This Affiliate Agreement (“Agreement”) is entered into between:
NextTrade Ltd, incorporated under the laws of the Republic of Mauritius, with registration number 223260 and registered address at Ebene Junction, Rue de la Democratie, Office 306, 3rd Floor, Ebene 72201, Republic of Mauritius (“Company”) and the individual or legal entity approved under the Company’s Affiliate Program (“Affiliate”)
This Agreement becomes effective on the date the Company approves the Affiliate’s application (“Effective Date”).
The Affiliate agrees to introduce prospective clients (“Clients”) to the Company in accordance with the terms of this Agreement. The Company may accept or reject any Client in its sole and absolute discretion without providing reasons.
Nothing in this Agreement obligates the Company to accept any Client introduced by the Affiliate.
Affiliate Program: The Company’s program for tracking and compensating Client introductions.
Affiliate ID / Tracking URL: The unique tracking mechanism issued to the Affiliate.
Client: A person or entity approved by the Company and onboarded under a Client Agreement.
Qualified Client: A Client who satisfies the Company’s verification, deposit, trading, compliance, and risk criteria.
Net Revenue: Trading revenue received by the Company from a Client, less bonuses, rebates, chargebacks, credit adjustments, negative balances, fees, hedging costs, and any other deductions determined by the Company.
Permitted Affiliate Jurisdiction: Jurisdictions approved by the Company for Affiliate participation.
Approved Marketing Territories: Territories where Affiliate may promote the Company.
Restricted Jurisdictions: Jurisdictions excluded from Affiliate participation and/or Client acceptance.
3.1 Submission of an Affiliate application or electronic acceptance does not create a binding agreement.
3.2 This Agreement becomes legally effective only upon written approval by the Company.
3.3 The Company may approve, reject, or conditionally approve any Affiliate application at its sole discretion.
3.4 The Affiliate represents and warrants that all information provided during onboarding is accurate, complete, and not misleading.
4.1 The Company appoints the Affiliate on a non-exclusive and revocable basis to introduce prospective Clients in accordance with this Agreement.
4.2 The Parties acknowledge and agree that the Affiliate acts solely as an independent contractor. Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, employment, fiduciary, franchise, or representative relationship between the Parties.
4.3 The Affiliate has no authority to bind the Company, enter into agreements on its behalf, make representations beyond those expressly authorized in writing, or incur any obligation or liability for or on behalf of the Company. The Affiliate shall not represent, expressly or impliedly, that it has such authority.
4.4 The Affiliate has no authority to:
5.1 The Affiliate may only operate from Permitted Affiliate Jurisdictions.
5.2 The Company may amend Permitted Affiliate Jurisdictions at any time.
5.3 The Affiliate shall not operate from, or route activity through, Restricted Jurisdictions, including via proxy, VPN, nominee, or intermediary structures.
5.4 Client acceptance jurisdictions are determined independently by the Company.
5.5 Affiliate may only market within Approved Marketing Territories.
5.6 Breach of jurisdictional restrictions constitutes material breach and grounds for immediate termination.
6.1 The Company independently determines which jurisdictions Clients may be accepted from.
6.2 Affiliate acknowledges that Client acceptance jurisdictions may differ from Affiliate eligibility jurisdictions.
6.3 Affiliate may only advertise in Approved Marketing Territories specified by Company.
6.4 Affiliate shall not target Clients in Restricted Jurisdictions using geo-targeting, IP masking, VPNs, or similar means.
7.1 Affiliate must use only Company-approved marketing materials.
7.2 Affiliate must clearly disclose its Affiliate relationship to Clients.
7.3 Affiliate shall not:
7.4 Affiliate shall keep records of marketing sources, channels, and traffic proof as reasonably requested.
8.1 Affiliate must comply with all applicable laws, including but not limited to:
8.2 Company may conduct compliance audits and request evidence of traffic sources, marketing campaigns, and licensing.
8.3 Affiliate shall immediately report regulatory investigations, sanctions exposure, or compliance failures.
8.4 Affiliate shall not generate Fraud Traffic or engage in:
8.5 The Company may monitor Affiliate performance, traffic patterns, sales quality, and behavioural trends using a risk-based compliance approach to identify regulatory, reputational, or operational risks.
9.1 Compensation shall be governed by a separate written schedule.
9.2 Company may implement tiered country rates, performance thresholds, and qualification windows.
9.3 Commission is payable only when a Client:
9.4 Qualified period shall not exceed 90 days from initial registration unless otherwise agreed.
9.5 Revenue Share is calculated on Net Revenue from Clients attributed to Affiliate.
9.6 Only closed trades count toward revenue.
9.7 Revenue Share excludes credit adjustments, uncollectible revenue, rebates, fees, and chargebacks.
9.8 If the Affiliate fails to introduce at least one (1) Qualified Client within any consecutive three (3) month period, the Company may classify the Affiliate as inactive and suspend or deactivate the Affiliate account without liability. During such suspension, no commissions shall accrue.
9.9 If a Client requests to be unlinked, reassigned, or removed from the Affiliate, commission entitlement shall cease immediately upon such request, and the Company shall bear no liability for any resulting loss of commission.
9.10 The Company makes no representation or guarantee regarding the amount of commissions that may be earned under this Agreement.
9.11 The Company reserves the right to modify, suspend, or discontinue the Affiliate Program, in whole or in part, at its sole discretion, without liability.
10.1 Commissions are calculated monthly in arrears.
10.2 Payment shall be made in the currency, method, and timing set out in Company’s payment schedule.
10.3 Affiliate must provide accurate payment and tax details. Company may withhold payment until such details are received.
10.4 Disputes regarding statements must be made in writing within 30 days of issuance.
10.4.1 If the Affiliate does not dispute a statement within thirty (30) days of issuance, the statement shall be deemed final, conclusive and binding, and the Affiliate irrevocably waives any right to challenge it thereafter.
10.4.2 In the event of tracking discrepancy exceeding ten percent (10%), the Parties shall attempt reconciliation in good faith. In the absence of agreement , the Company’s tracking system records shall prevail.
10.5 Company may withhold payments up to 180 days for compliance review or due to suspected abuse.
10.6 Chargebacks or adjustments may be retroactively deducted from commissions.
10.7 Failure to provide payment details within 60 days may result in forfeiture of unpaid commissions.
10.8 Affiliate bears responsibility for all taxes and fees.
10.9 The Company may, upon written notice, offset any amounts reasonably determined to be due by the Affiliate to the Company, including amounts arising from commission reversals, chargebacks, penalties, indemnity claims or losses, against future commissions or other sums payable under this Agreement.
10.10 Commission shall be deemed earned only upon final approval by the Company and shall remain subject to compliance verification and clawback rights.
11.1 The Affiliate shall not engage in, facilitate, or permit any of the following:
11.2 If fraud or abuse is suspected or confirmed, the Company may:
The Company determinations shall be final and binding absent manifest error.
11.3 For CPA arrangements, the Company reserves the right to disqualify a Client from CPA eligibility where, in the Company’s reasonable opinion:
In such cases, the Company may cancel, withhold, adjust, or claw back CPA commissions payable to the Affiliate, regardless of whether the Affiliate had knowledge of such conduct.
12.1 The Company grants a limited, revocable, non-exclusive license to use approved marketing materials solely for purposes of this Agreement.
All intellectual property remains the exclusive property of the Company.
Upon termination, all use must immediately cease.
13.1 Definition of Confidential Information
For the purposes of this Agreement, “Confidential Information” means any and all non-public, proprietary, sensitive, or commercially valuable information disclosed by the Company (or its affiliates, officers, employees, agents, or representatives) to the Affiliate, whether disclosed before or after the Effective Date, and whether disclosed in written, oral, electronic, digital, visual, or any other form.
Confidential Information includes, without limitation:
Confidential Information shall include all copies, extracts, summaries, analyses, compilations, or derivative materials derived from such information.
13.2 Confidentiality Obligations
13.2.1 The Affiliate shall:
13.3 Data Protection & Client Confidentiality
13.3.1 The Affiliate acknowledges that Client data constitutes highly sensitive and regulated information.
13.3.2 The Affiliate shall not:
13.3.3 The Affiliate shall implement appropriate technical and organizational safeguards to protect personal data, including but not limited to:
13.3.4 In the event of any personal data breach affecting Company Clients, the Affiliate shall:
13.4 Cybersecurity Liability Clause
13.4.1 The Affiliate shall ensure that its systems, websites, and marketing infrastructure are secure and free from malicious code. The Affiliate shall be liable for any losses suffered by the Company arising from cybersecurity breaches attributable to the Affiliate.
14.1 The Affiliate shall not, during the term and for 12 months thereafter:
14.2 The Company may seek injunctive relief without proof of special damages.
15.1 Either Party may terminate with seven (7) days’ written notice.
15.2 Company may terminate immediately if:
15.3 On termination:
16.1 The Company shall not be liable for:
16.2 To the maximum extent permitted by law, the Company’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), statute or otherwise, shall not exceed the lesser of:
17.1 The Affiliate shall indemnify, defend, and hold harmless the Company, its directors, officers, employees, affiliates and agents from and against any and all claims, liabilities, losses, damages, penalties, fines, costs and expenses (including reasonable legal fees) arising out of or in connection with:
Indemnity survives termination.
18.1 Neither Party shall be liable for failure due to causes beyond reasonable control, including but not limited to:
During a Force Majeure event, the Company may suspend obligations, delay payments, or modify operational processes without liability.
19.1 The Company may amend this Agreement with three (3) business days’ notice. Continued participation constitutes acceptance.
20.1 In the event this Agreement is translated into another language, the English version shall prevail in case of conflict.
21.1 This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions, representations, or agreements relating to its subject matter.
22.1 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
23.1 This Agreement shall be governed by the laws of the Republic of Mauritius. Exclusive jurisdiction lies with the courts of Mauritius. The Company may seek injunctive relief in any competent jurisdiction.
24.1 Any provision of this Agreement which by its nature is intended to survive termination shall survive, including but not limited to provisions relating to confidentiality, data protection, fraud and abuse, commission adjustments and clawback rights, indemnity, limitation of liability, non-solicitation, payment obligations, intellectual property, and dispute resolution.
24.2 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities accrued prior to the date of termination.
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