To participate in the STICPAY Partner Program Affiliates must comply with these Terms and Conditions at all times (“Terms and Conditions”). ). BY CLICKING "AGREE" YOU 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 STICPAY PARTNER PROGRAM. STIC FINANCIAL LTD ,(“STICPAY” or “us”) and you (hereinafter "Affiliate"), each a Party or collectively the Parties.
The STICPAY Partner Program allows Affiliates to generate commission through the referral of the STICPAY Services to New Members (“STICPAY Partner Program”).
1. Definitions and InterpretationThe 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 STICPAY 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 STICPAY to Affiliate for the referral of the STICPAY Services to New Members in accordance with clause 3 (Commission) hereto.
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 STICPAY Merchant for the receipt of payments from Tagged Accounts excluding, transaction fees in relation to payments made rebates as agreed between STICPAY and the Merchant.
Member Account means the electronic money account registered with STICPAY (“STICPAY Member Account”) in the name of a Member (excluding the Affiliate Member Account).
New Member means a consumer who, at the time of the referral by Affiliate to STICPAY in accordance with clause 2, does not have an existing Member Account.
STICPAY Merchant means an individual, a body corporate, an association, a partnership, a trust or any other entity or organization that has been accepted by: STIC, to accept online payments from Members for goods and services.
Prohibited Activities means the activities set out in clause 4 or any other activities communicated by STICPAY from time to time
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.
2. Referrals1. Affiliate shall co-operate in good faith with STICPAY to promote and refer to New Members in accordance with these Terms and Conditions. Affiliate acknowledges and agrees that STICPAY may in its sole discretion decide whether or not to accept New Members as Referred Members.
2. Affiliate shall not have any power to accept Referred Members or make contracts on behalf of STICPAY and shall not make or give any promises, representations, warranties or guarantees, whether expressed or implied to New Member on behalf of STICPAY.
3. To participate in the STICPAY Partner Program, you will need to apply for an affiliate account in the STICPAY Partners Program that will enable you to access your referral links, commission reports and other tools and information that STICPAY may provide from time to time.
4. Affiliate must have an Affiliate Member Account with STICPAY to promote the STICPAY Services and an Affiliate Member Account with STICPAY Services
3. Commission1. In consideration of the services rendered under these Terms and Conditions, STICPAY shall pay Affiliate the following Commission: . 20% of Fee Revenue earned from Tagged Accounts For the avoidance of doubt, unless otherwise agreed by STICPAY in writing, each Referred Member shall only have one Tagged Account. No Commission will be payable by STICPAY to Affiliate in relation to other Member Accounts held by Referred Members.
2. STICPAY, in its absolute discretion, may stop paying commission in respect of a Referred Member or set off future Commission payments against any Commission paid to Affiliate in respect of the relevant Referred Member, where STICPAY has reasonable grounds to believe the Referred Member concerned: (a) had a Member Account (either through their direct relationship with STICPAY 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. STICPAY will inform the 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. STICPAY will pay Commission within 15 working days (or in such other frequency as determined by STICPAY) following the 15th of the calendar month for which Commission is due and payable. Commission in respect of Referred Members on the STICPAY platform will be paid into the Affiliate Member’s STICPAY Account and
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 STICPAY, in a form and at intervals to be agreed between the Parties from time to time, a VAT invoice recognized 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.
5. STICPAY shall make commission reports available to Affiliate in such detail as STICPAY determines from time to time. Affiliate must promptly and carefully review all reports on a regular basis and notify STICPAY of any errors or discrepancies.
6. Affiliate hereby agrees not to sue, commence, voluntarily aid in any way, prosecute or cause to be commenced or prosecuted against STICPAY any action, suit or other proceeding concerning the Released Claims.
7. 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, STICPAY will be unable to pay the Commission. It is Affiliate’s responsibility to ensure Affiliate Account remains active. STICPAY shall not be liable to the Affiliate for any losses or damages incurred due to the Affiliate Member Account being suspended or closed.
8. Commission will not be payable to Affiliate, and the Affiliate agrees to return to STICPAY any Commission previously paid to Affiliate, for any Referred Member for which STICPAY can reasonably demonstrate relates to illegal or abusive behavior, fraudulent activity or Prohibited Activities.
4. Prohibited activities1. 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 STICPAY.
(b) Make, in the reasonable discretion of STICPAY, fake and/or artificial deposits with STICPAY Merchants for the sole purpose of generating Commission.
(c) Open or operate a Merchant Account, without the prior written consent of STICPAY.
(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 STICPAY Services.
(g) Use counterfeit, forged, imitated, stolen or otherwise altered identification documents.
(h) Use or create any material that is sexually explicit, offensive, profane, hateful, threatening, harmful, graphically violent, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability.
(i) Disparage or portray STICPAY or its affiliates in any way that will have a detrimental impact to their reputation.
5. Affiliate Warranties1. Affiliate warrants, represents and undertakes to STICPAY that:
(a) All the information Affiliate has provided to STICPAY is true, accurate and complete.
(b) It shall not, without STICPAY’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 STICPAY, the STICPAY 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 STICPAY Partner Program or the STICPAY Services in countries where STICPAY: (a) is prohibited or restricted from offering payment processing services; or (b) informs Affiliate not to promote the STICPAY Partner Program and/or STICPAY Services. A list of prohibited countries is available upon request.
(d) It shall comply with all Applicable Laws and Regulations, and all codes of conduct applicable to the promotion and marketing of the STICPAY Services and STICPAY Partner Program;
(e) Unless authorized by STICPAY in writing, it shall not offer or give any financial compensation (including but not limited to cash back) or any other reward that is designed to incentivize Referred Members to use the STICPAY Services.
(f) It shall not and shall ensure that the Referred Members do not carry out any Prohibited Activities.
(g) Unless authorized in writing by STICPAY, it shall not take any action designed to induce, encourage or cause STICPAY Members to modify or terminate their existing agreement with STICPAY 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 STICPAY’s terms of services or attempt to circumvent the STICPAY security or verification procedures
(i) It will not make or knowingly benefit from transactions which STICPAY 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 STICPAY to investigate any suspected illegal, abusive, or fraudulent activity.
6. Confidentiality1. 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. STICPAY 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 STICPAY Partner Program. 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.
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.
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.
4. The Parties agree to ensure that their associated companies, owners, leading personnel, consultants and board members adhere to the abovementioned confidentiality undertaking.
7. Representation of authority1. 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.
8. Liability and indemnities1. 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.
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 attention.
3. Subject to clauses 9.4 and 9.7, the aggregate liability of STICPAY 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 STICPAY to Affiliate in the previous Contract Year (or, in the first Contract Year, the commission received to date).
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) damage to real or tangible personal property; (d) breach of clauses 5 (Licenses and Use of Proprietary Materials), 6 (Affiliate Warranties), 7 (Confidentiality) and 10 (Compliance with Applicable Laws and Regulations). 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. 6. STICPAY shall not be liable for any of the following: (a) any suspension or refusal to accept payments which STICPAY has reason to believe to be made fraudulently or without proper authorization 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; 7. Affiliate shall indemnify and hold harmless STICPAY 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.
9. Term and Termination1. These Terms and Conditions shall commence on the earlier of: (a) the date Affiliate accepts the STICPAY 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.
2. Either Party may terminate these Terms and Conditions without cause by giving thirty (30) days prior written notice to the other Party.
3. STICPAY may terminate these Terms and Conditions immediately and stop paying Commission if Affiliate breaches clauses 4 (Prohibited Activities), 5 (Licenses and Use of Proprietary Materials), 6 (Warranties), 7 (Confidentiality) or (10) Compliance with Applicable Laws and Regulations.
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 (Licenses and Use of Proprietary Materials), 6 (Affiliate Warranties), 7 (Confidentiality) or 10 (Compliance with Applicable Laws and Regulations) shall constitute a material breach.
10. Consequences of Termination1. Without prejudice and subject to clause 12.2, upon termination of these Terms and Conditions, STICPAY shall pay all Commission owing to Affiliate up to the effective date of termination. Thereafter, subject to clause 3.8 and 12.3 STICPAY shall continue paying Commission in accordance with clause 3 for the lifetime of the Referred Member and/or Sub-Affiliate.
2. Subject to clauses 3.6 and 3.8, if these Terms and Conditions are terminated by STICPAY pursuant to clause 11.3 or 11.4, STICPAY shall stop paying Commission to Affiliate for all Referred Members immediately upon termination.
3. STICPAY’s obligation to pay lifetime Commission after termination of these Terms and Conditions under clause 12.1 shall cease immediately if:
(a) Affiliate or STICPAY 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;
(b) Affiliate commits any Prohibited Activities after termination;
(c) Affiliate breaches Clause 7 (confidentiality) or 12 (consequences of Termination); or
(d) Affiliate Member Account is closed.
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 Conditions terminate.
5. On termination of these Terms and Conditions, Affiliate shall:
(a) promptly return to STICPAY any material supplied to Affiliate by STICPAY;
(b) cease to use any Confidential Information made available to it pursuant to clause 7; and
(c) immediately cease using Proprietary Materials, and any STICPAY Intellectual Property which have been directly or indirectly provided or made available to Affiliate.
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.
11. Remedies1. 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 STICPAY has reason to believe Affiliate is in breach of any term of these Terms and Conditions, STICPAY 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 STICPAY 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.
12. Relationship of the PartiesAFFILIATE AND STICPAY 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.
13. Third Party RightsNo person who is not a Party to these Terms and Conditions shall have rights under the Contracts (Rights of Third Parties) or otherwise to enforce any term of these Terms and Conditions.
14. TaxSTICPAY 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 STICPAY Partner Program
15. Changes to these Terms and ConditionsSTICPAY 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 STICPAY Partner Program. Changes will be effective as soon as they are published on the STICPAY website. Affiliate’s continuous participation in the STICPAY Partner Program after such changes shall be deemed acceptance thereof.
16. NoticesNotices to Affiliate shall be sent to the primary email address registered to Affiliate Member Account. Notices to STICPAY shall be sent to partners@STICPAY.com. All Notices shall be deemed delivered 24 hours after the transmission is sent.
17. Force majeureNeither 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 STICPAY 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 disturbance.
18. Assignment1. 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 STICPAY.
2. Without prejudice to these Terms and Conditions, in the event Affiliate:
(a) acquires another existing STICPAY affiliate or its business;
(b) is acquired or its business is acquired by another existing STICPAY affiliate;
(c) merges with another existing STICPAY affiliate; or
(d) is acquired or its business is acquired by a third-party who is not an existing STICPAY affiliate Affiliate shall notify STICPAY prior to the transactions being completed. STICPAY reserves the right, in its sole discretion to: (1) in the event decline the third-party’s application to join the STICPAY Partner Program; (2) vary the Commission rate; (3) stop paying Commission under these Terms and Conditions; and/or (4) modify or terminate these Terms and Conditions.