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1 RD-Law Partner Agreement Ver. 01.06.2015 Partner...

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1 RD-Law Partner Agreement Ver. 01.06.2015 Partner Special Program Terms and Conditions Partner name: ______________ Date: 1st of June 2015 Detailed below are the complete Terms and Conditions for participating as an Partner of UBT-GROUP, (the "Company"). By signing this document, as defined below, you explicitly agree to all the Terms and Conditions and their application upon you. 1. Parties; Definitions 1.1."Partner" – The Entity that applied for participating in the Company's Partner program (the "Program"), agreed to all these Terms and Condition and has been approved by the Company, in writing, as a participant in the Program. The Company hereby clarifies it, for the avoidance of doubt that the Company approval shall only be valid and binding if given after the submission of these signed Terms and Conditions by the Partner and the delivery of the same, signed. The Partner shall not be entitled to any payment of any sort, under any law, estimate, presumption, legal doctrine or otherwise, prior to the fulfillment of the terms above, explicitly and specifically, the execution of these Terms and Conditions with respect to the Partner, by the Company. 1.2."Company" -UBT-GROUP who is operating a forex platform, including internet and offline trading room (the "Company's Services"). The Company's website – www.ubt-group.com shall be referred to as the "Website". 1.3."Client" - A client of the Company who was introduced to the Company by the Partner that has actually deposited and traded with the Company and on the Website and was not previously listed with the Company in any way, as a client, lead, etc. 1.4.“Clearance Costs” shall include all fees paid by Company to third party companies for credit card clearance, money transfers, e-wallet, and any other payment methods, including (but not limited to) deposit fees and chargeback fees. 1.5.“Fraud Costs” shall include all costs caused to Company due to fraud attempts made by Partner clients. 1.6.“Incentives Costs” shall include all bonuses and compensations paid by Company to the Partner clients as part of the sales process. 1.7."New Active Trader" shall mean a new trader that has deposited a minimum amount of 25000$ US. 1.8."Program Policies" – Shall mean the Program Policies, which may be reasonably amended from time to time by the Company, without prior notice and at its sole discretion, as published by the Company at www.ubt-group.com, or such other URL as the Company may provide from time to time. The Program Policies shall supersede the provision of the Terms and Conditions contained in this Agreement. 2 RD-Law Partner Agreement Ver. 01.06.2015 2. Responsibilities of the Partner 2.1.The Partner will use its best efforts and shall devote reasonable amounts of its time, personnel and resources to promote and market the Website and the Company's Services, on the Internet, for referring Clients to the Company ("Leads"). It is explicitly agreed that the Partner shall be responsible for handling the Leads provided to the Company, follow up with sales efforts and refer clients to the Company. 2.2.Special Terms: The Partner shall be explicitly responsible for all obligations regarding the acquisition and recruiting of clients, providing service and support, retention, sales, marketing, et cetera, and shall maintain all resource required for the same at its own expense, including qualified personnel. The Company explicitly undertakes only to provide limited access to the Trading Platform, Website and back-office systems, and allow usage of its name, all subject to the Company's sole discretion and instructions. Nothing herein shall grant or purport to appoint the Partner as representative of the Company and/or allow it to bind the Company in any way towards third parties. 2.3.It is hereby clarified that the Company will have sole and absolute discretion with regard to the acceptance of any client of the Company and/or its contractual arrangements with the Company. The Company shall have sole discretion to refuse and/or to accept any client and/or deny service to any Client and/or change or terminate its relations with any Client without explanations. Partner shall not be entitled to any payment, commission or other consideration for unapproved or terminated New Active Trader. 2.4.The Partner undertakes to provide accurate and timely information as required by the Company to enter into these Terms and Conditions and/or to provide the Services; and observe all applicable laws, statutes, regulations, directions and codes, including without limitation, intellectual property law. 2.5.The Partner shall inform the Company immediately of any claim or complaint that may reasonably lead to a claim, demand or liability against the Company, its officers or any of the Company related entities known to the Partner. The Partner further undertakes to report as required by the Company, and to furnish any report or information required by the Company to it, including with regards to the Partner's activity, expenses, methods and performances, without limitation. 2.6.The Partner shall not give any presentation or warranty in the name of the Company and may not obligate the Company in any way or make any representation regarding the Company, without the prior written approval from the Company. 2.8.All creative and/or marketing and/or promotional materials used by the Partner, in relation to the Company, must be approved by the Company, by a written prior consent. 2.9.E-mail marketing or promotions with respect to the Company, shall be executed by the Partner with accordance to the applicable law and the commercial customary way, including any restriction regarding the use of "spamming", and enabling the use of "unsubscribe" options and interfaces. 2.10.The Partner shall not engage in any fax, broadcast or telemarketing and any other offline marketing methods with respect to the Company and/or the Company's Related Entities; shall not use Malware and/or Spyware techniques or use any other aggressive advertising or marketing methods in any of its dealings relating to the Company and/or the Company's Related Entities ; shall not make 3 RD-Law Partner Agreement Ver. 01.06.2015 any false, misleading or disparaging representations or statements with respect to the Company and/or the Company's Related Entities; shall not Engage in any other practices which may affect adversely the credibility or reputation of the Company and/or the Company's Related Entities, including but not limited to, using any Website in any manner, or having any content on any Website, that promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities or violates any intellectual property or other proprietary rights of any third party. 3. Company’s Logo and Creative 3.1.The Partner may display the Company logo, trademarks and any other creative provided by the Company (all shall be referred to as the "Creative"), on the Partner Websites, solely for the purpose of marketing and promoting the Company and the Company services during the term of these Terms and Conditions, or until such otherwise instructed by the Company. It is clarified that the Partner shall have no right to any of the Creative provided by the Company or any derivative thereof. 3.2.Any usage, display or reproduction of the company names, trademarks, service marks, logos, imagery and other content shall be done under the terms of this Agreement only and shall be subject to the terms and conditions set or amended from time to time by the Company, at its sole discretion. 4. Consideration; Term & Termination 4.1.The Partner shall be entitled to receive consideration as set forth in Schedule 1 attached hereto only. The Partner waives explicitly any claim regarding the nature of this engagement, including partnership, joint venture, finder's fees, right to profits, enrichment, and any joint rights in any Client, any business activity or the Company or otherwise. 4.1.1.Partner shall be solely liable for all costs related to the referred Clients. The Company shall not bear and shall be fully reimbursed for any Clearance costs, Incentives costs and Fraud costs, including any costs and expenses reasonably connected with the same (i.e. legal fees incurred when dealing with fraud shall be deemed reasonable Fraud Costs), incurred or spent by the Company or reasonably expected to be incurred or spent, even if not yet incurred or spent. All such costs, expenses and payments may be setoff against any payment due and payable to the Partner or otherwise payable within 14 days. Failure to setoff any payment shall not constitute waiver or cessation of such payment or deduction. 4.1.2.Any delay in payment by the Company shall not constitute material breach nor will incur any arrears unless a written notice has been given to the Company and the Company did not rectify and/or performed the payment due within 14 days. 4.1.3.Company shall make reasonable efforts to perform payments within 10 business days of the beginning of each month for the preceding month. The performance of any payment shall not be deemed as an admission by the Company to the Partner right to receive the same, completely or in part. 4.1.4.No payment or consideration shall be due and payable to the Partner until and unless the following conditions are met with regards to that payment. 4.1.4.1.A minimum of 2 New Active Traders have been referred by the Partner and opened accounts with the Company, each with a deposit of at least 25000$. 4 RD-Law Partner Agreement Ver. 01.06.2015 4.1.4.3.As set explicitly and approved by the Company under Schedule 1. For the avoidance of doubt it is clarified that these conditions shall apply separately to each payment, and shall be reapplied to the Partner after each payment and settlement of account have been performed. 4.1.5.If multiple Commission plans (as detailed in Schedule 1) are used by the same Partner, then this Agreement may be signed between the parties more than once, with each instance referring to a separate account of the Partner shall require the prior confirmation of the Company. Under no circumstances shall the Company pay for the same Lead and/or New Active Trader and/or for any other reason under more than one Commission plan or otherwise more than once. Such instances may be terminated separately and individually by the Company at any time. 4.1.6.All payments to the Partner are subject to Company internal verification policies, risk analysis considerations and Anti-Money Laundering procedures. The Company reserves the right to suspend or delay any payment, to demand and receive information about the Partner, and to assess the Partner's activity. Such examination may be performed after payment has been exacted, without limitation, and Partner hereby waives any claim of reliance or change of position and shall not be deemed to have done so. The Company reserves the right to modify the Program Policies, including the commission structure and/or the payment terms, at any time, upon reasonable advance notice to Partner, at its sole discretion. 4.1.7.The books and records of the Company and the System shall be deemed prima facie as irrefutable evidence to their content and the New Active Traders activity. 4.2.Term and Termination: 4.2.1.Program Participation: Participation in the Program is subject to the Company's prior approval, including, explicitly, prior approval of any Commission plan, and Your (the Partner) continued compliance with the Program Policies. Company reserves the right to refuse participation to any applicant or participant at any time, at its sole discretion. By signing this Agreement and/or enrolling in the Program, the Partner represents that it is (1) a duly incorporated and registered company or partnership; or (2) an individual of at least 18 years of age, and agrees to refer New Active Traders to the Company under the terms and conditions contained herein. 4.2.2.Company may deny approval, at its sole discretion, of any proposed Partner, in general or with regards to specific Commission plan/s, or any group or individual Client. 4.2.3.These Terms and Conditions shall be inure and binding indefinitely, as of the Date the Company has approved the Partner by a written notice as described in paragraph 1.2 above. 4.2.4.The Company may terminate these Terms and Conditions and/or any specific Commission plan, at any time, with or without cause, effective immediately upon written notice to Partner. The Partner may terminate these Terms and Conditions at any time, with or without cause, with a 30 days prior written notice to the Company. 4.3.Consequences of Termination: Upon expiration or termination of these Terms and Conditions. 4.3.1.The Partner shall immediately cease displaying the Creative on any Website or otherwise make any use of the Company's Intellectual Property, signs, symbols, names, trademarks and confidential information, and return any and all 5 RD-Law Partner Agreement Ver. 01.06.2015 such material to the Company with a signed statement, verified by a licensed attorney, evidencing the execution of this provision and compliance with the terms of this Agreement, at the Company's discretion. 4.3.2.All rights granted to the Partner hereunder will immediately cease, except for the Partner's right to compensation as described in Schedule 1, as may become due to the Partner pursuant to terms and conditions of these Terms and Conditions, during the three (3) month period immediately following the effective date of termination of these Terms and Conditions by the Partner. The Partner shall only be entitled to continued compensation after the date of termination if this Agreement was terminated by the Company for no cause. Further, despite the aforementioned, in the Event that these Terms and Conditions were terminated due to breach of these Terms and Conditions by the Partner or due to failure of the Partner to perform according to the Company’s commercially reasonable instruction with regard to the execution of the Partner obligations described in these Terms and Conditions, then the Partner shall have no right to any consideration. 4.3.3.The Partner shall immediately return to the Company all property of Company in his possession or control (including all Creative and all Confidential Information), as per article 5.3.1 above. 4.3.4.This Agreement, the commission plan set under Schedule 1 and all Client activity under this Agreement is subject and shall be regulated by the Company's reasonable customary policies, as may be amended by the Company from time to time, at its discretion. 5. Proprietary Rights All software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, Creative, websites, and any additional intellectual or other property used by or on behalf of the Company or otherwise related to the Company, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, "Company Property") shall be and remain the sole and exclusive property of the Company. Parties explicitly agree that clients and potential clients contact details and information and any other information shall consist as the Company's Property and Confidential Information. 6. Confidential Information 6.1.Confidential Information shall include, but shall not be limited to, any and all information associated with the other Party's business and not publicly known, including, the contents of these Terms and Conditions, specific trading information, technical processes and formulas, source codes, product designs, sales, costs, and other unpublished financial information, business plans and marketing data, is confidential and proprietary information, whether or not marked as confidential or proprietary. Parties agree that no Entity shall be entitled to use the database of Clients for purposes not related to these Terms and Conditions. 6.2.The commercial terms of these Terms and Conditions, including as detailed under Schedule 1 herein, are confidential information of the Company, and the Partner shall not disclose them to any person, including after the termination of this Agreement for any reason. Partner warrants that it is aware that such disclosure will cause the Company substantial damages and without derogating of any right or remedy reserved for the Company in full, the Company shall be entitled upon such breach to an agreed compensation of 100,000$ US. 6 RD-Law Partner Agreement Ver. 01.06.2015 6.3.Each Party agrees to use the other Party's Confidential Information solely as necessary for performing its obligations hereunder. Each Party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than by or to its employees, agents and subcontractors on a need to know; as required by any law, regulation, or order of any court of proper jurisdiction over the Parties. 6.4.Confidential Information shall not include any information which is: (i) in the public domain, or is already known by or in the possession of the non-disclosing Party, at the time of disclosure of such information; (ii) is independently developed by the non-disclosing Party without breaching any provisions of these Terms and Conditions; or (iii) is thereafter rightly obtained by the non-disclosing Party from a source other than the disclosing Party without breaching any provision of these Terms and Conditions. 6.5.The Partner shall keep secret, at all times, all customer lists, Leads, Client Lists, potential and/or prospective customer lists, names, addresses and other information regarding customers, leads and prospective customers of the Company. 7. Indemnification The Partner agrees to indemnify, defend and hold harmless the Company, its directors, officers, employees, subcontractors and agents thereof (collectively, the "Indemnified Party"), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such action is based upon or arises out of Partner's breach of any representation, warranty, obligation or covenant under these Terms and Conditions; or Partner 's negligence or willful misconduct; or any warranty, condition, representation, indemnity or guarantee relating to the Company granted by the Partner to any third party. 8. General 8.1.Force Majeure: If the performance of any part of these Terms and Conditions by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, war, act of terror, strike, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated hereunder and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to these Terms and Conditions), labor disputes, act of God or any cause beyond the reasonable control of that Party, the Party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, the Party prevented from performing hereunder by a force majeure event shall nevertheless use its best efforts to recommence its performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder. 8.2.Independent Contractors: The Parties to these Terms and Conditions are independent contractors. Neither Party is an agent, representative or Related Entity of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. These Terms and Conditions shall not be 7 RD-Law Partner Agreement Ver. 01.06.2015 interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party. 8.3.Notice: Any notice, approval, request, authorization, direction or other communication under these Terms and Conditions shall be given in writing and shall be deemed to have been delivered and given for all purposes on the delivery date if delivered personally or by e-mail to the Party to which the same is directed; after two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or after five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid, to the respective addresses of the Parties as set forth on the Registration Page. 8.4.No Waiver: The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of these Terms and Conditions or to exercise any right under these Terms and Conditions shall not be construed as a waiver or relinquishment to any extent of such Party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party. 8.5.Entire Agreement: These Terms and Conditions, including all Schedules hereto, set forth the entire agreement and supersede any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof as set forth herein. No amendment or modification of any provision of these Terms and Conditions shall be valid unless set forth in a written instrument signed by both Parties. 8.6.Assignment: The Partner shall have no right to assign or otherwise transfer these Terms and Conditions, or any of its rights or obligations hereunder, to any third party without the Company's prior written consent, to be given or withheld at the Company's sole discretion. 8.7.Applicable Laws and Jurisdictions: these Terms and Conditions shall be governed, construed and enforced in accordance with the laws of the UK. Each Party agrees that any legal action, proceeding, controversy or claim between the Parties arising out of or relating to these Terms and Conditions may be brought and prosecuted only in a court of law in the territory of the UK, and by execution of these Terms and Conditions each Party hereto submits to the exclusive jurisdiction of such court and waives any objection it might have based upon improper venue or inconvenient forum. Despite the aforementioned, the Company shall hold the ability to bring legal proceedings against the Partner in the Partner's place of residence, immediately and without prior arbitration, in relation to any funds owed by the Partner to the Company or any other breach of these Terms and Conditions. In such case, the governing law can be, according to the Company's decision, the applicable law at the Partner's place of residence. 8.8.The parties will attempt in good faith to negotiate a settlement to any claim or dispute between them arising out of or in connection with this Agreement. If the parties fail to agree upon terms of settlement, either side may submit the dispute to confidential arbitration proceedings by a sole arbitrator under the ICC ADR Rules. The arbitration proceedings shall be conducted in English, in the UK or another place agreed by Parties. Without derogating of the provisions of article 11.7 above, this clause explicitly sets exclusive jurisdiction to said arbitration process, and neither Party shall be entitled to submit any dispute to the courts of its domicile prior to the exhaustion of said arbitration process. 8 RD-Law Partner Agreement Ver. 01.06.2015 8.9.Setoff; Lien: Partner hereby waives any right of lien and setoff with regards to the Company. Partner expressly acknowledges that Company may setoff any payments due to it under article 5.1.1. 8.10.Survival: Sections 5 through 10 (inclusive) shall survive the termination or expiration of these Terms and Conditions. Partner Full Name: Partner Business Name (if different) Address Phone number E-mail Website(s) Signatures: Partner Signatures UBT-GROUP Name of Signatory Signatures Company Approval Schedule 1 Partner will be entitled to a payment of 50% of the spread of each transaction derived from the Partner's referred Clients and subject to the conditions set herein (hereinafter: "Partner Payment”). For purpose of clarification, it is hereby stated that by spread, as aforementioned, the meaning is the difference between the purchase price and the sale price. 9 RD-Law Partner Agreement Ver. 01.06.2015 Minimum prerequisites for entitlement: No Partner Payment or consideration shall be due and payable to the Partner until and unless the following conditions are met with regards to that payment: • The Partner has met the minimum entitlement for Partner Payment of USD25000 per month, and no payment shall be due or payable by the Company to the Partner, in sums less than USD 10000(hereinafter: "Minimum Fee"). • In the event that in a given month, the Partner has not met the Minimum Fee requirement, the Company shall be expressly exempt from making payment of the Partner Payment, until the aggregated sums, due to the Partner, exceed the aforementioned Minimum Fee. Additional Clarifications • The Partner Payment shall be due within 15 business days as of the end of each month, for the previous calendar month (e.g. March shall be payable within 15 business days as of March 31st) and only upon meeting the requirements herein. • All payments to the Partner are subject to Company's internal verification policies, risk analysis considerations and Anti-Money Laundering procedures. The Company reserves the right to suspend or delay any payment, to demand and receive information about the Partner, and to assess the Partner's activity. Such examination may be performed after payment has been exacted, without limitation, and Partner hereby waives any claim of reliance or change of position and shall not be deemed to have done so. • The Company reserves the right to modify the Policies, including the commission structure and/or the payment terms, at any time, upon reasonable advance notice to Partner, at its sole discretion. • The Partner will take care of the compliance for each Client, and make sure each of its clients is persons of trust and integrity. • The Partner shall be solely liable, responsible and shall exclusively bear all risk associated with the activity, explicitly including uncovered ("B-Book") client, if and to the extent practiced by the Partner.

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الأسئلة المجابة 10338 | نسبة الرضا 98.8%

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الأسئلة المجابة 10338 | نسبة الرضا 98.8%

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