Terms And Conditions
To participate in the Paysafe
Affiliates Programme Affiliates must comply with these Terms and Conditions at
all times (“Terms and Conditions”). BY CHECKING THE BOX "Terms and
Conditions before proceeding with your application" YOU AGREE TO BE BOUND
BY THESE TERMS. IF you do NOT AGREE TO THESE TERMS, DO NOT CHECK THE BOX AND DO
NOT APPLY TO PARTICIPATE IN THE PAYSAFE AFFILIATES PROGRAMME.
Skrill 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.1 The Paysafe Affiliates
Programme allows Affiliates to generate commission through the referral of
the Paysafe Services to New Members (“Paysafe Affiliates Programme”).
Definitions and Interpretation
following terms when used in these Terms and Conditions shall have the
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.
Commission means the commission payable by Paysafe to Affiliate for the
referral of the Paysafe Services to New Members in accordance with clause 3
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
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
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
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
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 Financial 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
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
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.
Sub-Affiliate means 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 Affiliates 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
are incorporated into and form part of these Terms and Conditions and apply to
available at https://member.Paysafe.com/document/show and
the event of any inconsistency between any of the provisions of the applicable
the inconsistency, these Terms and Conditions will prevail. Capitalised words
2.1 Affiliate 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 Referred Members.
2.2 Affiliate may also refer
Sub-Affiliates to Paysafe. Paysafe, in its sole discretion will decide whether
to accept the Sub-Affiliate to the Paysafe Affiliates Programme.
2.3 The 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.
2.4 Affiliate 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.
2.5 Affiliate 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 immediate effect.
2.6 To participate in the Paysafe
Affiliates Programme, you will need to apply for an affiliate account for
Skrill and NETELLER in the Paysafe Affiliatess 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.
2.7 Affiliate 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.
3.1 In consideration of the services
rendered under these Terms and Conditions, Paysafe shall pay Affiliate the
(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
For 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
3.2 Paysafe, 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.
Paysafe 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.
3.3 Paysafe 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 Member Account.
3.4 The 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
3.5 Paysafe 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.
3.6 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 (“Released Claims”).
3.7 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
3.8 Commission 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 or closed.
3.9 Commission 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
4 Prohibited activities
4.1 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.
(b) Make, in the reasonable discretion of Paysafe, fake and/or artificial
deposits with Paysafe Merchants for the sole purpose of generating Commission.
(c) Open or operate a Merchant Account, without the prior written consent of
(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
(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
(h) 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 disability.
(i) disparage or portray Paysafe or its affiliates in any way that will have a
detrimental impact to their reputation.
5 Licences and Use of Proprietary
5.1 For 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”).
5.2 Paysafe reserves the right to revoke
Affiliate’s licence granted under clause 5.1 at any time and at its sole but
5.3 Affiliate warrants, represents and
undertakes to Paysafe that:
(a) 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 Affiliates 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.
5.4 Paysafe 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.
5.5 Nothing 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 Conditions.
5.6 Paysafe 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.
5.7 Paysafe 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
6 Affiliate Warranties
6.1 Affiliate warrants, represents and
undertakes to Paysafe that:
(a) All of the information Affiliate has provided to Paysafe is true, accurate
(b) 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 Regulations.
(c) It shall not offer, promote or market the Paysafe Affiliates 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 Affiliates 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 Affiliates Programme;
(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
(f) It shall not and shall ensure that the Referred Members do not carry out
any Prohibited Activities.
(g) 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
(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 procedures
(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.
7.1 Each 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 Affiliates 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.
7.2 The 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.
7.3 The 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.
7.4 The Parties agree to ensure that
their associated companies, owners, leading personnel, consultants and board
members adhere to the abovementioned confidentiality undertaking.
8 Representation of authority
8.1 Each 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.
9 Liability and indemnities
9.1 Neither 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.
9.2 Neither 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
9.3 Subject 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).
9.4 To 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;
(e) breach of clauses 5 (Licences and Use of Proprietary Materials), 6
(Affiliate Warranties), 7 (Confidentiality) and 10 (Compliance with Applicable
Laws and Regulations).
9.5 Unless 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.
9.6 Paysafe shall not be liable for any
of the following:
(a) any suspension or refusal to accept payments which Paysafe has reason to
believe to be made fraudulently or without proper authorisation or pose a
(b) the payment instructions received contain incorrect or improperly formatted
(c) hardware, software or internet connection is not functioning properly;
9.7 Affiliate 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 and Conditions.
10 Compliance with Applicable Laws and
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 Policy.
10.2 The 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.
10.3 Affiliate 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
10.4 Upon 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
10.5 Affiliate 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.
11 Term and Termination
11.1 These 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.
11.2 Either Party may terminate these
Terms and Conditions without cause by giving thirty (30) days prior written
notice to the other Party.
11.3 Paysafe 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 Regulations.
11.4 Either Party may terminate these
Terms and Conditions immediately by giving written notice to the other Party
(the “Defaulting Party”):
(a) If 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) or compulsorily.
(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.
12 Consequences of Termination
12.1 Without 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
12.2 Subject 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 termination.
12.3 Paysafe’s obligation to pay lifetime
Commission after termination of these Terms and Conditions under clause 12.1
shall cease immediately if:
(a) 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
(d) Affiliate Member Account is closed.
12.4 The 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
12.5 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
(c) immediately cease using Proprietary Materials, and any Paysafe Intellectual
Property which have been directly or indirectly provided or made available to
12.6 Any 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 13.
13.1 Without 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:
(a) Instruct Affiliate to immediately carry out any instructions issued by
Paysafe including (without limitation) immediate suspension of such activities.
(b) Cease to pay Commission on Tagged Accounts.
(c) Reduce the amount of Commission for Tagged Accounts due and payable.
14 Relationship of the Parties
AFFILIATE 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.
15 Third Party Rights
No 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.
Paysafe 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 Affiliates Programme.
17 Changes to these Terms and
Paysafe 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 Affiliates
Programme. Changes will be effective as soon as they are published on the
Paysafe website. Affiliate’s continuous participation in the Paysafe Affiliates
Programme after such changes shall be deemed acceptance thereof.
Notices 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.
19 Force majeure
Neither 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.
20.1 Affiliate 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.
20.2 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
(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
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 Affiliates
Programme; (2) vary the Commission rate; (3) stop paying Commission under these
Terms and Conditions; and/or (4) modify or terminate these Terms and
21 Governing Law
These Terms and Conditions and any legal relationship between the Parties
arising out of or in connection with the Paysafe Affiliates 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.
Any 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).
23 Entire agreement
These 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.
If 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.
These 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