Payop Terms And Conditions of Affiliate Program
These Payop Terms And Conditions of Affiliate Program regulate the relations between the Payop (Company) and the Affiliate.
Article 1. Definitions
1. Company – Payop.
2. Client – an entity that has paid for goods or services offered by the Affiliate’s Merchant on the Website.
3. Segmentation model – a division of market into groups, defined by the Company for the purpose of conducting sale activities and supporting Merchants. Segmentation involves the following groups of Merchants:
a) General Merchant – total value of the monthly sales of goods or services processed for the General Merchant via the Company’s Services amounts up to 1 000 000 EURO per month.
c) Large Merchant – a Merchants not covered in point a).
4. Settlement Period – a period of a calendar quarter, after the expiry of which the Affiliates becomes entitled to Remuneration.
5. Merchant – an entity that entered into an agreement on provision of services with the Company, acquired as a result of actions taken by the Affiliate.
6. Potential Merchant – an entity interested in the use of payment services provided by the Company and registered with the Company by the Affiliate.
7. Affiliate Program/Program – a program administered by the Company which consists of cooperation with Affiliates who refer Potential Merchants to payment services provided by the Company.
8. Terms and Conditions – these Terms and Conditions of Affiliate Program of the Company available at www.payop.com.
9. Affiliate Registration – a process of registering Affiliate Merchants with the Affiliate Program.
10. Merchant Registration – a process available to Potential Merchants of the Company, during which a Potential Merchant files an application for entering into an agreement on provision of payment services by the Company and indicates an Affiliate who recommended payment services provided by the Company.
11. Website – each website administered by one Merchant only, through which the Merchant offers its goods or services.
12. Affiliate – an entity that has entered into a cooperation agreement with the Company within the Affiliate Program and who recommends payment services provided by the Company to Potential Merchants in exchange for remuneration specified in the Agreement.
13. Agreement – an agreement on cooperation between the Company and an Affiliate (these Terms) under which the Affiliate undertakes to recommend payment services provided by the Company to Potential Merchants and which is made on the exclusivity basis, unless the parties decide otherwise.
14. Services – payment services provided by the Company for Merchants under a framework agreement on participation in the Company’s system.
15. Remuneration – a reward paid to the Affiliate in arrears after the lapse of the Settlement Period pursuant to financial conditions specified in the Agreement.
Article 2. Registration of Affiliates
1. Each application of a Potential Affiliate for admission to the Affiliate Program shall be evaluated by the Company, who decides whether to admit the Affiliate to the Affiliate Program and enter into the Agreement.
2. Before entering into the Agreement and by joining the Affiliate Program a Potential Affiliate shall provide the Company with data necessary to evaluate the Potential Affiliate.
3. If the Potential Merchant’s application for admission to the Affiliate Program is rejected, about which the Company informs the Potential Merchant, the Company is not obliged to specify a reason for such rejection.
4. If a Program Affiliate intends to use the Services for individual purposes, the Affiliate shall be subject to standard procedures of entering into an agreement with the Company.
Article 3. Obligations of Affiliates
1. The Affiliate shall in particular:
a) learn the product/services offer and technical aspects of the Company products/services,
b) conduct technical integration with the Company, if required by a cooperation business model or introduce the technical integration contractor authorized by the Company,
c) place on the Merchant’s website the Company’s trademarks and information materials obtained from the Company in a form approved by the Company,
d) organise the process of negotiations with Potential Merchants,
e) provide advice on the adaptation of Services to the needs of Potential Merchants,
f) provide assistance for technical integration of the Website with the Company system requisite to provide Services for the Merchant, if required by a cooperation business model,
g) act as an intermediary or, upon the request of the Company, participate in negotiations held between a Potential Merchant and the Company,
h) secure an agreement between a Potential Merchant and the Company,
i) provide retention of the Merchant and upsales of additional services/payment methods of the Company.
2. The Affiliate shall present the Services in a genuine manner and refrain from making any representations that would be contrary to information provided by the Company. The Affiliate represents that all its actions in any way related to the Services will comply with the applicable provisions of law.
3. The Affiliate shall provide Potential Merchants with reliable information on Service fees in line with the applicable price lists of the Company or individual arrangements between the Affiliate and the Company.
Article 4. Obligations of the Company
1. The Company will provide an Affiliate with information on remuneration to which the Affiliate is entitled.
2. The Company will provide the applicable price list of Services.
Article 5. Acquiring Merchants by Affiliates
1. The Affiliate shall refer Potential Merchants to the Company in the following manner:
a) by providing Merchants with a dedicated link to the Company’s registration form, which the Company has prepared for the Merchants of a given Affiliate;
b) by sending data necessary to register a Merchant with the Company via API made available by the Company;
c) by furnishing the Potential Merchant’s data to the address: [email protected], which contain Merchant’s company name, name and surname of a contact person, phone number, e-mail address, shop URL, industry sector and/or a brief description of goods or services on offer, estimated value of monthly turnover generated via electronic payments.
3. If the same Potential Merchant is reported by two or more Affiliates, precedence shall be determined according to the date of receiving an application by the Company.
4. Unless the Company raises an objection after receiving a Potential Merchant’s application, the Affiliate may start trade discussions with the Potential Merchant. The Company reserves the right to refuse to consent to Affiliate’s trade discussions with a Potential Merchant, in particular if:
a) a project concerns a Company’s Merchant who has already become a Company’s client,
b) The Company is already holding cooperation talks with the Merchant,
c) the Merchant has already been reported by another Affiliate,
d) the Merchant offers strictly prohibited goods or services listed.
5. The Company may refrain from indicating reasons for which it does not agree to Affiliate’s trade discussions with a Potential Merchant.
6. The Affiliate’s Merchant is Affiliate’s and assigned to the affiliate if:
a) It has not been previously registered / filed with Payop
b) He began technical integration within 3 weeks from the moment of submission
c) Processed the first $500 within 6 weeks from the filing
d) if it didn’t stop to use the services of the Company for at least 3 months (such Merchant could be deleted from the Affiliate account of the Affiliate upon individual decision of the Company).
Article 6. Remuneration for Affiliates
1. Remuneration for the merchant is accrued only for the first 91 calendar days from the moment of such merchant successful verification.
2. The amount of Remuneration due to an Affiliate is 10% of the Company’s commission if not otherwise determined in the Annexes to this Agreement. The amount of Remuneration for the Affiliate in the Settlement Period is established on the basis of information prepared by the Company within 7 business days after the end of the Settlement Period and sent to the Affiliate to the e-mail address specified in the Agreement. The Affiliate may lodge justified reservations to the information prepared by the Company within 5 business days after the Company sent it. The reservations, if any, should be sent in the electronic form to the e-mail address of the Company specified in the Agreement. If no reservations are made within the period specified in the preceding sentence, the Affiliate’s related claims shall expire.
3. The information referred to in point 2 indicates gross Remuneration comprising the VAT tax on goods and services as at an applicable rate.
4. The Remuneration shall be payable as of the date of the first transaction (payment) on the Website, except for when the Merchant is periodically released from paying commission on the value of transactions (payments) processed via the Company.
5. If the Agreement with the Affiliate is terminated, the Remuneration shall be payable until the Agreement termination date.
6. The Remuneration shall be paid to the Affiliate by transfer into the bank account, on a monthly basis.
7. If the Company is provided by the Affiliate with an incorrect VAT invoice, the Company shall notify the Affiliate thereof forthwith. In such a case, the Company may suspend payment for the invoice until being served a correct VAT invoice. Payment suspension on such basis shall not authorise the Affiliate to demand interest for default in payment from the Company.
8. If there are refunds made by the Merchant to the Client, in particular refunds related to withdrawal from agreements or approved complaints, the Affiliate’s Remuneration in the next Settlement Period may be lowered appropriately.
9. The Company consents to receive from the Affiliate electronic invoices within the meaning of the legislation on the tax on goods and services. Electronic invoices shall be sent using the electronic mail addresses indicated in the Agreement for the Company and the Affiliate.
10. In the case when the Affiliate’s remuneration includes transactions (payments) in currencies other than the EURO, their calculation shall be based on the average exchange rate of the National Bank of Singapore as published on:
a) the day when the given transaction (payment) was made, if this transaction (payment) was made on a working day,
b) on the working day preceding the day when the given transaction (payment) was made, if this transaction (payment) was made on a Saturday or another non-working day.
Article 7. The Company’s logotype
1. The Company hereby authorises the Affiliate to use the Company’s logotype. The Affiliate undertakes to place the Company’s logotype only on the websites that it operates or in information materials that it prepared after consulting the Company. The Company’s logotype shall be used only to perform the Agreement insofar as it is required for the correct performance hereof and only during the term hereof.
2. Company’s logotypes are available at www.payop.com.
3. If the Company notices any incorrect use of its logotype, the Company shall call the Affiliate to remedy such infringement forthwith, however not later than within 3 days from receipt of such call.
4. The Affiliate undertakes that after Agreement termination it will remove the Company’s logotype from all the locations where it is used by the Affiliate forthwith, however not later than within 3 days after the Agreement termination date.
Article 8. Confidentiality
1. The Affiliate undertakes to keep the Terms and Conditions of this Agreement, as well as all information received from the Company, confidential (Confidential Information). A disclosure of the fact of the Affiliate’s participation in the Affiliate Program does not constitute an infringement, including the disclosure of such information in an agreement with a Merchant, nor does disclosure of Confidential Information to the Affiliate’s employees who are directly involved in the performance of the Agreement, as long as they have been obligated to observe confidentiality. The Affiliate undertakes to disclose Confidential Information to its employees and contractors only in as much as this is required for adequate performance of the Agreement.
2. The Affiliate shall keep secret any and all Confidential Information obtained from the Company in any form (whether in writing, orally, electronically or otherwise), in particular such that was furnished under the Affiliate Program, and not disclose it without the Company consent. Confidential Information shall include in particular: any data and information constituting business secret or marked as Confidential Information, e.g. financial, commercial, organisational, program-related, technological and technical information, including without limitation data relating to IT architecture and infrastructure, concluded agreements, capital and business projects of the Company, pricing policy, Remuneration and applied rates and price lists together with information on Merchants, including Potential Merchants.
3. The confidentiality obligation specified above shall not apply if the information referred to in point 2: a) has been disclosed to the public in a manner not infringing point 2,
b) is known to the Affiliate from other sources not obliged to keep it confidential,
c) may be disclosed because the Company has agreed to its disclosure in writing,
d) is to be disclosed upon order of competent authorities pursuant to applicable provisions of law.
4. The Affiliate shall immediately inform the Company about any abuse or unauthorised disclosure of Confidential Information, whether actual or suspected, by giving all the details of such abuse or disclosure.
5. The Affiliate shall use Confidential Information obtained under the Affiliate Program only for correct performance of the Agreement.
Article 9. Agreement termination
1. The Agreement is made for an indefinite period of time.
2. The Parties may terminate the Agreement with 1- month notice effective as at the end of the calendar month. Termination of the Agreement shall be made in writing, otherwise being null and void.
3. The Company may terminate the Agreement without observing the notice period if:
a) the Affiliate ceases to pursue its business activity (bankruptcy, liquidation),
b) the Affiliate infringes these Terms and Conditions,
c) the Agreement has been infringed,
d) the Affiliate does not accept changes hereto,
e) the Affiliate infringes the exclusivity principle,
f) the Affiliate infringes the terms of using the Company’s trademarks,
g) a competitor of the Company has taken control over the Affiliate.
Article 10. Final provisions
1. The Company shall be entitled to amend the provisions hereof at any time. The Company shall inform the Affiliate about changes hereto within 14 days before the amendments are planned to enter into force. Any amendment hereto shall enter into force within 14 days after being announced. If the Affiliate does not accept amendments hereto, the Agreement shall be terminated automatically. If no objections to amendments hereto are made before the amendments enter into force, it shall be understood that the Affiliate has accepted the new content hereof.
2. Matters not regulated herein or in the Agreement shall be governed by relevant provisions of State of Delaware law.
3. If particular provisions hereof or of the Agreement are deemed invalid or ineffective in whole or in part for any reason, other provisions shall survive. In the above-mentioned case, the Parties shall replace such invalid or ineffective provisions with other provisions so as to fulfil the objective of the Agreement or hereof.
4. The Affiliate must not without prior written consent of the Company assign any rights or obligations resulting from the Agreement.
5. The Affiliate shall inform the Company about any changes to correspondence data with 7-days’ notice. If this obligation is not fulfilled by the Affiliate, any letters sent to the Affiliate’s postal or e-mail address known to date shall be deemed served effectively.
6. Any disputes arising hereunder or in connection with participation in the Affiliate Program shall be resolved by the court having jurisdiction over the registered office of the Company.
Any additional enquiries can be sent to the Administration by [email protected].
