User Agreement

This Affiliate Program (“Rules”) regulates the relationship between you (“Affiliate”) and PaySaxas Financial Solutions Corporation, a company incorporated in British Columbia, Canada, with company registration code BC1402502 (“Paysaxas”). These Rules are entered into electronically via remote communication.

1. PURPOSE OF AFFILIATE PROGRAM

Paysaxas’ Affiliate Program aims to partner with incorporation agents, legal firms, accounting agencies, auditing firms, tax advisors, or other representatives of B2B consultants to empower these partners to offer their clients efficient solutions that meet their needs for swift, reliable, and modern financial services.

2. DEFINITIONS AND INTERPRETATIONS

Affiliate Portal – means https://affiliate.paysaxas.com; 

Rules – means this Affiliate Program, which applies in the relationship between Paysaxas and the Affiliate.

Business Day – means a day other than Saturday, Sunday or public holidays in Vancouver, Canada.

Confidential Information – means sensitive and non-public data, as per standard practice, related to the Customer or Paysaxas, their employees, representatives, shareholders, transactions, and other proprietary information.

Customer – means an individual or legal entity who receives services from any of Group Company. 

Eligible Territory – means Сanada and any jurisdiction with which Canada has an effective double taxation treaty.The current list of active double taxation treaties with Canada can be found at the following link.

Fees – means any rewards, onboarding fees, storage fees, charges and/or commissions paid to the Group Company by the Customer, which are established by the Group Company and reviewed from time to time.

First Payout Condition – in relation to the Affiliate means a situation where:

• the Affiliate has referred at least two Referred Customers who have completed onboarding; or
• the total sum of all accrued Rewards for such Affiliate exceeds EUR 1500.

Group Company – means any of:

• PaySaxas Financial Solutions Corporation (Canada);
• PaySaxas UAB (Lithuania);
• PaySaxas Ltd (Cyprus); and
• Paysaxas Oy (Finland).

Onboarding – in relation to the Referred Customer means to the establishment between the Referred Customer and Paysaxas, which includes KYC/AML verification, payment of onboarding fees, and account opening fees;

Ongoing Reward – means rewards specified in clause 4.2(b) of these Rules.

Referral Link – means personal referral link received by Affiliate after successful registration at Affiliate Portal;

Referred Customer – means Customer who passed onboarding through Referral Link.

Reward – collectively refers to the Reward for Successful Onboarding and Ongoing Reward.

Reward for Successful Onboarding – means rewards specified in clause 4.2(a) of these Rules. 

Sanctions – means any laws or regulations relating to economic or financial sanctions or trade  embargoes or related restrictive measures imposed, administered or enforced from time to time by  a Sanctions Authority; 

Sanctions Authority – means (i) the United Nations Security Council; (ii) the United States  government; (iii) the European Union; (iv) the United Kingdom government; (v) the respective  governmental institutions and agencies of any of the foregoing, including without limitation, the  Office of Foreign Assets Control of the US Department of Treasury (“OFAC”), the United States  Department of State and Department of Commerce, His Majesty’s Treasury and the UK’s Office of  Financial Sanctions Implementation and Department of International Trade; and (vi) any other  governmental institution or agency with responsibility for imposing, administering or enforcing  Sanctions with jurisdiction over any party (together, “Sanctions Authorities”);

Sanctions List – means any of the lists issued or maintained by a Sanctions Authority designating  or identifying individuals or entities that are subject to Sanctions, in each case as amended,  supplemented or substituted from time to time, including the UK Sanctions List, Consolidated List  of Financial Sanctions Targets in the UK, the Consolidated List of Persons, Groups and Entities  Subject to EU Financial Sanctions and the Consolidated United Nations Security Council Sanctions  List;

Sanctions Target – means a person or entity that is either listed on, or owned or controlled by  (whether directly or indirectly) or affiliated with, or acting on behalf of a person listed on, a Sanctions List; and

Service – means the services provided by any Group Company to the Customer.

Unverified Affiliate – means an Affiliate that has not passed the verification as per clause 6 (Affiliate Verification) of these Rules.

Website – means www.paysaxas.com.

3. REGISTRATION IN PAYSAXAS AFFILIATE PROGRAM

3.1  Rules come into effect from the moment Affiliate completes registration procedure at Affiliate Portal and agrees to these Rules.

3.2 Upon successful registration, Affiliate will receive a personal Referral Link. When person utilizes Affiliate’s Referral Link to complete their onboarding on our Website, they will be considered as Referred Customer. Only Customers who pass onboarding through Referral Link are recognized as Affiliate’sReferred Customers.

4. REWARDS

4.1  Affiliate has the right to receive a reward for participating in Paysaxas’ Affiliate Program. To be eligible for the reward, the Affiliate must adhere to these Rules and be compliant with the applicable laws.

4.2  Affiliate is entitled for the following reward amounts.

(a) Reward for Successful Onboarding

Affiliate is awarded a compensation of €300 as compensation when the Referred Customer completes the paid Onboarding process within any of the Group Companies. The Onboarding Reward is accrued to the Affiliate on the day when the Referred Customer completes the paid Onboarding process within any of the Group Companies.

(b) Ongoing Reward

Affiliate is awarded a recurring commission of 10% of all Fees paid by Referred Customer for 60 months from the moment the Referred Customer completes the paid Onboarding process within any of the Group Companies. Ongoing Rewards are accrued to the Affiliate on a monthly basis, no later than the fifth Business Day of the month following the month in which Referred Customers paid Fees.

Ongoing Rewards shall be determined by the Company on a cash basis. Ongoing Rewards calculations shall be determined by the Company and shall be final.

4.3  Rewards shall not be accrued if, on the day of Rewards accrual, the Affiliate has referred 2 or fewer Referred Customers within the past 365 days. If Rewards have not been accrued for any period in accordance with this provision, the Affiliate is not entitled to accrue Rewards for the corresponding period, even if they subsequently become eligible for Rewards accrual. The Company reserves the right, at its discretion, to waive the provisions of this clause 4.3 for any Affiliate if deemed necessary.

5. PAYOUTS

5.1  Payments of Rewards to an Affiliate are made monthly, provided that:

(a) the Reward amount to be paid exceeds EUR 200;

(b) the corresponding Affiliate has met the First Payout Condition; and

(c) the Affiliate is not an Unverified Affiliate.

If any of the above conditions are not met, the Reward is not paid out but accrues until such conditions are met.

5.2  Rewards are paid to the Affiliate’s account specified in the Affiliate Portal. The available payment methods currently include:

• Euro payment via SEPA;
• Dollar and Euro payments via SWIFT; and
• Payment in USDT cryptocurrency through TRC20 technology (cryptocurrency payments are processed by an intermediary, not Paysaxas).

The Affiliate is required to update their payment details promptly in the Affiliate Portal. Paysaxas is not responsible if Rewards are paid out using outdated payment details listed in the Affiliate Portal.

5.3  Payments in dollars are made at the European Central Bank exchange rate to euros on the day of payment. The amount of USDT for transfer is determined by the USDT to Euro exchange rate set at the time of payment on the Kraken cryptocurrency exchange (https://www.kraken.com/convert/usdt/eur).

6. ETHICAL CONDUCT

6.1  Affiliates are expected to conduct themselves ethically and in full compliance with Applicable Law and when promoting Services. 

6.2  Affiliates must ensure that their promotional activities comply with all relevant advertising laws and regulations. They should refrain from engaging in deceptive or misleading advertising practices.

6.3  Affiliates are strictly prohibited from publicly posting their Referral Links on publicly accessible websites, forums, or social media platforms without prior approval from Paysaxas.

6.4  Affiliates are strictly prohibited from using any marketing materials or presentations except those provided by Paysaxas. In cases where such materials or presentations are not provided, affiliates may only describe the advantages and benefits of our Services in textual or verbal form. Affiliates are not permitted to create their own presentations or promotional materials describing our Services.

6.5  Affiliates shall not offer Services to entities or individuals engaged in activities related to terrorism financing, money laundering, sanctioned individuals or entities, or those with a negative business reputation, as well as any entities whose activities are prohibited under Applicable Law.

7. AFFILIATE VERIFICATION

7.1  Before processing Reward payments, each Affiliate must undergo customary verification to identify the Affiliate’s identity and validate their documents. This verification process may include collecting the following documents:

For individuals:

• Passport and/or ID; 
• tax identification number / social insurance number; and
• proof of address.

For legal entities

• certificate of incorporation/up to date (3 months) good standing;
• tax identification number; 
• document authorizing the representative of the Affiliate;
• passport of the Affiliate’s representative; and
• proof of address of the representative.

If Paysaxas encounters any doubts or questions during the verification process, Paysaxas may request (acting reasonably) additional documents or information.

7.2  Affiliate verification is carried out using a third-party provider – Sumsub, https://sumsub.com. Affiliates must carefully review their rules and conditions before proceeding with the verification process.

7.3  In the event of any changes to the information provided under this clause 7, the Affiliate must promptly, but no later than 10 Business Days from the date of such change, inform Paysaxas.

8. WARRANTIES

8.1  Paysaxas and the Affiliate each hereby represent and warrant to the other that it is a legal entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, and that it has full power, authority, and capacity to enter into and perform its obligations under this agreement, and that the execution, delivery, and performance of this agreement do not violate any applicable law, regulation, or contractual obligation to which it is subject, and that this agreement constitutes a legal, valid, and binding obligation, enforceable against it in accordance with its terms.

8.2  The Affiliate also represents and warrants to Paysaxas that the Affiliate:

(a) is incorporated in or permanently resides in an Eligible Country;

(b) has tax residency in an Eligible Country;

(c) is not a Sanction Target; 

(d) is not registered, does not reside, and does not conduct business activities in territories listed in Sanction Lists; and

(e) does not engage with, cooperate with, or have connections with:

(i) countries or their regions;

(ii) individuals;

(iii) entities; or

(iv) any other Sanction Target,

that is listed on, owned or controlled by, or acting on behalf of, entities listed on any Sanctions List.

9. RELATIONSHIP BETWEEN PAYSAXAS AND AFFILIATES

9.1  Entering into these Rules doesn’t mean creating a partnership, joint enterprise or franchising between Paysaxas and Affiliate.

9.2  These Rules are not intended, in any way, to create an employment relationship or to be governed by any applicable employment and labour laws.

9.3  Paysaxas and Affiliate agree that the Affiliate shall operate autonomously in performing the obligations set forth in these Rules. The Affiliate acknowledges that they are responsible for all aspects of their work, including, but not limited to, taxes, insurance, licenses, and any other obligations required by law.

9.4  It is expressly understood that Affiliate assumes all risks associated with their actions, and Paysaxas shall not be held liable for any claims, damages, or expenses arising out of Affiliate’ activities, including but not limited to any injuries, accidents, or losses incurred by Paysaxas or any third parties.

11. INTELLECTUAL PROPERTY

Affiliates are only permitted to use objects of intellectual property owned by Group Company if explicit permission has been granted by Paysaxas, or if Paysaxas has provided materials containing such objects. In any case, Affiliates are prohibited from using Group Company-owned intellectual property in a negative or detrimental context. Unauthorized use of Group Company -owned intellectual property is strictly prohibited

12. CONFIDENTIALITY

12.1  Affiliate agrees to keep secret and confidential any Confidential Information concerning Group Company or Customers that they receive as a result of these Rules or through any investigations made in connection with it and, if applicable, they should also enforce their officers, employees and consultants to whom such information has been disclosed to comply with such commitment.

13. TAXES AND COMMISIONS

13.1  The Affiliate is solely responsible for the payment of all applicable taxes and fees related to the income received from Paysaxas. If Paysaxas is required by applicable law to withhold taxes upon payment to the Affiliate, such taxes shall be deducted from the amount of the Rewards accrued to the Affiliate. Affiliate shall indemnify and hold harmless Paysaxas and each of its officers, directors and employees from any liability in respect of the taxes. 

13.2  If the payout of the Rewards results in Paysaxas incurring VAT or GST tax obligations that it is required to pay on its behalf, Paysaxas is entitled to deduct the corresponding amount of VAT or GST from the net amount payable.

13.3  Paysaxas reserves the right to deduct from the Rewards payable to the Affiliate an amount equivalent to bank, blockchain, and other third-party payment fees incurred for processing the Rewards payment.

14. LIMITATION OF LIABILITY

To the extent permitted by the applicable law: 

(c) Paysaxas’s maximum aggregate liability for claims arising from these Rules, including breaches or non-performance, is limited to the Reward paid or payable according to these Rules;

(d) Paysaxas is not liable for any indirect or consequential losses, such as loss of profits, loss of business, data corruption, or any special damages, costs, charges, or expenses under these Rules;

(e) The Affiliate shall indemnify Paysaxas against claims and losses arising from acts, omissions, or defaults directly related to these Rules, where the Affiliate has breached any Applicable Law;

(f) Paysaxas is not liable to the Affiliate under these Rules for losses caused by the Affiliate, its employees, agents, subcontractors, or any other third party, whether in contract, tort (including negligence), breach of statutory duty, indemnity, or otherwise; and

(g) The Affiliate acknowledges the reasonableness of this clause.

15. CHANGES TO THE RULES

15.1  Paysaxas has a unilateral right to change these Rules, including (but not limited to) clauses 4 and 5 of these Rules. 

15.2  Any changes these Rules will become effective within 20 business days after being published on at [link]. Affiliates are encouraged to regularly review these Rules to stay informed about any updates or modifications. Affiliates’ continued participation in the Affiliate Program after the effective date of any changes constitutes Affiliates’ acceptance of those changes.

17. FORCE MAJEURE

17.1  A “Force Majeure” means any event or circumstance or combination of events or circumstances (including the effects thereof) that is beyond the reasonable control of Paysaxas or the Affiliate and that on or after the date hereof, materially and adversely affects the performance by such affected Party of its obligations under or pursuant to these Rules, such as war or war-like activities, government orders, riots, civil commotion, strike, lock-out or similar actions, Change in Law, international sanctions, contamination or ionising radiation, natural disasters, an act of God, or any other similar cause. 

17.2  If Paysaxas is or will be wholly or partially unable to carry out any of its obligations under these Rules by reason of Force Majeure event, then it shall, as soon as practicable give notice to the Affiliate of the event or circumstances constituting Force Majeure event in reasonable detail and shall specify the obligations, the performance of which is or will be prevented and a preliminary estimate of the period of time that it will be unable to perform such obligations and other relevant matters. Paysaxas shall, having given notice, be excused performance of such obligations for so long as such Force Majeure event prevents it from performing them.

18. CONTACT

For any inquiries, complaints, or suggestions related to these Rules, Affiliates are free to reach out to Paysaxasat affiliates@paysaxas.com

19. GENERAL CLAUSES

19.1  Severability

In the event that the Applicable Laws of any jurisdiction prohibit, or a duly-constituted judicial or arbitration tribunal declares unenforceable, any provision of these Rules: (i) such prohibition or declaration shall not affect the validity and binding effect of such provision in any other jurisdiction, and (ii) the other provisions of these Rules shall remain valid and binding against Paysaxas and the Affiliatenotwithstanding such prohibition or declaration.

19.2  Entire Agreement

These Rules constitute the entire agreement among the Parties and supersede all prior oral or written agreements, understandings, representations, warranties, and courses of conduct and dealing among the Parties without limitation on the subject matter hereof.

19.3  Governing Law

These Rules shall be governed by, and construed in accordance with, the laws of England and Wales.

19.4  Disputes

Paysaxas and Affiliate irrevocably agrees that the courts of British Columbia shall have exclusive jurisdiction to settle any dispute that may arise directly or indirectly out of or in connection with these Rules.

19.5  No Assignment

The Affiliate may not assign its rights and obligations under these Rules without the prior written consent of Paysaxas.