CODE OF CONDUCT

1. DEFINITIONS AND INTERPRETATIONS
Terms used but not otherwise defined in this Code of Conduct shall have the same meaning
as in the Business Affiliate Agreement.
Brand: means “Cfdglobal.com”.
Branding: means any marketing and/or promotional materials served by the Company in
relation to the Brand.
Client Account: means any and all accounts opened by Key Way to a Client under the
sole judgment of Key Way.
Creative and Creative Information: means the creative or other marketing and/or
promotional materials distributed by the Company or Related Entities through the
Company’s marketing platform.
Disqualified Lead: means a Lead and/or unique end user that has failed to provide the
Company with the unique user’s verifiable name, address and contact details (including,
without limitation, 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 Affiliate or a Client - which is (i)
illegal by any Applicable Law and Regulations, (ii) made in bad faith or (iii) intended to
defraud the Company, circumvent any contractual or Applicable Law and Regulations,
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.
IP Rights: means Intellectual Property Rights.
Lead: means any unique end user that had registered via the Brands’ Websites, referred
by the Affiliate and that has provided Key Way with the unique user’s verifiable name,
address and contact details (such as telephone number and email address) upon 
KeyWay Group Ltd No: 116088 57/63 Line Wall Road, Gibraltar
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 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 Affiliate.
Prospective Affiliate: means any other marketing organizations and/or website owners
and/or other marketing venues that may be potential Affiliate of the Company.
Qualified Trader: means a Client who was referred to Key Way by the Affiliate in
accordance with the Code of Conduct and Agreement and identified by a tracker ID
assigned to such Affiliate by the Company provided that:
a. The Company confirms that such Affiliate shall be included in the relevant scheme and
linked to the Site(s) in accordance with the Code of Conduct and the Agreement; and/or
b. Such Client has been approved by Key Way and has made a minimum real money
deposit in line with Key Way rules; and/or
c. with respect to Affiliates paid under the Company’s Cost Per Acquisition (“CPA”) plan,
the Client has generated spreads in the amount specified in the CPA table detailed in
Schedule 2 to the Agreement or any other activity level agreed by the Parties in writing;
and/or
d. Such Client is not already registered to the Site under a different name or with a different
identity or from same IP address; and
e. Has complied with all Applicable Law and Regulations.
Referral of Client: means the completion of the electronic form found in Key Way’s
website by the Client which the Affiliate referred to Key Way, who met its compliance
requirements (as the same may be amended from time to time).
Related Entity: means any entity that, directly or indirectly, controls, is controlled by, or
is under common control with, the Affiliate and/or of the Affiliate; 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.
KeyWay Group Ltd No: 116088 57/63 Line Wall Road, Gibraltar
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, including but not limited to valid passport copy; valid driving license copy; a copy
of a utility bill; a letter of reference from the Affiliate and/or Affiliates’ bank; tax certificate
and/or a copy of a bank statement - all under the Affiliate’s full name and in the English
language.
Supporting documents for Legal persons: Any type of proof requested by the
Company or its Related Entities including, but not limited to, certificate of incorporation;
memorandum and 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, messages and 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 Affiliate’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 Key Way (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.
KeyWay Group Ltd No: 116088 57/63 Line Wall Road, Gibraltar
2. AFFILIATE SERVICES CONDUCT
a. The Affiliate shall use its best efforts and shall devote reasonable amounts of its time,
personnel and resources to promote and market the Site banners with respect to which
the Affiliate has or will have a marketing arrangement to bring Leads and/or Qualified
Traders to Key Way.
b. The Affiliate can also identify Prospective Affiliates for the Company subject to the
Agreement and the Code of Conduct. In the event that a Prospective Affiliate becomes
an Affiliate as a result of referral by an Affiliate, the Prospective Affiliate must enter into
an agreement with the Company and accept the terms of this Code of Conduct. The
current Affiliate shall provide the Company with all such information required on the
Prospective Affiliate for the Company to assess its credibility, in the light of the Company’s
business appetite and its sole judgment in relation to compliance with the Applicable Laws
and Regulations. Unless otherwise specified in the Code of Conduct, the current Affiliate
shall, in relation to the Prospective Affiliate, be entitled to receive a Fee as agreed
between the Parties in writing.
c. If a potential Client is already known to Key Way or is in the process of applying to
become a Client of Key Way or has been referred to Key Way by a party other than the
Affiliate, the Affiliate shall have no rights whatsoever with respect to the referral of such
potential Client.
d. The Company will provide the Affiliate with remote online access to reports regarding its
Affiliate activity. The Affiliate acknowledges and accepts that the Company will not be
liable for the completeness or accuracy of any report.
e. The Company is not involved in the transactions between the Clients and Key Way. The
latter is the only one eligible accepting and safeguarding Clients’ funds in accordance
with the Applicable Law and Regulation.
f. The Company is not involved in the services the Clients are getting from Key Way who
has the sole mandate to execute Clients’ orders.
g. It is the Company that shall maintain the required records in connection with all Clients
referred by the Affiliate in relation to the Affiliate’s accounts and its records are conclusive
reference in relation to this Code of Conduct and Agreement. The Company is neither
involved in monitoring Clients’ accounts nor in collecting margin from the Clients, these
are done by Key Way in accordance with its offering and trading policies.
h. The Company shall not be required, under any circumstances, to share any information
with regard to the acceptance or rejection of Clients with the Affiliate. Upon Key Way’s
or the Company's request the Affiliate shall disclose any information that is required by
Key Way or the Company in respect of the Client
i. (ix) Key Way prohibits Unfair Trading Practices and the definition of certain behaviour
as such practice is as per Key Way’s own discretion. The Company is not in a position to
affect Key Way’s judgment and shall not be held responsible for the outcome of
enforcement of Unfair Trading Practices on a Client. The Parties agree that all spread
generated from Unfair Trading Practices will not count as spread generated by the 
KeyWay Group Ltd No: 116088 57/63 Line Wall Road, Gibraltar
Affiliate in a commission by volume deal i.e. Affiliate will not be compensated for the
spread generated from Unfair Trade Practices trades done by the Clients.
j. The Branch will calculate the amounts payable to the Affiliate in accordance with the
applicable payment plan based on the information it has in its systems which is derived
from the Clients activity with Key Way.
k. The Company is committed, at all times, to the secrecy and confidentiality of the Affiliate’s
identity and information. However, Company shall be entitled to inform relevant
authorities, banks, card issuers, electronic payment providers or other financial institutions
of the Affiliate’s identity and of any suspected unlawful, fraudulent or improper activity
and the Affiliate will cooperate fully with the Company to investigate any such activity.
l. The Company prohibits and actively prevents money laundering and any activity that
facilitates money laundering or funding of terrorist or criminal activities. The Company
will verify the Affiliate’s identity through the information provided by the Affiliate and by
obtaining information from public sources and databases.
3. NO ADVICE TO CLIENTS
a. The Affiliate and his employees shall not offer any type of advice on trading to Clients.
This includes:
i. Personal opinion on trading or the direction of the market and/or instruments;
ii. Advice on investment strategies;
iii. Advice on opening new positions in any financial instrument (whether offered by Key
Way or not);
iv. Advice on closing existing positions in any instrument (whether offered by Key Way
or not);
v. Advice on hedging positions in Client's portfolio;
vi. Custom-made trading signals by the Affiliate;
vii. Advice on portfolio management.
b. The Affiliate and his employees may:
i. Quote third party opinions about the market and/or specific traded instruments as long
as the Affiliate 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
Affiliate must keep records of all of the information distributed as proof in case of
future request by Key Way or in case of Clients’ or the said third party complaint.
ii. Provide financial market education to Clients. This education must include clear
disclaimer that it is marketing material and be is strict compliance with the Marketing
Communication Guidelines (as they may be change from time to time).
iii. Provide general review on Key Way’s trading platforms and financial services
offering.
KeyWay Group Ltd No: 116088 57/63 Line Wall Road, Gibraltar
4. NO TRADING IN CLIENT’S ACCOUNT
a. The Affiliate and its employees are strictly forbidden from trading in Client account.
b. The Affiliate and its employees are strictly forbidden from accessing the Client's account
in any manner.
5. RISK DISCLOSURE OF INVESTING & PROHIBITION ON PROMISE OF
RETURNS
a. The Affiliate must advise the Client that leveraged trading carries risk of capital loss via
the Company’s materials that will be provided to the Affiliate.
b. The Affiliate shall not guarantee, promise or mislead the Clients and potential Clients to
think that leveraged trading offers guaranteed returns, exaggerated returns, risk free
positive returns or similar messages.
c. The Affiliate must refer the Client to Key Way’s risk disclosure on the Website.
6. COMMUNICATION WITH THE COMPANY
All communication with the Company must be performed through the relevant account
manager of the Affiliate, who will ensure that any requests, information and/or
documentation will be communicated to Key Way, where needed.
7. AFFILIATE’S MARKETING STANDARDS
a. The Affiliate will be solely responsible for the operation and content of the Affiliate’s
websites and other marketing channels or venues, including for ensuring that materials
posted on the Affiliate’s websites are in line with Applicable Laws and Regulations and
shall strictly meet the Marketing Communication Guidelines. Without limiting the
generality of the foregoing, the Affiliate shall not be involved, in relation to the Company,
Key Way, Brand, Related Entities and/or to the Websites, in the following:
i. Use Malware and/or Spyware techniques or use any other aggressive advertising or
marketing methods;
ii. Make any "use of Scumware" or use any other predatory advertising or marketing
methods in any of its dealings;
iii. Make any false, misleading or disparaging representations or statements;
iv. Engage in any other practices which may affect adversely the high image, credibility
and good reputation of the Company, Key Way and the Brand, including but not
limited to, using any website in any manner, or having any content on any Website,
that:
KeyWay Group Ltd No: 116088 57/63 Line Wall Road, Gibraltar
a) 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
b) Violates any intellectual property or other proprietary rights of any third party;
and/or
c) Use or cause spamming; and/or
d) Do any act that disparages the Company, Key Way 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
e) In any way alter, affect or interfere with the operation or accessibility of the Sites
or any page thereof.
b. Pay Per Click campaign using any keywords associated with the Company (such as the
Brand’s name, Key Way’s name etc.) are not allowed. For avoidance of doubt, any Pay
Per Click campaign (or similar marketing campaign, such as Google Adwords, Yahoo
Pay Per Click advertising, MSN Pay Per Click advertising and contextual keyword
targeted campaigns) resulting in the redirection of a potential Client by the Affiliate shall
NOT be viewed as an activity which qualify for a Fee, and may result termination of the
Agreement and the imposition of any other sanction by the Company.
c. The Affiliate accepts and agrees that it will not engage in, allow, assist, promote,
encourage or benefit from, directly or indirectly, any act or traffic that involves Fraud.
The Affiliate will act at all times to refrain from, immediately stop and not allow, any act
or traffic that involves Fraud or that the Affiliate believes or should reasonably believe to
potentially involve Fraud.
d. The Affiliate accepts that it will disclose to the Company from the onset in writing all
venues that it intends to publish material concerning Key Way (e.g. websites, social media
or other) and will not be permitted to publish or redistribute the material to any venue
previously undisclosed.
8. ADVERTISING GUIDELINES
a. Advertising material, marketing material, publications and all marketing operation
related issues which the Affiliate is using for introducing Clients to Key Way must comply
with the in strict compliance with the Applicable Law and Regulation, the Marketing
Communication Guidelines and the Cyprus Securities and Exchange Commission
legislation.
b. All marketing material must be pre-approved by Key Way prior publication. The material
must be provided to the relevant account manager at the Company who will ensure to
communicate this to Key Way and receive the relevant approval and/or comments.
c. The following practices are explicitly forbidden:
KeyWay Group Ltd No: 116088 57/63 Line Wall Road, Gibraltar
i. Promised/guaranteed returns.
ii. Statements that mislead Clients to thing that trading in Forex and CFD carries little or
no risk.
iii. Testimonials of any kind.
iv. Advertising on Gambling and Adult sites.
v. Spam marketing.
d. If, for any reason, Key Way will be approached by any other regulator with complaint
concerning the Affiliate’s operation, publications, advertising or any marketing activity,
the Affiliate will be obliged to disclose to Key Way all information related to the complaint
and act according to guidelines of Key Way and the regulator.
e. If the Company or Key Way demand that the Affiliate ceases to use certain or all
marketing materials, the Affiliate must comply with the instruction within 24 hours. Should
the Affiliate face any issues with timely provision of the information this should be
immediately communicated to the Company.
9. FEE PAYMENT RESTRICTIONS
a. Subject to the strict compliance of the Affiliate with the terms of the Code of Conduct and
the Agreement, the Affiliate shall be eligible to the Fee, which consist the sole inclusive
gross remuneration that the Affiliate is eligible for in relation to referring Qualified Traders
via the Company to Key Way and any other service provided as per the Agreement. An
online report provided by Company, stating that a Client which was referred under the
Agreement has become a Client of Key Way and has met the relevant criteria of Qualified
Trader, shall be the conclusive evidence thereof.
b. The Company, in its sole discretion, shall withhold the payment or net off any outstanding
commissions to any Affiliate should the Company consider that:
i. The Affiliate and/or the Client have been involved in creating false trading account(s)
for the purposes of generating Accruals; and/or
ii. The Clients referred by the Affiliate made an initial deposit but do not trade.
iii. The Company is in a position that the Affiliate was involved in Fraud and/or Unfair
Trading Practice.
c. If Company, at its sole discretion and in good faith, reasonably determines that Affiliate's
Clients:
i. Use Unfair Trading Practices; and/or
ii. Trading at financial instruments prices that could not be verified by Key Way.
d. It shall be entitled to, in its sole discretion, to:
KeyWay Group Ltd No: 116088 57/63 Line Wall Road, Gibraltar
i. Ignore the Fee associated with the Unfair Trading Practice or abuse; and/or
ii. Withhold the payment of any outstanding Fee and forfeit from the Affiliate’s Fee (and
any future Fee) the Fee which was paid in relation to that advised Unfair Trading
Practice; and/or
iii. immediately enjoin all Fees derived from any Affiliate activities, without the necessity
of showing damages b. receive a prompt refund of all amounts paid to the Affiliate
hereunder and c. be indemnified for any losses, damages or liability incurred by
Company in connection with such violation.
10. INTELLECTUAL PROPERTY RIGHTS
a. IP Rights shall be and remain the sole and exclusive property of their respective owners.
Nothing in the Code of Conduct or the Agreement shall confer in the Affiliate any right
of ownership of the IP Rights and all use thereof by the Affiliate shall ensure to service
the aim of the Code of Conduct and Agreement only.
b. Notwithstanding the abovementioned, any equipment, device and tool which were
provided by or via the Company in connection with the Agreement shall remain the sole
and exclusive property of the Company.
c. The Affiliate acknowledges and agrees that the Affiliate shall not, now or in the future,
contest the validity of any IP Rights or use any term or mark confusingly similar to any of
the IP Rights. The Affiliate undertakes to use the IP Rights in a lawful manner and in strict
compliance with all format(s), guidelines, standards and other requirements prescribed
by Company and in accordance with the Agreement and the Code of Conduct.
d. All Branding provided by Company is provided on an "as is" basis and without any
warranty whatsoever:
i. Company will provide the Affiliate with copies of or online access to the Branding.
ii. The Affiliate may display the Branding on the Affiliate’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 Affiliate with regard.
iii. The Affiliate will use only Company’s preapproved Text Links and Banners and
promotion mails and will not alter their appearance, design or content, unless
Company gives the Affiliate specific prior written authorization to do so. At the
Affiliate’s request, Company may provide the Affiliate with a code that will enable the
Affiliate to post in the Affiliate’s Websites rotating banners from of the Branding. The
Affiliate understands and acknowledges that the appearance and contents of
Company’s Text Links and Banners and promotion mails constitute the only authorized
and permitted representation of the Sites.
iv. The Affiliate will be solely responsible that all the content of the Affiliate’s Websites is
original or otherwise is permitted to be published by the owner of the information
thereof. The Affiliate may not alter, amend, adapt or translate marketing material nor 
KeyWay Group Ltd No: 116088 57/63 Line Wall Road, Gibraltar
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.
v. Nothing contained in any marketing material shall, in any way, be deemed a
representation or warranty of Company, Key Way or any Related Entity of the
Company.
11. CONFIDENTIALITY AND DATA PROTECTION
a. Each Party agrees to use the other Party's Confidential Information solely as necessary
for performing its obligations hereunder and that the Confidential Information will not be
released or disclosed to any third party whatsoever without the prior written consent of
Company.
b. 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:
(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.
c. 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 the Code or the Agreement; or is thereafter rightly obtained by the nondisclosing
Party from a source other than the disclosing Party without breaching any
provision of this Agreement.
d. Each Party agrees to comply with the data protection rules as per the Applicable Laws
and Regulations and to process and possess all personal data in accordance with them.
e. The Company reserves the right to inform third parties or public authorities in regards to
the Affiliate’s personal information, transactions or any other information as it may deem
necessary in case where the Affiliate is directly or indirectly involved in Fraud or upon
the Authority’s request.
f. The Parties acknowledge that all data relating to the Clients and their activity shall be
and remain the exclusive property of Key Way.
KeyWay Group Ltd No: 116088 57/63 Line Wall Road, Gibraltar
12. GENERAL PROVISIONS
a. Force Majeure - If the performance of any part of this Agreement by either Party is
prevented, hindered, delayed or otherwise made impracticable by reason of any flood,
riot, fire, 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 this Agreement), 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 nonperformance
hereunder.
b. Amendments, Counterparts, Authority - The Company may modify the Code of Conduct
and it is the responsibility of the Affiliate to regularly check the Code of Conduct and
comply in all respects with it.
c. Remedies and Injunctive Relief -
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 of
Conduct shall not preclude the exercise of any other right or remedy.
ii. The Affiliate acknowledges, confirms and agrees that damages may be inadequate for
a breach or a threatened breach of the Code of Conduct and, in the event of a breach
or threatened breach by the Affiliate and/or Affiliate of any provision of the Code of
Conduct, Company’s rights and obligations may be enforceable by specific
performance, injunction, or other equitable remedy.
iii. Nothing contained in the Code of Conduct 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 of Conduct, 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.
d. Assignment and Delegation - The benefit, rights, responsibilities and obligations arising
under this Agreement may not be assigned or delegated by the Affiliate either in whole
or in part without the prior written approval of Company. The Company may assign
and/or delegate its rights and obligation as per the Code of Conduct by providing written
notice

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