TERMS AND CONDITIONS THIS AGREEMENT is made BETWEEN Currencies 4 You Ltd and The Partner /Affiliate Appointment of the Affiliate 1.1 The Company appoints the Partner with effect from the date hereof to be its non-exclusive affiliate for the sale of the Company’s services. 2 Duration 2.1 The Partner is appointed for 12 months (Until either you request no further dealing with Currencies 4 You Ltd or the company request no further dealings with you). 2.2 This agreement can be terminated by either party in writing not less than one month’s notice during the first year of this agreement. 3 Duties of the Company 3.1 The Company grants the Affiliate the non-exclusive non-assignable right to direct customers to the Company’s website and/or Products in accordance with the terms and conditions of this agreement. This agreement does not grant the Affiliate an exclusive right or privilege to assist the Company in the provision of services arising from the Affiliate’s referrals. 3.2 The Company shall pay the Affiliate commission as agreed at the beginning of each new calendar month. 3.3 The Company may provide the Affiliate with access to the Company’s website. 3.4 The Company may provide the Affiliate with the Website Tools. 3.5 The Company shall provide the Affiliate with the necessary information relating to the Products and services necessary for the performance of its duties under this agreement. 3.6 The Company shall give to the Affiliate a statement of the commission due at the end of each month. 3.7 The Company shall inform the Affiliate within a reasonable period of his acceptance or refusal of any commercial transaction negotiated or concluded by the Affiliate and of any non-execution by it of any commercial transactions the Affiliate procured for him. 3.8 The Company shall inform the Affiliate immediately in the event of supply difficulties price alterations or alterations of the terms of business to be issued to the customer. 4 Rights and duties of the Affiliate 4.1 The Affiliate shall use its best endeavours to promote the sale of the services within the Territory and shall not do anything that may prevent such sale or interfere with the development of the Company’s trade in the Territory. 4.2 The Affiliate shall not actively offer to sell or negotiate the sale of any of the Products or services to any person, firm or company outside the Territory. 4.3 The Affiliate may negotiate passives sales of any of the Products and services to any person firm or company outside the Territory. The Company may however agree to pay commission in those circumstances on a case by case basis. 4.4 The Affiliate will undertake to promote the Products/services and to refer any enquiry for the service directly to the Company and not sell or take orders directly from the customer. 4.5 The Affiliate shall not have the right to bind the Company to any contract and must not take orders on behalf of the Company. 4.6 The Company shall have the right to refuse to accept or execute any order or any part of an order referred via the Affiliate without giving a reason for the refusal. The Affiliate shall not be entitled to any commission in respect of any referral or part referral so refused. 4.7 The Affiliate shall not make representations or give any warranty or guarantee in respect of the Products without the authority in writing of the Company. 4.8 Upon execution of any order referred by the Affiliate to the Company, the Company shall add the details of the order taken by the Company on the Statement provided to the Affiliate. 4.9 The Affiliate shall not enter into any contract or incur any debt or other obligation on behalf of the Company unless previously so authorised in writing by the Company. 4.10 The Affiliate is not authorised to accept any money on behalf of the Company nor to enter into any compromise or agreement with any of the Company’s customers. 4.11 The Affiliate shall bear all costs and expenses incurred by it in performing its obligations under this agreement except in respect of expenses incurred at the specific request of the Company and authorised by the Company in advance in writing. 4.12 The Affiliate may by agreement with the Company provide access to its databases so that the Company may use them for marketing purposes. 4.13 The Affiliate may provide the Company with marketing information. 4.14 The Affiliate may by agreement allow the Company to promote its products on any stand taken at any trade show it attends. 4.15 The Affiliate shall pay the Company commission for any referrals made by the Company to the Affiliate. 5 Commission 5.1 The remuneration of the Affiliate shall be the commission outlined on transactions with customers referred to the Company by the Affiliate concluded during the term of this agreement. 5.2 The commission shall become due as soon as and to the extent that the Company completes the transaction. 6 Termination 6.1 Without prejudice to any remedy which the Company may have against the Affiliate for any antecedent breach or non-performance of this agreement and under without prejudice to the right of either party to terminate this agreement under the general law the Company may summarily terminate this agreement on giving written notice to the Affiliate if 6.1.1 The Affiliate commits a breach of any of the terms or conditions of this agreement and the breach (if capable of remedy) is not remedied within 30 days of being notified to the Affiliate in writing by the Company; or 6.1.2 The Affiliate commits a breach of any of the terms and conditions of the agreement and the breach is not capable of remedy. 7 Intellectual property rights 7.1 The Affiliate may use the trademarks, trade names, copyrights and designs relating to the Company (‘the Intellectual Property’) and any literature supplied by the Company in connection with them only as expressly authorised by the Company and must comply with the Company’s instructions relating to the form and context in which the Intellectual Property and literature are used. 7.2 The Affiliate acknowledges that he has no rights in or to the Intellectual Property. He must not do or omit to do anything by which the goodwill and reputation associated with the Intellectual Property might be diminished or jeopardised. 7.3 The Affiliate must inform the Company immediately of any infringement or apparent or threatened infringement of the Intellectual Property and of any passing off of goods as the Products of which he may become aware. He must on request assist the Company to deal with such infringements. 8 Confidentiality 8.1 During the period of this agreement and after its termination the Affiliate must not disclose any confidential information (whether technical or otherwise) made available to him by the Company, unless such information has reached the public domain. 9 Miscellaneous 9.1 Any indulgence granted by the Company to the Affiliate in respect of the performance by the Affiliate of its obligations under this agreement or any neglect or failure by the Company to enforce any of the terms of it shall not be construed as a waiver or variation of this agreement or otherwise prejudice any of the Company’s rights under it. 9.2 No variation of this agreement shall be of any effect unless made in writing and signed by the Company and by the Affiliate. 9.3 This agreement is personal to the Company and the Affiliate and may not be sub-contracted or assigned by either party. 9.4 This agreement shall be governed by English Law and the parties submit to the non-exclusive jurisdiction of the English courts. 9.5 Any notice required or permitted under this agreement must be in writing and must be personally delivered or sent by first-class post to the recipient party at the relevant address shown in this agreement or such other addresses as has been notified in accordance with this clause by the party concerned as being his address for the purposes of this clause. Any notice shall be deemed to have been given 3 business days after the date and time of mailing. Any notice may be given by facsimile, provided that a signed written original is sent by one of the foregoing methods within twenty-four (24) hours thereafter. 9.6 This agreement supersedes all previous agreements between the Company and the Affiliate. 9.7 In this agreement unless the context clearly indicates another intention: 9.7.1 Reference to one gender includes all other genders; 9.7.2 Reference to the singular includes the plural and vice versa; 9.7.3 Reference to a clause schedule or party is a reference to a clause schedule or party to this agreement; 9.7.4 Obligations undertaken by more than a single person or company are joint and several obligations; 9.7.5 Reference to a statutory provision is a reference to that provision as modified or re-enacted or both from time to time and to any subordinate legislation made under the statutory provision; 9.7.6 Reference to a document is a reference to that document as from time to time supplemented or varied; 9.7.7 Reference to writing includes fax, e-mail and similar means of communication; 9.7.8 A number of days shall be reckoned exclusively of the first day and inclusively of the last day unless the last day falls on a day that in not a normal business day in England; and 9.7.9 Any reference to a person includes natural persons, partnerships, firms and other such incorporated bodies, corporate bodies and all other legal persons of whatever kind and however constituted. 9.8 The schedules form part of this agreement and any reference to ‘this agreement’ includes the schedules and recitals. The Products (clause 1.1) : Third party delivery of FX currency The Territory (clause 1.1) : UK Mainland Commission payable to the Affiliate: Up to 50% of net profit from transaction (TBC) (clauses 3.2 and 5.1) Frequency of Statements (clause 3.8) : Monthly Commission payable to Currencies 4 You Ltd : N/A (clause 4.17) Commission Payment Terms: Payment is made within 18 days from the end of the month of trade settlement.