Payz Affiliate Program Terms and Conditions

This document was last updated on May 10th, 2023.

The terms below govern your participation as an affiliate in the Payz Affiliate Program operated by FTCO Ltd. You agree to abide by the following terms and conditions. If there is any part of the following Terms of Use you do not understand (or that wish to clarify), please contact our Payz Affiliates Team at affiliates@test.payz.com.

“Affiliate” and/or “You” means the individual person or company that has been approved by Payz to participate in the Payz Affiliate Program in accordance with this Agreement;

“Commission” means the sums payable to Affiliate hereunder.

“Payz account” means a Payz online stored-value account;

“Payz” is a brand operated by PSI-Pay Ltd and/or IPS Services Ltd, used for the PSI Service;

“Merchant” means any commercial or business entity that is validly registered with PSI (or associated company) and enabled to receive and send payments to Users;

“New User” means a potential new customer, who at the time of the referral by Affiliate to Payz is not a Payz account User;

“PSI Service” means the emoney, money transfer, and identity verification services provided by PSI under the brand name “Payz”;

“PSI”,“we”, “our”, “us” means IPS Solutions Ltd, PSI-Pay Ltd or FTCO Limited;

“Referred User” means a New User who successfully signs up to the Payz account following a referral by the Affiliate;

“Referral Account” means the list of Referred Users under Affiliate’s name for the purposes of calculation of Commission;

“User” means any individual person (or company) that meets all eligibility requirements and successfully opens a Payz account by agreeing to the relevant terms of use;

“Website” means the website at www.payz.com.

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2.1 Affiliate shall in good faith promote and refer the Payz account to potential New Users with the aim of such New Users becoming Referred Users.

2.2. Affiliate acknowledges and accepts that the legal relationship between Payz and any such Referred User shall be the sole remit and responsibility of Payz.

2.3 Affiliate shall ensure and procure that, in relation to PSI and the products and services it wishes to offer hereunder, no other products or services shall be proposed or discussed with potential New Users and (save to the extent authorised and licensed to do so) Affiliate shall not purport to advise any potential New Users about any financial products.

2.4 Each party acknowledges that PSI has complete discretion as to whether or not to negotiate with any prospective New User and/or enter into any contract with such prospective New User.

2.5 For the avoidance of doubt, no Commission shall be payable in relation to Users who have breached the terms of their Payz account agreement.

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3.1 For the duration and strictly for the purposes of this Agreement, PSI hereby grants to Affiliate, a revocable, non-exclusive, non-transferable, limited licence to use the PSI trademarks, advertisements, text links, graphic materials and/or textual materials provided by PSI  to Affiliate hereunder (“Proprietary Materials“). For the avoidance of doubt, this licence shall expire upon any termination or expiry of this Agreement.

3.2 PSI reserves the right to revoke the above licence at any time and at its sole discretion in the event Affiliate breaches any term of this Agreement.

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4.1 Affiliate warrants, represents and undertakes to PSI that it shall use the Proprietary Materials strictly in accordance with the following:

(I) unless authorised in writing by PSI, Affiliate shall use and/or display the Proprietary Material only on the websites, webpages, internet pages, mobile platforms or application, and offline media platforms (including, but not limited to, classified ads, magazines and newspapers) that have been specified and pre-approved in writing by PSI.

(II) Affiliate shall not use and/or display the Proprietary Material in any manner that (in PSI’s opinion) may be inappropriate or harmful to PSI in any way;

(III) Affiliate shall not modify, adjust, adapt, translate, subtract from, add to, or otherwise distort in any way, the Proprietary Materials;

(IV) Affiliate shall not bid on any keyword or on any Pay Per Click Search Engines where such keyword contains any Proprietary Materials or other Intellectual Property owned by PSI (or its licensors) or any variation or misspelling of the same;

(V) unless authorised in writing by PSI, Affiliate shall not use and/or display any logos, trade names, business names, trademarks, advertisements, text links, website links, graphic material and/or textual material other than the Proprietary Materials;

(VI) unless authorised in writing by PSI, Affiliate shall not target any existing PSI customers or users.

For the avoidance of doubt, Affiliate shall not at any time use any material hereunder (or otherwise in relation to the Payz) any material that is or reasonably could be regarded as: (I) sexual explicit, obscene, or pornographic; (II) offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise); (III) graphically violent; or (IV) solicitous of any unlawful behavior.

4.2 Affiliate shall not make any claim to ownership of any Proprietary Materials or in any other intellectual property rights which have been directly or indirectly provided or made available to Affiliate in connection with this Agreement;

4.3 Affiliate shall not use, register or apply the Proprietary Materials in or in relation to Affiliate’s own corporate name, brand or trade name, email address, social media network(s) or domain name(s).

4.4 Nothing in this Agreement shall be construed to grant Affiliate any rights in or to any Proprietary Materials or in any other intellectual property rights which have been directly or indirectly provided or made available to Affiliate in connection with this Agreement;

4.5 Affiliate shall indemnify and hold harmless PSI (and its employees and directors) from and against any and all claims, losses, liabilities, costs, expenses or damages (including and all legal fees) arising, directly or indirectly, from any breach of this Clause 4.

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5.1 Any and all intellectual property rights in and to the names, marks and other Proprietary Materials are and shall remain at all times the sole and exclusive property of PSI and nothing herein shall be construed as granting Affiliate any right, interest or licence in or to the same except to the expressly granted in this Agreement.

5.2 Affiliate shall notify PSI of any suspected infringement of any Proprietary Materials of which Affiliate becomes aware. PSI shall have the right but not the obligation to bring an infringement action in connection therewith. Affiliate agrees, upon request to provide reasonable assistance in connection with any infringement action concerning the Proprietary Materials.

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6.1 Affiliate hereby represents, warrants and undertakes as follows:

(I) Affiliate has the appropriate business skills, qualifications, knowledge, experience and expertise required for the performance of its obligations hereunder, and all information provided to PSI hereunder is (and shall be for the Term, unless otherwise notified to PSI promptly on discovery) true, accurate and complete;

(II) Affiliate shall perform Affiliate’s obligations in a professional and workmanlike manner and consistent with generally accepted industry standards, and shall at all times comply with all applicable law and shall not receive or transfer funds nor otherwise use any PSI services or materials in connection with any illegal, fraudulent or deceptive activity;

(III) Affiliate is free to enter into this Agreement and perform Affiliate’s obligations hereunder and there are no contracts and/or restrictive covenants preventing the same;

(IV) Affiliate shall refrain from being involved in, directly or indirectly, and shall inform PSI, immediately and without delay, of any affairs and/or matters that might constitute a conflict of interest with PSI or Affiliate’s performance of this Agreement;

(V) Affiliate shall not carry out any activity or take any action designed to cause or encourage Referred Users to make fraudulent, fake and/or invalid or artificial deposits with Payz Merchants (for the purpose of generating Commission or otherwise);

(VI) Affiliate shall not be a Referred User for the purposes of calculation of Commission due and payable, and any transactions processed on any of  Affiliate’s own accounts shall be excluded from the calculation of Commission;

(VII) Affiliate shall not (and shall use best endeavours to ensure that Referred Users shall not) carry out any abuse or fraudulent activity related to the Payz accounts. “Promoting abuse” shall include, but shall not be limited to, the following:

(a) any action and/or attempt to create and operate multiple accounts that are registered in the name of the Referred User(s) and/or any other users’ identities;

(b) any action and/or attempt to create any mechanism designed to artificially or automatically generate sign ups to the Referred Account:

1. submission of any counterfeit, forged, imitated and/or altered documents;

2. any action and/or attempts that are in breach of any promotion or referral program operation by PSI or any of PSI’s official partners or Payz Merchants;

(VIII) Affiliate shall not charge or otherwise extract or receive from a New User any payment in relation to this Agreement or any Payz account;

(IX) Affiliate is not a Merchant (and shall not become a Merchant during the Term);

(X) Affiliate shall not promote the PSI Services, nor otherwise target prospective Referred Users, in countries listed on Payz’s non-serviced list as amended from time to time and is communicated to the Affiliate, nor in the following countries: Canada, Turkey, China, Japan, India, Kuwait, Bahrain, Oman, Qatar, Saudi Arabia and UAE.

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7.1 “Fee Revenue” shall comprise the revenue generated and actually received by PSI from Referred Users when a Referred User successfully transfers funds to a Payz Merchant for which PSI charges the Payz Merchant a receive money fee.

7.2 In consideration of the services rendered under this Agreement, PSI shall pay Affiliate the Commission in the amount of twenty percent (20%) of the Fee Revenue, provided always such amount is limited to a maximum of six tenths of a percent (0.6%) of the value of each relevant underlying transaction generating the Fee Revenue. For the avoidance of doubt, no additional Commission shall be due and payable unless agreed in writing by PSI.

7.3 For the purposes of this Agreement, the Fee Revenue shall not include the amount of any:

(I) chargeback or reversal costs incurred in connection with a transaction made by a Referred User;

(II) negative account balances incurred by any Referred User;

(III) currency exchange fees applied by PSI;

(IV) administrative fees and other costs associated with any chargebacks, reversal amounts or other bad debt incurred by PSI in connection with a transaction made by a Referred User; and/or

(V) charges on P2P transactions.

7.4 PSI shall use reasonable endeavours to make weekly (or in such other frequency as determined by PSI) Commission payments to Affiliate’s Payz account as notified from time to time. Without prejudice to the foregoing, PSI reserves the right (in lieu of the above) to make monthly lump sum payments of Commission within thirty (30) days of the following the end of the month for which Commission is due and payable.

7.5 Without prejudice to Clause 12, PSI shall pay the Commission for as long as PSI generates Fee Revenue from relevant Referred User(s). However, PSI shall not be liable to pay Commission for the transaction volume of any particular Referred User where and/or as soon as:

(I) the Commission paid in respect of a Referred User equals or exceeds EUR 1,000 (one thousand euros);

(II) the period of time elapsed from the date of registration of the Referred User exceeds twelve (12) months; and/or

(III) this Agreement has been terminated as a result of a breach by Affiliate.

7.6 PSI reserves the right, at its sole discretion, to remove Users who have previously been Payz account Holders. For the avoidance of doubt, Commission shall only be payable for Referred Users for the period in which they are listed under the Referral Account.

7.7 PSI reserves the right to change the applicable Commission rate or its percentage cap or total cap upon giving Affiliate not less than two (2) weeks’ notice.

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8.1 The AFFILIATE undertakes to report and pay taxes imposed on their income by any jurisdiction in which the AFFILIATE carries on business, including but not limited to state income taxes. Should FTCO LTD be required to pay any such taxes on the income of the AFFILIATE, the amount of such taxes and all related interest, fines, or penalties shall become immediately due and payable to FTCO LTD.

8.2 The PARTIES agree that the taxes in the nature of an excise, sales or use tax are not currently imposed on the Service contemplated under this Agreement. Further, the Parties agree that if such taxes are imposed, the burden of such taxes shall be the responsibility of the AFFILIATE.

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9.1 Affiliate hereby agrees to:

(I) hold the Confidential Information (as defined below) in strict confidence and take all actions to protect it (at least to the same extent and by the same means it uses to protect the confidentiality of its own proprietary or confidential information that it does not wish to have exposed); and

(II) use the Confidential Information only as permitted under and for the purpose of this Agreement;

“Confidential Information” means any of PSI’s data, information and materials of whatever nature, in written, oral or other form, in any medium, including, without limitation, information regarding the Payz accounts,  financial data, User and potential User data and information related to transactions. For purposes hereof, the terms of this Agreement and the parties’ engagement set forth herein shall also be deemed as Confidential Information.

9.2 During the Term (and for 12 months following termination or expiration of this Agreement), Affiliate shall not, whether on its account and/or on behalf of others, in any way, directly or indirectly, without the prior written approval of PSI:
(I) interfere with and/or endeavour to entice away, offer or solicit any employees and/or service providers with whom PSI have and/or shall have a contractual and/or commercial relationship of whatsoever nature (collectively, “Employees”),

(II) enter into or conduct negotiations with, engage or respond to any unsolicited offers of any Employees, and/or

(III) encourage or cause others to solicit or encourage any of the forgoing Employees to terminate their employment and/or engagement with PSI.

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Without prejudice to PSI’s other rights hereunder, where Affiliate is in breach of this Agreement, or where PSI has reason to believe that the Affiliate may be in breach hereof, PSI reserves the right to carry out any and/or all of the following:
(i) PSI may instruct Affiliate to immediately carry out any instruction reasonably issued by PSI, including (without limitation) immediate suspension of such activities;

(ii) PSI may, following written notice, terminate this Agreement with immediate effect and/or cease to pay any amount (or reduce the amount) of Commission (regardless of whether due and/or payable).

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11.1 Neither party shall be liable in contract, tort (including negligence or breach of statutory duty) or otherwise for any indirect or consequential loss or damages of any kind in connection with or arising out of this Agreement.

11.2 Neither party shall be liable for any direct or indirect punitive or exemplary damages or for any 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.

11.3 Nothing in this Agreement shall operate to exclude or restrict a party’s liability for the following:

(I) fraud and fraudulent misrepresentation; or

(II) death or personal injury due to negligence;

11.4 For the avoidance of doubt, neither party shall be liable to the other for any liability arising out of its respective relationship with Referred Users.

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Affiliate shall indemnify and hold PSI harmless from and against any and all claims, demands, or actions arising out of Affiliate’s actions under this Agreement or a breach of any of Affiliate’s obligations hereunder, including without limitation, activities outside the express authorisation provided to Affiliate under this Agreement.

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13.1 This Agreement shall commence on the date on which Affiliate’s application to the Payz Affiliate Programme is approved and shall continue unless and until terminated in accordance with the terms herein.

13.2 Either party may terminate this Agreement without cause on not less than thirty (30) days’ notice.

13.3 This Agreement may be terminated by written notice:

(I) by either party in the event that the other party has committed a material breach of any of its obligations, warranties or representations hereunder and such breach has not been cured within fourteen (14) days. For the avoidance of doubt, any breach of Affiliate’s obligations under clause 4 (Licenсes), clause 7 (Representations and Warranties), 8 (Consideration), 9 (Confidentiality and Non-Solicitation) shall constitute as a material breach; or

(II) by either party in the event of a relevant Bankruptcy Event; or

(III) where the other party has committed a dishonorable criminal offense; or

(IV) where the other party deliberately causes harm to such party’s and/or its associated company’s or commercial party’s business affairs.

“Bankruptcy Event” shall include where:

(I) either party files a petition in bankruptcy, files a petition seeking any reorganization, arrangement, composition, or similar relief under any law regarding insolvency or relief for debtors, or makes an assignment for the benefit of creditors;

(II) a receiver, trustee, or similar officer is appointed for the business or property of either party;

(III) any involuntary petition or proceeding under bankruptcy or insolvency laws is instituted against either party and not stayed, enjoined, or discharged within sixty (60) days; or

(IV) either party adopts a resolution for discontinuance of its business or for dissolution.

13.4 For the avoidance of doubt and without prejudice to clauses 8.6 and 8.7, upon termination of this Agreement, PSI shall continue paying Commission for a period of six (6) months following termination , unless Affiliate has breached any term of this Agreement, in which case PSI shall stop paying Commission immediately on such termination.

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14.1 The termination of this Agreement, however it arises, shall not affect any actual or contingent liabilities or claims of any party hereto which accrue before the Agreement terminates. Any clauses of this Agreement which are intended, either expressly or by implication, to continue post termination will continue in effect following termination.

14.2 On termination of this Agreement, the Affiliate shall:
(I) promptly return to PSI (or delete and provide evidence of deletion of) any material(s) supplied to Affiliate hereunder;

(II) cease to use any Confidential Information obtained in connection with this Agreement; and

(III) immediately cease using Proprietary Materials (or other materials) which have been directly or indirectly provided or made available to the Affiliate hereunder.

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15.1 This Agreement shall bind and benefit the parties hereto and their respective successors, provided, however, that Affiliate shall not assign, sublicense, subcontract, transfer, lease or share any rights granted under this Agreement. Any such attempted assignment shall be null and void.

15.2 This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and all other prior or contemporaneous agreements of the parties with respect to said subject matter are hereby merged into and superseded by this Agreement. This Agreement may not be changed, modified or amended other than by a further written agreement signed by both parties hereto.

15.3 The failure or omission of either party hereto to insist, in any instance, upon strict performance by the other party of any term of provision of this Agreement or to exercise any of its rights hereunder shall not be deemed to be a modification of any term hereof or a waiver or relinquishment of the future performance of any such term or provision by such party, nor shall such failure or omission constitute a waiver of the right of such party to insist upon future performance by the other party of any such term or provision.

15.4 This Agreement shall be governed by, and shall be construed and interpreted in accordance with the laws England and Wales, without giving effect to principles of conflicts of laws. Each party hereto, for itself and for its successors and assigns, without regard to domicile, citizenship or residence, hereby expressly and irrevocably consents and subjects itself to the exclusive jurisdiction of the courts situated in London, England in respect of any and all matters arising under or in connection with this Agreement.

15.5 In performing their respective obligations hereunder, the parties shall each operate as and have the status of independent contractors and shall not act as or be an agent or employee of the other. Neither party shall have any right or authority or assume or create any obligations or make any representations or warranties on behalf of the other party, whether expressed or implied, or to bind the other party in any respect whatsoever and will not represent itself as having the authority to bind the other party in any manner.

15.6 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

15.7 All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered or transmitted, and shall be effective upon receipt, if delivered personally, sent by air courier, or sent by electronic transmission, with confirmation received, to the Affiliate’s administrator or to the relevant PSI Account Manager (as assigned to you from time to time) in the event of a notice to PSI.

15.8 If you have any questions about this document or any of your dealings with PSI, you may contact us via e-mail at affiliates@test.payz.com via the “Contact Us” page on our website (https://test.payz.com/).

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