THE FOLLOWING TERMS CONSTITUTE THE “CODE OF CONDUCT” AND FORM AN INTEGRAL PART OF THE LEGAL AGREEEMENT. PLEASE READ THEM CAREFULLY.
1. DEFINITIONS and INTERPRETATIONS
Agreement: means the Introducer Agreement signed between the Company and the Introducer, for which the current Code of Conduct (“Code”) forms an integral part of.
Applicable Laws and Regulations: means the legal framework Safecap shall comply with, including any legislation, rules and regulations which may be in force from time to time.
Brand: means ”Markets.com”.
Branding: means any marketing and/or promotional materials served by the Company in relation to the Brand.
Client: Means a natural or legal person who has opened an account and commenced trading activity with Safecap Investments Limited.
Client Account: means any and all accounts opened by Safecap to a Client under the sole judgment of Safecap.
Company: means Safecap Investments Limited of 237 Main Street Gibraltar which is a branch of Safecap Investment Limited of 148 Strovolos Ave. Strovolos Nicosia 2048 Cyprus, regulated by the Cyprus Securities and Exchange Commission by license number 092/08.
Confidential Information: all information associated with the other Party's business and not publicly known, including, but not limited to, the contents of this Code and/or the Agreement, specific trading information, technical processes and formulas, source codes, client lists, prospective client lists, names, addresses and other information regarding Clients and prospective Clients, product designs, sales, costs, deal structure and other unpublished financial information, business plans and marketing data which by its nature shall be kept confidential.
Creative and Creative Information: means the creative or other marketing and/or promotional materials distributed by the Company or Related Entities whether uploaded to the marketing platform the Parties practice or not.
Disqualified Lead: means a Lead and/or unique user that has failed to provide Company with unique user’s verifiable name, address and contact details (such as telephone number and email address) upon registration.
Fees: means the fees as set out in Appendix A of the Agreement unless otherwise agreement by the Parties in writing.
Fraud: means an attempted act, act or omission by the Introducer or a Client - which is (i) illegal by any Applicable Law and Regulation, (ii) made in bad faith or (iii) intended to defraud the Company and/or Safecap, circumvent any contractual or Applicable Law and Regulation, regardless of whether such act or attempted act actually caused any damage or harm. Fraud shall include, without limitation, also collusion; abuse of bonuses or other promotions; Spamming; false, misleading or unauthorized advertising or representations; use of 3rd party payment method (such as credit cards etc.); identity theft (whether by act or omission) and unauthorized use of Intellectual Property rights.
Guidelines: means Safecap's compliance guidelines as to marketing to Clients.
Intellectual Property rights (“IP Rights”): means the Company or Safecap or their Related Entities marks, all Branding, information over prospective Introducers, Introducers, deal structures, Leads, Qualified Traders, software, documentation, hardware, marketing templates, documents, processes, methodologies, know-how, Websites and any additional intellectual or other property used by or on behalf of Company or Safecap or their Related Entities or otherwise related to the Websites, together with all copyrights, trademarks, patents, trade secrets and any information that by its nature shall deem to be the Company and/or its Related Entities intellectual asset.
Introducer: You, and should you are a legal person also the directors, together and alone.
Introduction of Client: means the completion of the electronic form found in Safecap’s website by the Client which the Introducer referred to Safecap, who met its compliance requirements (as they may be changed from time to time subject to Safecap’s sole discretion), which has to do also with anti-money laundry and appropriateness of services to be rendered by Safecap to the particular Client.
Lead: means any unique user that had registered via the Brands’ Websites, introduced by the introducer and that has provided Safecap with the unique user’s verifiable name, address and contact details (such as telephone number and email address) upon registration. The unique user shall only be recognized for one account per user and/or one account per household.
Malware and Spyware: means the use of pop-up banners that hide banners that are displayed on a website, the placement of icons beside keywords found in text that if clicked will take the visitor to another website and other similar practices.
Names, Trademarks and Marks: means any Trade names and/or Trademarks or any other protected marks associated with the Company and / or Safecap and/ or its Related Entities.
Promotion Mails: means graphical artwork or text regarding specific promotion campaigns, sent by Company from time to time for dissemination by the Introducer.
Prospective Introducer: means any other marketing organizations and/or website owners and/or other marketing venues that may be potential Introducer of the Company.
Qualified Trader: means a Client who was introduced to Safecap by the Introducer in accordance with the Code and Agreement and identified by a tracker ID assigned to such Introducer by the Company provided that:
Related Entity: means any entity that, directly or indirectly, controls, is controlled by, or is under common control with, the Introducer and/or of the Introducer; where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.
Safecap: means Safecap Investment Limited of 148 Strovolos Ave. Strovolos Nicosia 2048 Cyprus, regulated by the Cyprus Securities and Exchange Commission by license number 092/08 for the offering of financial services.
Sites / Websites: means the websites (and all their related pages) promoted by the Company.
Supporting documents for natural persons: Any type of proof requested by the Company and / or Safecap (whether were been provided to the Safecap or not), including but not limited to valid passport copy; valid driving license copy; a copy of a utility bill; a letter of reference from the Introducer and/or Introducers’ bank; tax certificate and / or a copy of a bank statement - all under the Introducer’s full name. All in the English language.
Supporting documents for Legal persons: Any type of proof requested by the Company and / or its Related Entities (whether were been provided to Safecap or not) including, but not limited to, certification of incorporation; articles of association (or equivalent document); certificate of registered office; duly approved resolution; certificate of good standing; power of attorney; tax certificate – all under the name of the legal person - and information regarding the identity of the beneficiary owner of the legal person and the identity of the directors of the legal person. All in the English language.
Spam: means emails and / or messages and / or calls that meet any one or more of the following criteria: (i) unsolicited approach (usually addressed to a large number of addressees); (ii) contains false or misleading statements; (iii) does not truthfully identify the source or the originating sender; (iv) does not contain an online and/or real time ”remove” option (v) bundles certain service with other service, or (vi) inserts icons or causes software download or installation or similar action without the consent of the addressee.
Text Links and Banners: means the hyper-linked graphical artwork or texts that are used to direct Clients from the Introducer’s website to the Sites using trackers.
Unfair Trading Practice: means a trading strategy that attempts to profit from small and short-term price changes and / or by abusing the trading conditions of Safecap (also known as “scalping” etc.).
Use of Scumware: means the use of pop-up banners that hide banners that are displayed on a website, the placement of icons beside keywords found in text that if clicked will take the visitor to another website and other similar practices.
2.Introducer services conduct
3.No Advice to Clients
a) Personal opinion on trading or the direction of the market and/or instruments;
b) Advice on investment strategies;
c) Advice on opening new positions in any financial instrument (whether offered by Safecap or not);
d) Advice on closing existing positions in any instrument (whether offered by Safecap or not);
e) Advice on hedging positions in Client's portfolio;
f) Custom-made trading signals by the Introducer;
g) Advice on portfolio management.
a) Quote third party opinions about the market and/or specific traded instruments as long as the Introducer clearly states this is a third party opinion, the identity of the third party and obtain written approval to distribute the said information from the third party. The Introducer must keep records of all of the information distributed as proof in case of future request by Safecap or in case of Clients’ or the said third party complaint.
b) Provide financial market education to Clients. This education must include clear disclaimer that it is marketing material and be is strict compliance with the Guidelines (as they may be change from time to time).
c) Provide general review on Safecap’s trading platforms and financial services offering.
4.No trading in Client's accounts
5.Risk disclosure of investing & Prohibition on promise of returns
6.Communication with Clients
7.Communication with the Company
8.Introducer’s marketing standards
(a) Use Malware and/or Spyware techniques or use any other aggressive advertising or marketing methods;
(b) Make any "use of Scumware" or use any other predatory advertising or marketing methods in any of its dealings;
(c) Make any false, misleading or disparaging representations or statements;
(d) Engage in any other practices which may affect adversely the high image, credibility and good reputation of the Company, Safecap and the Brand, including but not limited to, using any website in any manner, or having any content on any Website, that:
i.Promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities and/or libelous, obscene or otherwise illegal; and/or
ii. Violates any intellectual property or other proprietary rights of any third party; and/or
iii. Use or cause spamming; and/or
iv. Do any act that disparages the Company, Safecap and the Brand or any of the Sites or that otherwise is damaging or is reasonably expected to be damaging to the goodwill of the abovementioned; and
v. In any way alter, affect or interfere with the operation or accessibility of the Sites or any page thereof.
a) Promised/guaranteed returns.
b) Statements that mislead Clients to thing that trading in Forex and CFD carries little or no risk.
c) Testimonials of any kind.
d) Advertising on Gambling and Adult sites.
e) Spam marketing.
10.Fee Payment Restrictions
i. The Introducer and/or the Client have been involved in creating false trading account(s) for the purposes of generating Accruals; and/or
ii. The Clients introduced by the Introducer made an initial deposit but do not trade.
iii. The Company is in a position that the Introducer was involved in Fraud and / or Unfair Trading Practice.
(a) Use Unfair Trading Practices; and/or
(b) Trading at financial instruments prices that could not be verified by Safecap.
It shall be entitled to, under its sole discretion, to:
(a) Ignore the Fee associated with the Unfair Trading Practice or abuse; and/or
(b) Withhold the payment of any outstanding Fee and forfeit from the Introducer’s Fee (and any future Fee) the Fee which was paid in relation to that advised Unfair Trading Practice; and/or
(c) immediately enjoin all Fees derived from any Introducer activities, without the necessity of showing damages (ii) receive a prompt refund of all amounts paid to the Introducer hereunder and (iii) be indemnified for any losses, damages or liability incurred by Company in connection with such violation.
11.Intellectual Property rights
a) Company will provide the Introducer with copies of or online access to the Branding.
b) The Introducer may display the Branding on the Introducer’s Websites solely for the purpose of marketing and promoting the Brands promoted by Company and/or by Company Related Entities during the term of the Agreement or until such earlier time as Company may, upon reasonable prior notice, instruct the Introducer with regard.
c) The Introducer will use only Company’s preapproved text links, banners and promotion mails and will not alter their appearance, design or content, unless Company gives the Introducer specific prior written authorization to do so. At the Introducer’s request, Company may provide the Introducer with a code that will enable the Introducer to post in the Introducer’s Websites rotating banners from of the Branding. The Introducer understands and acknowledges that the appearance and contents of Company’s text links, banners and promotion mails constitute the only authorized and permitted representation of the Sites.
d) The Introducer will be solely responsible that all the content of the Introducer’s Websites is original or otherwise is permitted to be published by the owner of the information thereof. The Introducer may not alter, amend, adapt or translate marketing material nor any IP Right without the Company’s prior written explicit consent or remove or alter any "TM", "™", copyright or other proprietary notice or designation without Company’s prior written explicit consent.
e) Nothing contained in any marketing material shall, in any way, be deemed a representation or warranty of Company, Safecap or any Related Entity of the Company.
12.CONFIDENTIALITY AND DATA PROTECTION
(a) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party's obligations hereunder, who each shall treat such Confidential Information as provided herein; or
(b) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement.
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 the Code or the Agreement; or is thereafter rightly obtained by the non-disclosing Party from a source other than the disclosing Party without breaching any provision of this Agreement.
13.INDEMNIFICATION AND LIMITATION OF LIABILITY
i. the Company’s rights and remedies hereunder shall not be mutually exclusive, i.e., the exercise of one or more of our rights or remedies in connection with the Code shall not preclude the exercise of any other right or remedy.
ii. The Introducer acknowledges, confirms and agrees that damages may be inadequate for a breach or a threatened breach of the Code and, in the event of a breach or threatened breach by the Introducer and/or Introducer of any provision of the Code, Company’s rights and obligations may be enforceable by specific performance, injunction, or other equitable remedy.
iii. Nothing contained in the Code shall limit or affect any of the Company’s rights at law, contract or otherwise, for a breach or threatened breach of any provision of the Code, it being the intent of this provision to make clear that our respective rights and obligations shall be enforceable in equity as well as at law or otherwise.