellectual property without our prior written approval.

 

5 AUTHORITY

• You acknowledge that you have no authority to act on our behalf in any capacity beyond that which is envisaged by this agreement and in particular you acknowledge that you

have no authority to agree commissions or rates with any existing or prospective Client or Contact.

• You shall not hold yourself out as being associated with us other than as envisaged by this agreement and, for the avoidance of doubt, nothing in this agreement shall create a partnership or establish a relationship of principal and agent between the parties. 

6 CONFIDENTIALITY

Neither party will, either during or at any time after the termination of this agreement,    divulge to any entity the nature or contents of this agreement or any information concerning the business or affairs of the other whether or not so marked as being confidential except such information as is already within the public domain or subsequently comes into the   public domain otherwise than through a breach of this clause or information that must be disclosed as a result of a legal obligation or in order to perform the obligations contained in this agreement.

7 LIABILITY

Key Currency shall not be liable to you for any costs, expenses, liabilities or losses howsoever or whensoever arising that you may incur as a result of entering into this agreement. In no circumstances shall we be liable for any loss of actual or anticipated income or profits, loss of contracts or for any special loss or damage of any kind.

8 TERMINATION

• Either party may terminate this agreement by providing thirty (30) days written notice to the other party following the initial term.
• Either party may terminate this agreement:

• if the other party is in material breach of the terms of this agreement, unless such breach is capable of remedy and it is remedied within seven (7) days of the breaching party having received written notice of such breach from the non-breaching party; or
• if, except for the purposes of a solvent amalgamation or reconstruction, either party becomes insolvent or has an administrative or other receiver, manager, trustee, liquidator, administrator or other similar official appointed in relation to its affairs or assets in whole or part or otherwise becomes unable to pay its debts as they fall due or proposes any composition or arrangement with its creditors for the payment of its debts or any analogous restructuring in any jurisdiction.

 

• In the event of termination of this agreement by either party:

• we reserve the right, at our absolute discretion, to cease or continue to deal with any Client or Contact referred to us under this agreement;
• any entitlement you may have to receive commissions under clause 1 shall continue from the date of termination of this agreement for three (3) years.
• any other rights or obligations of either party previously acquired under this agreement shall not be prejudiced.

 

10 ENTIRE AGREEMENT AND VARIATION

This agreement sets out the entire agreement and understanding of the parties with   respect to its subject matter and is in substitution of any previous written or oral agreement between the parties. Any amendment shall be in writing, signed by an authorised signatory of each party.

 

11 IMPLIED RIGHTS OF THIRD PARTIES EXCLUDED

No term of this agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party (including, for the avoidance of doubt, any Contact or Client).

 

12 NOTICES

Any notices served under this agreement shall be sent by post, fax or e-mail to the address or number as last notified by each of the parties to the other. Notices so sent shall be deemed to have been delivered in the case of:

• e-mail, on the working day following the date of sending and proof that the e-mail was sent to the correct e-mail address shall be proof of delivery;
• fax, on the working day following the date of sending and proof that the fax was successfully sent to the correct fax number shall be proof of delivery;
• post, (i) in the UK by first class delivery two Working Days after posting and proof of posting shall be proof of delivery, (ii) outside the UK by first class delivery five Working Days after posting and proof of posting shall be proof of delivery.

 

13 WAIVER

Any failure by either party to exercise any right or any delay, forbearance or indulgence by either party in exercising any right under this agreement shall not operate as a waiver of   that right nor preclude its exercise at any subsequent time or on any subsequent occasion.

 

14 SEVERABILITY

Should any provision of this agreement be deemed unenforceable or illegal, the remaining provisions will nevertheless remain in full force and effect.

 

15 LAW AND JURISDICTION

This agreement and any non-contractual obligations connected with it are governed by English law and the parties hereby submit to the jurisdiction of the courts of England. This clause shall be without prejudice to our right to pursue an action against you in any     foreign jurisdiction.