TERMS AND CONDITIONS
To participate in the Paysafe Partner Programme Affiliates must comply with these Terms and Conditions at all times (“Terms and Conditions”).
BY CLICKING "AGREE" YOU AGREE? AGREE TO BE BOUND BY THESE TERMS. IF you
do NOT AGREE TO THESE TERMS, DO NOT CLICK "AGREE," AND DO NOT APPLY TO
PARTICIPATE IN THE PAYSAFE PARTNER PROGRAMME.
Limited, company number 4260907, with its registered office located at
25 Canada Square, London, E14, 5LQ United Kingdom (“Paysafe” or “us”) and you (hereinafter “Affiliate”), each a Party or collectively the Parties.
Paysafe Partner Programme allows Affiliates to generate commission
through the referral of the Paysafe Services to New Members (“Paysafe
Partner Programme”). Definitions and Interpretation
- The following terms when used in these Terms and Conditions shall have the following meaning:
Affiliate Member Account means
the Member Account(s) held in the name of Affiliate with either Skrill
and/or Neteller that the Referred Members’ accounts are tagged to.
Affiliate Relatives means:
(i) where Affiliate is a legal entity, any affiliate, director,
officer, shareholder or employee of Affiliate; or (ii) where Affiliate
is a natural person, a spouse, common law partner, civil partner, child,
step child, sibling, parent, parents-in-law, aunt, uncle, cousin or
grandparent of Affiliate.
Applicable Laws and Regulations means
any law, statute, rule, regulation, order, circular, decree, directive,
judgment, decision or other similar mandate of any applicable central,
national, state or local governmental authority having competent
jurisdiction over, or application, to the Party, a Referred Member, or
subject matter in question.
the commission payable by Paysafe to Affiliate for the referral of the
Paysafe Services to New Members in accordance with clause 3 (Commission)
Confidential Information means
(i) these Terms and Conditions; (ii) each Party’s trade secrets,
business plans, strategies, methods and/or practices; and (iii) any
other information relating to either Party or its business that is not
generally known to the public, including but not limited to information
about either Party’s personnel, products, customers, marketing
strategies, services or future business plans. Notwithstanding the
foregoing, Confidential Information specifically excludes (A)
information that is now in the public domain or subsequently enters the
public domain by publication or otherwise through no action or fault of
the other Party; (B) information that is known to either Party without
restriction, prior to receipt from the other Party under this Agreement,
from its own independent sources as evidenced by such Party’s written
records, and which was not acquired, directly or indirectly, from the
other Party; (C) information that either Party receives from any third
Party reasonably known by such receiving Party to have a legal right to
transmit such information, and not under any obligation to keep such
information confidential; and (D) information independently developed by
either Party’s employees or affiliates provided that either Party can
show that those same employees or affiliates had no access to the
Confidential Information received hereunder.
Fee Revenue means
the net transaction fees charged to a Paysafe Merchant for the receipt
of payments from Tagged Accounts excluding, transaction fees in relation
to payments made using a Skrill Prepaid Card,
foreign exchange fees, rebates, cashback, reversal costs, chargeback
costs, administration fees and any other applicable fees as agreed
between Paysafe and the Merchant.
Intellectual Property means
any patents, trademarks, copyrights, design rights (whether registrable
or not), logos, copyright, trade, business and domain names, moral
rights, know-how, trade secrets, rights in databases, rights in computer
software and any other similar rights or obligations whether
registrable or not (and including all applications and renewals or
extensions of such rights) in any country;
Member Account means
the electronic money account registered with Skrill Limited (“Skrill
Member Account”) or Paysafe Financial Services Limited (“Neteller Member
Account”) in the name of a Member (excluding the Affiliate Member
Neteller Services means
the services provided by Paysafe Financial Serviced Limited which
includes (but is not limited to) the issuance of electronic money and
related payment processing services for the purpose of the Member
New Member means
a consumer who, at the time of the referral by Affiliate to Paysafe in
accordance with clause 2, does not have an existing Member Account.
Paysafe Merchant means
an individual, a body corporate, an association, a partnership, a trust
or any other entity or organisation that has been accepted by: (a)
Paysafe Merchant Services Limited (formerly known as “Optimal Payments
Merchant Services Limited”); or (b) Skrill Limited, to accept online
payments from Members for goods and services.
Paysafe Services means the Skrill Services and the Neteller Services.
Prohibited Activities means the activities set out in clause 4 or any other activities communicated by Paysafe from time to time.
Referred Member means
a New Member who was referred by Affiliate to Paysafe Services using
the link provided in Affiliate’s Approved Media and has successfully
registered a Member Account in accordance with the applicable Member
Skrill Services means
the services provided by Paysafe which includes (but is not limited to)
the issuance of electronic money and related payment processing
services for the purpose of the Member Account.
any person or entity referred to Paysafe by Affiliate for the purposes
of acquiring Members and has entered into an agreement with Paysafe to
participate in the Paysafe Partner Programme.
Tagged Account means
the Member Account of a Referred Member that has been tagged to the
Affiliate Member Account for the purpose of generating Commission.
are incorporated into and form part of these Terms and Conditions and
apply to Affiliate and the Affiliate Member Account. The Paysafe Member
the event of any inconsistency between any of the provisions of the
to the extent of the inconsistency, these Terms and Conditions will
prevail. Capitalised words have the same meaning as in the Paysafe
shall co-operate in good faith with Paysafe to promote and refer the
NETELLER and/or Skrill Services to New Members in accordance with these
Terms and Conditions. Affiliate acknowledges and agrees that Paysafe may
in its sole discretion decide whether or not to accept New Members as
may also refer Sub-Affiliates to Paysafe. Paysafe, in its sole
discretion will decide whether to accept the Sub-Affiliate to the
Paysafe Partner Programme.
legal relationship between Paysafe and any Referred Member or
Sub-Affiliate will be the sole remit and responsibility of Paysafe. With
the exception of clause 3 (Commission) Paysafe will not be liable to
account to Affiliate any details of such relationships.
shall not have any power to accept Referred Members or make contracts
on behalf of Paysafe and shall not make or give any promises,
representations, warranties or guarantees, whether expressed or implied
to New Member on behalf of Paysafe.
shall not refer Affiliate Relatives to Paysafe and Paysafe shall not be
liable to pay Commission to Affiliate in relation to Affiliate
Relatives. If any Referred Members or Sub- Affiliates become Affiliate
Relatives, Affiliate shall notify Paysafe immediately and Paysafe shall
cease paying Commission in respect of the Affiliate Relative with
participate in the Paysafe Partner Programme, you will need to apply
for an affiliate account for Skrill and NETELLER in the Paysafe Partners
programme that will enable you to access your referral links,
commission reports and other tools and information that Paysafe may
provide from time to time.
must have an Affiliate Member Account with Skrill Limited to promote
the Skrill Services and an Affiliate Member Account with NETELLER to
promote the NETELLER Services.
consideration of the services rendered under these Terms and
Conditions, Paysafe shall pay Affiliate the following Commission:
(a) 20% of Fee Revenue earned from Tagged Accounts; and
(b) 10% of the commission paid to any Sub-Affiliate in relation to the Paysafe Partner Programme.
the avoidance of doubt, unless otherwise agreed by Paysafe in writing,
each Referred Member shall only have one Tagged Account. No Commission
will be payable by Paysafe to Affiliate in relation to other Member
Accounts held by Referred Members.
in its absolute discretion, may stop paying commission in respect of a
Referred Member or a Sub-Affiliate and reclaim or set off future
Commission payments against any Commission paid to Affiliate in respect
of the relevant Referred Member or Sub-Affiliate, where Paysafe has
reasonable grounds to believe the Referred Member or Sub-Affiliate
(a) had a Member Account (either through their direct
relationship with Paysafe or through another third-party) at the time of
the referral by Affiliate;
(b) was an Affiliate Relative at the time of referral or subsequently becomes an Affiliate Relative;
(c) performs or attempts to perform a Prohibited Activity.
will inform Affiliate of any such suspension in advance, or, if this is
not possible, immediately afterwards and give its reasons for the
suspension unless to do so would compromise reasonable security measures
or is otherwise unlawful.
will pay Commission within 15 working days (or in such other frequency
as determined by Paysafe) following the end of the calendar month for
which Commission is due and payable. Commission in respect of Referred
Members on the Skrill platform will be paid into the Skrill Affiliate
Member Account and Commission in respect of Referred Members on the
NETELLER platform will be paid directly into the NETELLER Affiliate
Commission will be inclusive of VAT, if applicable, or other applicable
sales or service tax. If Affiliate runs a business that is subject to
VAT or a similar sales or service tax, then Affiliate shall issue to
Paysafe, in a form and at intervals to be agreed between the Parties
from time to time, a VAT invoice recognised by the relevant tax
authority for the purpose of reclaiming the VAT paid on the Commission.
The term “VAT” shall mean Value Added Tax or any equivalent sales tax in
any relevant jurisdiction. The Parties shall co-operate in good faith
to give effect to an efficient tax treatment of the supplies and the
payments of consideration contemplated hereunder.
shall make commission reports available to Affiliate in such detail as
Paysafe determines from time to time. Affiliate must promptly and
carefully review all reports on a regular basis and notify Paysafe of
any errors or discrepancies.
- Affiliate has ninety (90) days from the date of each Commission payment ("Claim Period") to challenge the amount or calculation of the Commission paid ("Claims").
Where notice is provided in the Claim Period, Paysafe shall use
reasonable commercial efforts to investigate and resolve any errors or
discrepancies and pay any outstanding Commission to Affiliate. If
Affiliate fails to provide notice to Paysafe of a Claim within the Claim
Period, Affiliate shall be deemed to approve the Commission. After the
Claim Period, Paysafe shall be under no obligation to investigate any
Claims and, to the extent permitted by law, Affiliate hereby releases
and discharges Paysafe from any and all liability with respect to paying
any unpaid Commission that may otherwise have been payable to Affiliate
hereby agrees not to sue, commence, voluntarily aid in any way,
prosecute or cause to be commenced or prosecuted against Paysafe any
action, suit or other proceeding concerning the Released Claims.
will be paid directly into the applicable Affiliate Member Account. If
the applicable Affiliate Member Account is closed (whether permanently
or temporarily) for any reason, Paysafe will be unable to pay the
Commission. It is Affiliate’s responsibility to ensure Affiliate Account
remains active. Paysafe shall not be liable to Affiliate for any losses
or damages incurred due to the Affiliate Member Account being suspended
will not be payable to Affiliate, and Affiliate agree to return to
Paysafe any Commission paid to Affiliate, for any Referred Member or
Sub-Affiliate that Paysafe can reasonably demonstrate relates to illegal
or abusive behaviour, fraudulent activity or Prohibited Activities.
- Prohibited activities
- Affiliate shall not, and shall ensure that Referred Members do not perform any of the following activities:
(a) Create or operate multiple Member Accounts without the prior written consent of Paysafe.
Make, in the reasonable discretion of Paysafe, fake and/or artificial
deposits with Paysafe Merchants for the sole purpose of generating
(c) Open or operate a Merchant Account, without the prior written consent of Paysafe.
(d) Register a Member Account on behalf of another person.
(e) Offer incentives or rewards to New Members to encourage them to apply for a Member Account.
(f) Create or employ any mechanism designed to artificially or automatically generate sign- ups to the Paysafe Services.
(g) use counterfeit, forged, imitated, stolen or otherwise altered identification documents.
Use or create any material that is sexually explicit, offensive,
profane, hateful, threatening, harmful, graphically violent, defamatory,
libellous, harassing, or discriminatory (whether based on race,
ethnicity, creed, religion, gender, sexual orientation, physical
(i) disparage or portray Paysafe or its affiliates in any way that will have a detrimental impact to their reputation.
- Licences and Use of Proprietary Materials
the duration and strictly for the purposes of these Terms and
Conditions, Paysafe hereby grants to Affiliate, a revocable,
non-exclusive, non-transferrable, licence to use, copy and distribute
the Paysafe trademarks, trade names and logo provided by Paysafe
directly to Affiliate (the “Proprietary Material”).
reserves the right to revoke Affiliate’s licence granted under clause
5.1 at any time and at its sole but reasonable discretion.
- Affiliate warrants, represents and undertakes to Paysafe that:
Unless authorised in writing by Paysafe, Affiliate shall only use
and/or display the Proprietary Material on the websites, webpages,
internet pages, mobile platforms or applications, and offline media
platforms (including, but is not limited to, classified ads, magazines
and newspapers) that have been pre-approved in writing by Paysafe (the
“Approved Media”). (b) Affiliate shall not use social media sites
(including but not limited to Facebook, LinkedIn, Twitter and Instagram)
to display the Proprietary Materials or promote the Paysafe Services or
Paysafe Partner Programme. (c) Affiliate shall not use and/or display
the Proprietary Material in any manner that is inappropriate or that is
in any way detrimental to Paysafe; (d) Affiliate will not alter, add to,
subtract from, or otherwise modify the Proprietary Materials including
proportions, colours, elements, nor animate, morph or otherwise distort
the Proprietary Materials perspective or appearance; (e) Affiliate shall
not bid on any keyword or on any Pay Per Click Search Engines where
such keyword contain Proprietary Materials or other Intellectual
Property owned by Paysafe (or its licensor’s) or any variation or
misspelling of the same. Further, Affiliate shall not bid on any word or
term that is confusingly similar to the Proprietary Materials or other
Intellectual Property owned by Paysafe (or its licensor’s). (f)
Affiliate shall not use, Paysafe’s (or any Paysafe affiliate) name,
trademarks, logos, trade names, business name, or the names of any of
the services and/or products (or any name, trademarks, logos, trade
name, or business name that is confusingly similar to the foregoing) in
its corporate name, trade name, e-mail address, social media network
account names or domain names. In addition, Affiliate shall not apply
for or register any of the same in its own name. (g) Unless otherwise
agreed in writing by Paysafe, Affiliate may not sell, resell, assign,
licence, sublicense or otherwise transfer rights to the Proprietary
Materials, the Paysafe Services or any Confidential Information. If
Affiliate makes any amendments, derivative works or improvements to the
Proprietary Materials or other Intellectual Property belonging to
Paysafe Affiliate agrees that such modifications shall be owned by
Paysafe. Affiliate hereby irrevocably assigns and transfers all such
modifications to Paysafe, and waives any moral rights therein.
and/or its affiliates and/or licensors own all right, title and
interest, including all copyright, trademark and other intellectual
property rights, in and to the Paysafe and Paysafe name and brand, the
Proprietary Materials, the Paysafe Services and all components used in
providing the Paysafe Services.
in these Terms and Conditions shall be construed to grant Affiliate
ownership of any of the Proprietary Materials or any other Intellectual
Property belonging to Paysafe. Affiliate shall not make any claim of
ownership over any Proprietary Materials or any other Intellectual
Property which have been directly or indirectly provided or made
available to Affiliate by Paysafe in connection with these Terms and
may in its discretion withdraw any consent provided in accordance with
this clause 5 upon notice to Affiliate. Upon receipt of such notice,
Affiliate will immediately cease such promotion of the Paysafe Services,
or use or display of Proprietary Materials, or other Paysafe (or any
Paysafe associate company) logos or marks, etc., as the case may be.
reserves the right at any time without notice to Affiliate to review
the Approved Media and any other forms of communication, media and
websites to ensure that Affiliate is complying with these Terms and
- Affiliate Warranties
- Affiliate warrants, represents and undertakes to Paysafe that:
(a) All of the information Affiliate has provided to Paysafe is true, accurate and complete.
It shall not, without Paysafe’s prior written consent and, where
applicable, the prior written consent of the intended recipient, engage
in the distribution of any bulk emails (spam) in any way mentioning or
referencing Paysafe, the Paysafe Services or using the Proprietary
Materials. Furthermore, Affiliate is responsible for ensuring that their
communications practices comply with all Applicable Laws and
(c) It shall not offer, promote or market the Paysafe
Partner Programme or the Paysafe Services in countries where Paysafe:
(a) is prohibited or restricted from offering payment processing
services; or (b) informs Affiliate not to promote the Paysafe Partner
Programme and/or Paysafe Services. A list of prohibited countries is
available upon request.
(d) It shall comply with all Applicable Laws
and Regulations, licences, regulations and codes of conduct applicable
to the promotion and marketing of the Paysafe Services and Paysafe
(e) Unless authorised by Paysafe in writing, it
shall not offer or give any financial compensation (including but not
limited to cashback) or any other reward that is designed to incentivise
Referred Members to use the Paysafe Services.
(f) It shall not and shall ensure that the Referred Members do not carry out any Prohibited Activities.
Unless authorised in writing by Paysafe, it shall not take any action
designed to induce, encourage or cause Paysafe Members to modify or
terminate their existing agreement with Paysafe for the purposes of
becoming a Referred Member.
(h) It shall not breach and shall ensure
that the Referred Members do not breach any of Paysafe’s terms of
services or attempt to circumvent the Paysafe security or verification
(i) It will not make or knowingly benefit from
transactions which Paysafe in its sole discretion deems to be
suspicious, unauthorized, fraudulent or malicious including without
limitation transactions that relate to money laundering, terrorism
financing, fraud or other illegal activities.
(j) It will co-operate with Paysafe to investigate any suspected illegal, abusive, or fraudulent activity.
Party will use and reproduce the other Party’s Confidential Information
only for the purpose of performing their obligations under these Terms
and Conditions and only to the extent necessary for such purpose and
will restrict disclosure of the other Party’s Confidential Information
to its employees, consultants or independent contractors with a need to
know and will not disclose the other Party’s Confidential Information to
any third party without the prior written approval of the other Party.
Paysafe may also disclose Affiliate’s Confidential Information to its
affiliates for the purpose of performing its obligations under these
Terms and Conditions or to administer the Paysafe Partner Programme.
Notwithstanding the foregoing, it will not be a breach of these Terms
and Conditions for either Party to disclose Confidential Information of
the other Party if required to do so by Applicable Law and Regulation,
or in a judicial or other governmental investigation or proceeding.
receiving Party agrees to return or destroy, and certify such
destruction has been completed, the disclosing Party’s Confidential
Information upon termination or expiration of these Terms and Conditions
or upon any request of the disclosing Party.
Parties agree that if the receiving Party commits a breach, or
threatens to commit a breach of the provisions of this clause 7, then
the disclosing Party shall have the right to bring an action for
injunctive relief or any other action at law or equity to specifically
enforce the terms of this clause 7, it being acknowledged and agreed
that any such breach or threatened breach could cause irreparable injury
and that money damages may not provide an adequate remedy.
Parties agree to ensure that their associated companies, owners,
leading personnel, consultants and board members adhere to the
abovementioned confidentiality undertaking.
- Representation of authority
Party warrants and represents that it has and will maintain all the
required rights and authority to enter into and to perform its
obligations under these Terms and Conditions.
- Liability and indemnities
Party shall be liable in contract, tort (including negligence or breach
of statutory duty) or otherwise for any punitive, exemplary, indirect
or consequential loss or damages of any kind in connection with or
arising out of these Terms and Conditions.
Party shall be liable for any indirect loss of profit or loss of
contract, loss of goodwill or reputation, loss of opportunity, loss of
revenue or third party loss regardless of whether or not the same was
foreseeable or had been brought to any Party’s attention.
to clauses 9.4 and 9.7, the aggregate liability of Paysafe in contract,
tort, negligence or otherwise arising out of or in connection with
these Terms and Conditions in any period of 12 months from the Effective
Date or any anniversary thereof (each a “Contract Year”) shall be
limited to the lower of (i) 10,000 USD or (ii) the total amount of
Commission paid by Paysafe to Affiliate in the previous Contract Year
(or, in the first Contract Year, the commission received to date).
the extent permitted by Applicable Laws and Regulations, nothing in
these Terms and Conditions shall operate to exclude or restrict a
Party’s liability for the following:
(a) fraud and fraudulent misrepresentation;
(b) death or personal injury due to negligence;
(c) wilful and malicious misconduct;
(d) damage to real or tangible personal property;
breach of clauses 5 (Licences and Use of Proprietary Materials), 6
(Affiliate Warranties), 7 (Confidentiality) and 10 (Compliance with
Applicable Laws and Regulations).
otherwise stated in these Terms and Conditions, neither Party shall be
liable to the other Party for any liability arising out of its
respective relationship with Referred Members.
- Paysafe shall not be liable for any of the following:
any suspension or refusal to accept payments which Paysafe has reason
to believe to be made fraudulently or without proper authorisation or
pose a security risk;
(b) the payment instructions received contain incorrect or improperly formatted information; or
(c) hardware, software or internet connection is not functioning properly;
shall indemnify and hold harmless Paysafe and its affiliates, employees
and directors, on demand, against any and all claims, losses,
liabilities, costs, expenses, reputational damage, loss of business or
other damages (including reasonable legal fees) arising, directly or
indirectly, from any breach of clause 4, 5, 6, 7 and 10 of these Terms
- Compliance with Applicable Laws and Regulations
performing their obligations under these Terms and Conditions, both
Parties shall comply with all Applicable Laws and Regulations from time
to time in force, including but not limited to the Modern Slavery Act
2015, Anti-Bribery Act 2010 and Paysafe’s Anti-Bribery and Corruption
Parties have and shall maintain in place throughout the term of these
Terms and Conditions their own policies and procedures to ensure
compliance with the Applicable Laws and Regulations.
shall promptly report to Paysafe any request or demand for any undue
financial or other advantage of any kind received by Affiliate in
connection with the performance of these Terms and Conditions;
request by Paysafe, Affiliate shall certify to Paysafe in writing, that
Affiliate and all persons associated with Affiliate under these Terms
and Conditions are compliant with this clause 10.
shall ensure that any person associated with Affiliate who is
performing services in connection with these Terms and Conditions does
so only on the basis of a written contract which imposes on and secures
from such person terms equivalent to those imposed on Affiliate under
this clause 10. Affiliate shall be responsible for the observance and
performance by such persons and shall be directly liable to Paysafe for
any breach of this clause 10 by such persons.
- Term and Termination
Terms and Conditions shall commence on the earlier of: (a) the date
Affiliate accepts the Paysafe Terms and Conditions; or (b) the date
Affiliate starts performing the services stated in clause 2.1 of these
Terms and Conditions and shall continue unless terminated in accordance
with these Terms and Conditions.
Party may terminate these Terms and Conditions without cause by giving
thirty (30) days prior written notice to the other Party.
may terminate these Terms and Conditions immediately and stop paying
Commission if Affiliate breaches clauses 4 (Prohibited Activities), 5
(Licences and Use of Proprietary Materials), 6 (Warranties), 7
(Confidentiality) or (10) Compliance with Applicable Laws and
Party may terminate these Terms and Conditions immediately by giving
written notice to the other Party (the “Defaulting Party”):
the Defaulting Party files a petition for bankruptcy, becomes insolvent
or makes any arrangement or composition with or assignment for the
benefit of its creditors, or a receiver is appointed for the Defaulting
Party or its business, or the Defaulting Party goes into liquidation
either voluntarily (otherwise than for reconstruction or amalgamation)
(b) If the Defaulting Party breaches a material
provision of these Terms and Conditions and such breach (if remediable)
is not remedied within five (5) business days after written notice to
the Defaulting Party identifying the matter or circumstances
constituting the material breach., any breach of Affiliate’s obligations
under clause 3 (Commission), 4 (Prohibited Activities), 5 (Licences and
Use of Proprietary Materials), 6 (Affiliate Warranties), 7
(Confidentiality) or 10 (Compliance with Applicable Laws and
Regulations) shall constitute a material breach.
- Consequences of Termination
prejudice and subject to clause 12.2, upon termination of these Terms
and Conditions, Paysafe shall pay all Commission owing to Affiliate up
to the effective date of termination. Thereafter, subject to clause 3.8
and 12.3 Paysafe shall continue paying Commission in accordance with
clause 3 for the lifetime of the Referred Member and/or Sub-Affiliate.
to clauses 3.6 and 3.8, if these Terms and Conditions are terminated by
Paysafe pursuant to clause 11.3 or 11.4, Paysafe shall stop paying
Commission to Affiliate for all Referred Members immediately upon
obligation to pay lifetime Commission after termination of these Terms
and Conditions under clause 12.1 shall cease immediately if:
Affiliate or Paysafe files a petition for bankruptcy, becomes insolvent
or makes any arrangement or composition with or assignment for the
benefit of its creditors, a receiver is appointed, or goes into
liquidation either voluntarily (otherwise than for reconstruction or
amalgamation) or compulsorily;
(c) Affiliate breaches Clause 7 (confidentiality) or 12 (consequences of Termination); or
(d) Affiliate Member Account is closed.
termination of these Terms and Conditions, however it arises, shall not
affect any actual or contingent liabilities or claims of any Party
hereto which accrue before these Terms and Conditions terminate.
- On termination of these Terms and Conditions, Affiliate shall:
(a) promptly return to Paysafe any material supplied to Affiliate by Paysafe;
(b) cease to use any Confidential Information made available to it pursuant to clause 7; and
immediately cease using Proprietary Materials, and any Paysafe
Intellectual Property which have been directly or indirectly provided or
made available to Affiliate.
provision of these Terms and Conditions which imposes an obligation
after termination or expiration of these Terms and Conditions shall
survive the termination or expiration of these Terms and Conditions,
including but not limited to clauses 1, 3, 4, 6, 7, 8, 9, 10, 12, and
prejudice to the remedies under clauses 3 (Commission), 9 (Limitation
of Liability) and 11 (Term and Termination), where Affiliate is in
breach, or where Paysafe has reason to believe Affiliate is in breach of
any term of these Terms and Conditions, Paysafe reserves the right to,
at its sole discretion, carry out any and/or all of the following:
Instruct Affiliate to immediately carry out any instructions issued by
Paysafe including (without limitation) immediate suspension of such
(b) Cease to pay Commission on Tagged Accounts.
(c) Reduce the amount of Commission for Tagged Accounts due and payable.
- Relationship of the Parties
AND PAYSAFE ARE INDEPENDENT CONTRACTORS UNDER THESE TERMS AND
CONDITIONS AND NOTHING HEREIN WILL BE CONSTRUED TO CREATE A PARTNERSHIP,
JOINT VENTURE OR AGENCY RELATIONSHIP BETWEEN THEM. NEITHER PARTY SHALL
HAVE AUTHORITY TO ACT IN THE NAME OR ON BEHALF OF OR OTHERWISE TO BIND
THE OTHER IN ANY WAY.
- Third Party Rights
person who is not a Party to these Terms and Conditions shall have
rights under the Contracts (Rights of Third Parties) Act 1999 or
otherwise to enforce any term of these Terms and Conditions.
shall not be responsible for any taxes, duties, assessments, fines,
levies or other amounts payable by Affiliate to any governmental or
regulatory authority arising out of these Terms and Conditions.
Affiliate is responsible for reporting and paying any taxes, duties,
assessments, fines, levies or other amounts payable or reportable in
relation to Commissions earned through the Paysafe Partner Programme.
- Changes to these Terms and Conditions
reserves the right to change these Terms and Conditions at any time
including changing the applicable Commission rate and to impose new or
additional terms on Affiliate’s participation in the Paysafe Partner
Programme. Changes will be effective as soon as they are published on
the Paysafe website. Affiliate’s continuous participation in the Paysafe
Partner Programme after such changes shall be deemed acceptance
to Affiliate shall be sent to the primary email address registered to
Affiliate Member Account. Notices to Paysafe shall be sent to email@example.com. All Notices shall be deemed delivered 24 hours after the transmission is sent.
- Force majeure
Party shall be under any liability if it is unable to perform its
obligations due directly or indirectly to any event or circumstances
beyond its reasonable control including, without limitation: the act
failure or omission by Government; telecommunications operators or other
competent authority; war, military operations, or riot; difficulty,
delay or failure in any machine, data processing system, manufacture,
production; supply by third parties of the Paysafe Services or with
respect to Affiliate, the supply of the services under these Terms and
Conditions; any act of God, inclement weather, failure or shortage or
power supplies, flood, drought, lightning or fire; strike, lock-out,
trade dispute or labour disturbance.
shall not assign, transfer, charge, subcontract or deal in any other
manner with all or any of its rights or obligations under these Terms
and Conditions without the prior written consent of Paysafe.
- Without prejudice to clause 20.1 of these Terms and Conditions, in the event Affiliate:
(a) acquires another existing Paysafe affiliate or its business;
(b) is acquired or its business is acquired by another existing Paysafe affiliate;
(c) merges with another existing Paysafe affiliate; or
(d) is acquired or its business is acquired by a third-party who is not an existing Paysafe affiliate
shall notify Paysafe prior to the transactions being completed. Paysafe
reserves the right, in its sole discretion to: (1) in the event clause
20.2(d), decline the third-party’s application to join the Paysafe
Partner Programme; (2) vary the Commission rate; (3) stop paying
Commission under these Terms and Conditions; and/or (4) modify or
terminate these Terms and Conditions.
- Governing Law
Terms and Conditions and any legal relationship between the Parties
arising out of or in connection with the Paysafe Partner Programme shall
be governed by and interpreted in accordance with the laws of England
and Wales. The Parties hereby irrevocably agree to submit to the
exclusive jurisdiction of the courts of England for the settlement of
any claim, dispute or matter arising out of or in connection with these
Terms and Conditions.
waiver of a right under these Terms and Conditions shall only be
effective if agreed or declared in writing. A delay in exercising a
right or the non-exercise of a right shall not be deemed a waiver and
shall not prevent a Party from exercising that right in the future
(subject to the provisions of the Limitations Act 1980).
- Entire agreement
Terms and Conditions represents the entire agreement between the
Parties in relation to its subject matter and shall replace and
supersede all previous agreements, understandings, warranties and
representations, either oral or written regarding the subject matter
hereto. Each Party acknowledges that it has entered into these Terms and
Conditions in reliance only on the representations, warranties,
promises and terms contained in these Terms and Conditions and, save as
expressly set out in these Terms and Conditions, neither Party shall
have any liability in respect of any other representation, warranty or
promise made prior to the date of these Terms and Conditions unless it
was made fraudulently.
any part of these Terms and Conditions is found by a court of a
competent jurisdiction to be invalid, unlawful or unenforceable then
such part shall be severed from the remainder of the Terms and
Conditions, which shall continue to be valid and enforceable to the
fullest extent permitted by law.
Terms and Conditions are drafted in English. If they are translated
into any other languages, it is for convenience only and the English
version shall prevail.