Affiliate Program Terms and Conditions
1. About these Terms
1.1 Who we are
Transferop Payment Gateway Ltd., a company incorporated in British Columbia under company number BC1310342, with its registered office at 2110, 650 West Georgia Street, Vancouver, British Columbia V6B 4N9, Canada, trades as Payop. In these Terms, “Payop”, “we”, “us” and “our” refer to Transferop Payment Gateway Ltd.
1.2 What these Terms govern
These Terms govern the application for, access to and participation in the Payop Affiliate Program. The Affiliate Program enables approved persons and businesses to introduce prospective merchants to Payop and, where all applicable conditions are met, to receive remuneration calculated under the applicable Affiliate Agreement or other written commercial terms confirmed by Payop.
These Terms apply to all use of any affiliate registration page, referral link, Affiliate Account, dashboard, portal, marketing material or other feature made available by Payop in connection with the Affiliate Program.
1.3 Acceptance
By applying to join the Affiliate Program, creating or using an Affiliate Account, submitting a referral, using Payop marketing materials, or otherwise participating in the Affiliate Program, the applicant or Affiliate confirms that it has read and agrees to these Terms.
A person accepting these Terms for a company or other organisation confirms that the person has authority to bind that organisation. If the person does not have that authority, the person must not accept these Terms or participate in the Affiliate Program on behalf of that organisation.
1.4 Relationship with an individual Affiliate Agreement
Payop may require an approved applicant to sign a separate Affiliate Agreement, onboarding schedule, remuneration schedule, data-protection annex, acceptable-use annex or other written terms. Those documents form part of the contractual relationship between Payop and the Affiliate.
If there is a conflict between these public Terms and a signed Affiliate Agreement, the signed Affiliate Agreement prevails. A specific commercial term agreed in writing prevails over a general term dealing with the same subject. These public Terms continue to apply to matters not addressed in the signed Affiliate Agreement.
1.5 No obligation to enter into a relationship
Submitting an application, receiving an acknowledgement, attending discussions, obtaining a referral link or receiving preliminary access does not oblige Payop to approve an applicant, accept a referral, onboard a Potential Merchant, enter into a merchant agreement or pay remuneration.
1.6 Independent contractor
The Affiliate participates as an independent contractor. Nothing in these Terms creates a partnership, joint venture, franchise, fiduciary relationship, employment relationship or agency between Payop and the Affiliate. The Affiliate has no authority to bind Payop, enter into contracts on Payop’s behalf, collect money for Payop or make statements that purport to be legally binding on Payop.
2. Definitions and interpretation
In these Terms, the following definitions apply:
Acceptable Use Policy: the prohibited and restricted business categories, goods, services and conduct published or otherwise communicated by Payop, as updated from time to time.
Affiliate: an applicant approved by Payop to participate in the Affiliate Program, whether as an individual or an entity.
Affiliate Account: the online account, dashboard, portal or technical environment made available by Payop for participation in the Affiliate Program.
Affiliate Agreement: a separate written agreement between Payop and the Affiliate governing the Affiliate’s participation in the Affiliate Program.
Affiliate Program: the program operated by Payop under which approved Affiliates may refer Potential Merchants to Payop and may become entitled to Remuneration.
Applicable Law: all laws, regulations, regulatory requirements, binding codes, court orders and sanctions regimes applicable to Payop, the Affiliate, the Affiliate Program, a referral or a Potential Merchant.
Business Day: a day other than a Saturday, Sunday or statutory holiday in Vancouver, British Columbia.
Merchant: a Potential Merchant that enters into an applicable merchant agreement with Payop and is assigned to the Affiliate in accordance with these Terms and any Affiliate Agreement.
Payop Marks: Payop’s names, logos, trade marks, service marks, trade dress, designs, brand assets and other identifiers.
Personal Data: information relating to an identified or identifiable individual, and any equivalent concept under Applicable Law.
Potential Merchant: a person or entity that the Affiliate proposes to introduce or has introduced to Payop.
Referral: the submission of a Potential Merchant to Payop through an Approved Referral Channel.
Remuneration: commission or other compensation that may become payable to the Affiliate under the applicable Affiliate Agreement or written remuneration schedule.
Services: payment-processing and related services made available by Payop to merchants from time to time.
Submission Date: the date and time on which Payop first records receipt of a Referral through an Approved Referral Channel.
Website: a website or application through which a Potential Merchant offers goods or services.
2.2 Interpretation
Headings are for convenience only. Words in the singular include the plural and vice versa. References to a person include an individual, company, partnership, trust, association, governmental body and any other legal or commercial entity. “Including” and similar words do not limit what follows. References to writing include email and other electronic written communications. References to a law include amendments, replacements and subordinate instruments.
2.3 Payop records
Unless there is manifest error, Payop’s electronic records, including CRM records, referral logs, dashboard records, timestamps, email records, onboarding files, transaction records and compliance records, are authoritative for determining whether and when a Referral was received, whether a Potential Merchant was already known to Payop, whether assignment conditions were satisfied and the amount of any Remuneration.
3. Eligibility and application
3.1 Minimum eligibility
An applicant must have legal capacity to enter into a binding agreement. An individual applicant must be at least 18 years old or the age of majority in the applicant’s jurisdiction, whichever is higher. An entity applicant must be validly organised and in good standing where required by Applicable Law.
3.2 Application information
The applicant must provide complete, accurate and current information requested by Payop. This may include legal name, trading name, registration details, tax number, beneficial ownership, directors, controllers, business address, website, business model, expected referral activity, bank details, source of funds and any information reasonably required for legal, tax, sanctions, fraud-prevention, due-diligence or risk purposes.
3.3 Verification and screening
Payop may verify any information supplied by an applicant or Affiliate. Payop may conduct identity, business, beneficial-ownership, sanctions, politically exposed person, adverse-media, fraud, credit, reputational and other risk screening, directly or through third-party providers.
The applicant and Affiliate authorise Payop to obtain information from public registers, screening databases, verification providers, professional advisers, financial institutions and other lawful sources for these purposes.
3.4 Additional information
Payop may request documents or explanations before approval and at any time during participation. The applicant or Affiliate must respond promptly and must not conceal, falsify or misrepresent any fact relevant to eligibility, compliance, ownership, control, tax status, payment instructions or business activity.
3.5 Payop’s decision
Payop may approve, reject, defer or condition an application in its discretion, subject to Applicable Law. Payop is not required to provide reasons. Approval may be limited to particular jurisdictions, business categories, referral channels, campaign types or commercial terms.
3.6 Ongoing eligibility
The Affiliate must continue to satisfy all eligibility and verification requirements. The Affiliate must notify Payop promptly of any change to its legal name, ownership, control, directors, business model, tax status, bank details, regulatory status, sanctions exposure, insolvency status or any other information previously supplied to Payop.
3.7 No sanctioned or prohibited participation
The Affiliate must not participate if the Affiliate, any owner, controller, director, officer, employee or agent involved in the Affiliate Program is a sanctioned person, is located in a comprehensively sanctioned jurisdiction, or if participation would cause Payop or any partner to breach Applicable Law or sanctions restrictions.
4. Affiliate Account and security
4.1 Account creation
Payop may create or enable an Affiliate Account after approval, verification and, where required, execution of an Affiliate Agreement. Access is personal to the approved Affiliate and may not be sold, transferred, sublicensed or shared with another business without Payop’s prior written consent.
4.2 Accurate account information
The Affiliate must keep all account information complete and current. Payop may rely on contact, tax, payment and other information in the Affiliate Account until the Affiliate updates it and Payop has had a reasonable opportunity to process the update.
4.3 Credentials and authorised users
The Affiliate is responsible for maintaining the confidentiality and security of usernames, passwords, API credentials, multi-factor authentication methods and other access credentials. The Affiliate may permit access only to personnel who need it for authorised Affiliate Program activities and who are bound by appropriate confidentiality and security duties.
4.4 Responsibility for activity
The Affiliate is responsible for all activity conducted through its Affiliate Account, including submissions, changes to payment details, withdrawals, communications and use by authorised users, except to the extent caused directly by Payop’s gross negligence or wilful misconduct.
4.5 Security incidents
The Affiliate must notify Payop immediately if it suspects loss, theft, compromise, unauthorised access, misuse or fraudulent activity involving the Affiliate Account or credentials. The Affiliate must promptly reset credentials and take all steps reasonably requested by Payop.
4.6 Payop security measures
Payop may require multi-factor authentication, password resets, verification checks, session termination, device confirmation or other security measures. Payop may block or limit access where it reasonably suspects compromise, misuse, fraud, sanctions exposure, legal risk or a breach of these Terms.
4.7 Availability and changes
The Affiliate Account may be unavailable during maintenance, upgrades, outages, security events or circumstances beyond Payop’s reasonable control. Payop may change, replace, restrict or discontinue account features. Payop does not guarantee uninterrupted availability, real-time data or compatibility with the Affiliate’s systems.
4.8 Dashboard information
Dashboard figures are provided for operational convenience and may be provisional, delayed, rounded or subject to reconciliation, chargebacks, reversals, compliance review, currency conversion and correction. The Affiliate must not treat dashboard figures as final financial statements, tax advice or confirmation that a payment is unconditionally due.
5. Participation in the Affiliate Program
5.1 Permitted purpose
The Affiliate may use the Affiliate Program only to identify bona fide Potential Merchants that may have a genuine need for the Services and to introduce those Potential Merchants to Payop in accordance with these Terms.
5.2 Non-exclusive participation
Unless a signed Affiliate Agreement expressly states otherwise, participation is non-exclusive. The Affiliate may work with other providers, and Payop may appoint other affiliates, work directly with merchants and pursue opportunities independently.
5.3 No right to represent Payop
The Affiliate must make clear that it is an independent referrer and not Payop’s employee, agent, branch, distributor, legal representative, compliance adviser or payment processor. The Affiliate must not negotiate or agree contractual terms on Payop’s behalf, accept merchant funds, conduct KYC for Payop unless separately authorised, or state that a Potential Merchant has been approved.
5.4 Commercial information
The Affiliate may communicate only current information supplied or approved by Payop. Pricing, processing methods, availability, approval criteria, settlement terms, reserves, limits, integration timelines and other commercial or operational terms remain subject to Payop’s review and the merchant agreement entered into directly with the Potential Merchant.
5.5 Costs
The Affiliate bears its own costs of participation, marketing, personnel, systems, travel, legal advice, tax compliance and business operations. Payop is not responsible for reimbursing costs unless expressly agreed in writing.
5.6 Changes to the program
Payop may modify the structure, tools, referral methods, eligibility criteria, merchant-assignment criteria, geographic availability, acceptable business categories or other operational elements of the Affiliate Program, subject to any notice requirements in an applicable Affiliate Agreement or these Terms.
6. Referral process
6.1 Approved Referral Channels
A Referral is valid only if submitted through email to processing@payop.com or another address designated by Payop.
6.2 Minimum referral information
A Referral must contain enough accurate information for Payop to identify and assess the Potential Merchant. Payop may require the Potential Merchant’s legal name, trading name, website URL, jurisdiction, business category, contact person, email address, telephone number, description of goods or services, expected processing volume, currencies, target markets and any other information reasonably requested.
6.3 Consent and lawful contact
Before sharing Personal Data or confidential business information, the Affiliate must have a lawful basis and all necessary permissions to provide the information to Payop. The Affiliate must tell the Potential Merchant that Payop may contact it and process its information for onboarding, due diligence, fraud prevention, compliance, sales and service purposes.
6.4 Accurate and bona fide referrals
The Affiliate must submit only genuine Potential Merchants and must not submit fabricated, duplicate, incomplete, misleading, speculative or unauthorised information. The Affiliate must not submit a person that has not expressed a legitimate interest in the Services merely to obtain attribution priority.
6.5 Submission Date
The Submission Date is determined by the timestamp in Payop’s systems. The time at which the Affiliate sends information does not control if the information is not received, is incomplete, is sent to an unapproved channel, is blocked by security filters or cannot reasonably identify the Potential Merchant.
6.6 Acknowledgement is not acceptance
An automated acknowledgement, dashboard entry, email response or preliminary discussion does not mean that Payop has accepted the Referral, assigned the Potential Merchant to the Affiliate, approved the Potential Merchant or agreed that Remuneration will be payable.
6.7 Payop review
Payop may contact the Potential Merchant, request further information, assess eligibility, conduct compliance checks, consider technical and commercial feasibility and decide whether to continue discussions. Payop may decline or discontinue a Referral at any time and is not required to disclose risk, compliance, commercial or operational reasons.
6.8 Affiliate cooperation
The Affiliate must provide reasonable assistance requested by Payop, including arranging introductions, joining calls, clarifying the Potential Merchant’s business, facilitating communication and supporting technical discussions where the Affiliate has relevant capability. The Affiliate must not obstruct direct communication between Payop and the Potential Merchant.
6.9 No unauthorised data submission
The Affiliate must not upload identity documents, payment-card data, bank credentials, special-category Personal Data, passwords or other sensitive information unless Payop specifically requests it through an approved secure channel.
7. Merchant assignment and attribution
7.1 General rule
A Potential Merchant becomes an assigned Merchant only if Payop determines that all attribution and qualification conditions in these Terms, the applicable Affiliate Agreement and any written campaign terms are satisfied. Submission of a Referral alone does not create an entitlement to assignment or Remuneration.
7.2 Pre-existing relationship exclusion
A Potential Merchant will not normally be assigned to the Affiliate if, before the Submission Date, the Potential Merchant or a related person, affiliate, beneficial owner, controller, brand, website or business opportunity was already known to Payop. This includes where it was recorded in Payop’s CRM or other records, previously registered or applied, previously contacted Payop, was contacted or assessed by Payop, was under active discussion, was referred by another person, or was connected with an existing Payop merchant or opportunity.
7.3 Duplicate referrals
If the same or substantially the same Potential Merchant is referred by more than one affiliate, Payop may assign priority to the affiliate whose complete valid Referral was first recorded. Payop may consider corporate relationships, common ownership, websites, brands, contact details, prior applications and other indicators when determining whether referrals concern the same opportunity.
7.4 Qualification conditions
Unless different written terms apply, assignment may require that the Potential Merchant:
was not previously registered, filed, known, contacted, evaluated or under discussion with Payop before the Submission Date;
begins technical integration with Payop within six weeks after the Submission Date;
processes gross transaction volume of at least EUR 500, or the applicable equivalent, within six weeks after the Submission Date;
successfully completes Payop’s onboarding, verification, risk and compliance requirements; and
enters into and remains compliant with a merchant agreement with Payop.
7.5 Strict time periods
Any qualification windows stated in the Affiliate Agreement or written campaign terms are strict unless Payop confirms an extension in writing. Delays caused by the Potential Merchant, the Affiliate, integration difficulties, third parties, compliance review, technical disruption or force majeure do not automatically extend a qualification window.
7.6 Payop discretion
Payop may recognise a referral that does not satisfy every qualification condition on a one-off basis. Any exception is discretionary, applies only to the specific case and does not create a precedent, waiver or course of dealing.
7.7 Related entities and successors
Assignment of one entity does not automatically assign its parent, subsidiary, affiliate, successor, acquirer, brand, website or related business. Payop may determine attribution separately for each legal entity, website, brand or opportunity.
7.8 Rejection and reassignment
Payop may reject, remove or reassign a Potential Merchant or Merchant where attribution was based on inaccurate or incomplete information, where another claimant has priority, where the business materially changes, where the Merchant becomes inactive, where the Merchant or Affiliate breaches applicable terms, or where continued attribution would create legal, compliance, sanctions, fraud, reputational or operational risk.
7.9 Review requests
The Affiliate may request a good-faith internal review of an attribution decision within 30 days after becoming aware of it. The request must identify the Potential Merchant and provide relevant evidence. Payop’s determination following review is final unless there is manifest error or a signed Affiliate Agreement expressly provides another process.
7.10 No circumvention claim
If a Potential Merchant is not assigned, the Affiliate has no right to compensation merely because Payop later enters into a relationship with that Potential Merchant or a related person, unless Payop expressly confirms otherwise in writing.
8. Affiliate responsibilities
8.1 General standard of conduct
The Affiliate must act honestly, professionally and in good faith in connection with the Affiliate Program. The Affiliate must protect Payop's reputation, avoid misleading conduct and comply with these Terms, any signed Affiliate Agreement, the Acceptable Use Policy, written instructions and Applicable Law.
8.2 Knowledge of the Services
The Affiliate must maintain a reasonable understanding of the Services that it promotes. It must not make technical, regulatory, compliance, pricing, settlement, approval or performance claims that have not been supplied or approved by Payop.
8.3 Accurate information
All information provided to Payop or a Potential Merchant must be complete, accurate and not misleading. The Affiliate must promptly correct any material error and notify Payop of a material change affecting a Referral, the Affiliate's eligibility or its ability to comply with these Terms.
8.4 Qualified personnel
The Affiliate must ensure that its personnel, contractors and representatives involved in the Affiliate Program are appropriately trained, supervised and bound by obligations consistent with these Terms. The Affiliate remains responsible for their acts and omissions.
8.5 Records
The Affiliate must retain reasonable records supporting Referrals, consents, marketing activity, communications and compliance for at least five years, or longer where Applicable Law or a signed Affiliate Agreement requires. Records must be made available to Payop on reasonable request.
8.6 Cooperation
The Affiliate must cooperate with Payop in relation to onboarding, complaints, investigations, disputes, audits, regulatory enquiries, data-subject requests, fraud events and remediation. Cooperation may include providing documents, explanations and access to relevant personnel.
8.7 Notifications
The Affiliate must promptly notify Payop if it becomes aware of suspected fraud, bribery, sanctions exposure, money laundering, misleading promotion, misuse of Payop Marks, a Personal Data Breach, a regulatory investigation, insolvency or any matter likely to create legal, financial or reputational risk for Payop.
9. Marketing and promotional standards
9.1 Approved materials
The Affiliate may use only marketing materials, descriptions, links, logos, banners and other content supplied or approved by Payop. Approval may be withdrawn at any time. The Affiliate must implement requested corrections or removals promptly.
9.2 Fair and clear communications
Marketing communications must be fair, clear, accurate and not misleading. They must be identifiable as marketing where required and must not omit information necessary to prevent a statement from being deceptive.
9.3 No guarantee claims
The Affiliate must not guarantee merchant approval, account opening, processing availability, settlement timing, pricing, reserves, chargeback outcomes, regulatory status, uninterrupted service, profitability or any specific commercial result.
9.4 No regulated advice
The Affiliate must not present itself as providing legal, tax, regulatory, investment, credit or compliance advice on behalf of Payop. Potential Merchants must be encouraged to obtain independent advice where appropriate.
9.5 Email and electronic marketing
The Affiliate may send email, SMS, direct messages or other electronic marketing only with all required consents and in compliance with anti-spam and privacy laws. Messages must identify the sender, include a functional opt-out mechanism where required and honour opt-out requests promptly.
9.6 Online advertising and paid search
Unless Payop gives prior written approval, the Affiliate must not bid on, purchase or use Payop Marks, confusingly similar terms or misspellings as paid-search keywords, ad text, display URLs, social-media handles, app names or metadata. The Affiliate must not use advertising practices that divert users searching specifically for Payop.
9.7 Domains and social media
The Affiliate must not register or use a domain name, subdomain, social-media account, group, page or application that contains a Payop Mark or suggests that it is owned, operated, endorsed or controlled by Payop.
9.8 SEO and content practices
The Affiliate must not use hidden text, doorway pages, cloaking, scraped content, automated content, misleading redirects, link schemes or other manipulative practices. Content referring to Payop must be original, lawful and kept reasonably current.
9.9 Third-party platforms
The Affiliate must comply with the terms and advertising policies of each search engine, social network, marketplace, messaging service or other platform it uses. Payop is not responsible for suspension, loss or other action taken by a third-party platform.
9.10 Approval and monitoring
Payop may request copies of campaigns, landing pages, scripts, recordings or traffic-source information and may require pre-approval for particular channels, jurisdictions, claims or campaigns. Failure to provide requested information may result in suspension.
10. Prohibited conduct
10.1 General prohibition
The Affiliate must not engage in conduct that is unlawful, deceptive, abusive, fraudulent, unethical, harmful to Payop or inconsistent with the purpose of the Affiliate Program.
10.2 Prohibited referral practices
self-referrals or referrals of entities controlled by, under common control with or created principally for the benefit of the Affiliate, unless Payop approves them in writing;
fabricated, purchased, recycled, duplicated or unauthorised leads;
cookie stuffing, forced clicks, hidden frames, adware, spyware, malware, automatic redirects or other artificial attribution techniques;
incentivising a person to submit false information or apply without genuine commercial interest;
splitting or restructuring a referral to avoid attribution rules, eligibility requirements or compliance controls; and
interfering with another affiliate's referral or making false priority claims.
10.3 Misrepresentation
The Affiliate must not impersonate Payop, use a Payop email address without authorisation, issue documents in Payop's name, collect funds for Payop, enter into commitments on Payop's behalf or suggest that it can influence onboarding or compliance decisions.
10.4 Improper payments
The Affiliate must not offer, promise, request, give or receive a bribe, kickback, secret commission or improper advantage in connection with a Referral or the Services.
10.5 Restricted businesses
The Affiliate must not knowingly refer or promote a business prohibited by the Payop Acceptable Use Policy, Applicable Law, card-scheme rules, Payop's banking partners or written instructions. The Affiliate must not advise a Potential Merchant how to conceal its true business model or transaction activity.
10.6 Traffic manipulation
The Affiliate must not generate artificial impressions, clicks, registrations, communications, conversions or transaction activity through bots, scripts, click farms, false identities or coordinated manipulation.
10.7 Unfair competition and disparagement
The Affiliate must not make false or misleading statements about Payop, another affiliate, a competitor, a merchant or a third party. Comparative statements must be objectively supportable and lawful.
10.8 Circumvention
The Affiliate must not circumvent Payop's referral, tracking, compliance, payment or security systems, and must not assist any person to avoid restrictions, reserves, monitoring, reporting or merchant obligations.
11. Remuneration and payments
11.1 Entitlement to Remuneration
The Affiliate is entitled to Remuneration only where a Merchant has been validly assigned, the applicable earning conditions have been satisfied and the Remuneration is shown as payable in Payop's records. A Referral, introduction, negotiation or merchant contract alone does not create an entitlement.
11.2 Calculation
Remuneration is calculated under the signed Affiliate Agreement, campaign terms or other written commercial terms accepted by Payop. Unless expressly stated otherwise, calculations are based on amounts actually received and finally retained by Payop, net of refunds, reversals, chargebacks, credits, taxes, third-party costs, fraud losses and adjustments identified in the applicable terms.
11.3 Dashboard information
The Affiliate Account may display estimated, pending, approved, payable, paid, withheld or adjusted amounts. Dashboard figures are informational and may change following reconciliation. Payop's accounting records control in the absence of manifest error.
11.4 Settlement period
Remuneration becomes payable only after the applicable Settlement Period and after Payop completes reconciliation, compliance and fraud checks. The Settlement Period may be specified in the Affiliate Agreement or Dashboard.
11.5 Payment threshold and method
Payop may apply a minimum payment threshold and may carry forward smaller balances. Payment is made using a method and currency supported by Payop, subject to successful verification of the Affiliate and its payment details.
11.6 Currency conversion
Where conversion is required, Payop may use the rate applied by its bank, payment provider or internal accounting system on or around the conversion date. The Affiliate bears conversion charges, correspondent-bank fees and receiving-bank fees unless agreed otherwise.
11.7 Invoices and documentation
The Affiliate must provide a valid invoice or other tax document where required. Payop may delay payment until the required document, tax information, banking information and compliance evidence have been received and verified.
11.8 Adjustments and clawback
Payop may correct calculation errors and reverse, withhold or recover Remuneration attributable to refunds, chargebacks, fraudulent or unlawful activity, duplicate payments, invalid attribution, breach, merchant non-payment, incorrectly reported transactions or amounts that Payop did not finally retain.
11.9 Set-off
To the extent permitted by law, Payop may set off an amount owed by the Affiliate against Remuneration or any other amount payable to the Affiliate. Payop may also carry a negative balance forward.
11.10 Suspension of payment
Payop may withhold payment while investigating suspected fraud, sanctions exposure, money laundering, data misuse, attribution disputes, breach of these Terms, regulatory concerns or incorrect payment information. Withholding is not an admission that the amount is due.
11.11 Payment disputes
The Affiliate must notify Payop of a good-faith calculation or payment dispute within 60 days after the relevant amount appears in the Dashboard or payment statement. The notice must contain sufficient detail and supporting evidence. Failure to notify within that period may be treated as acceptance, except for manifest error or where prohibited by law.
11.12 No guarantee of earnings
Payop does not guarantee any volume of Referrals, merchant acceptance, processing activity, revenue or Remuneration. Past earnings do not indicate future results.
11.13 Dormant balances
Where an Affiliate Account is inactive for the period stated in the signed Affiliate Agreement or Dashboard, Payop may classify it as dormant and apply reasonable administration measures, including fees or closure, to the extent disclosed and permitted by law.
12. Taxes and withholding
12.1 Affiliate responsibility
The Affiliate is solely responsible for identifying, reporting and paying taxes, duties, levies, social contributions and similar charges arising from its participation or receipt of Remuneration, except taxes imposed on Payop's net income.
12.2 Withholding
Payop may deduct or withhold an amount required by Applicable Law. Where reasonably available, Payop will provide evidence of the withholding. Payop is not required to gross up a payment unless expressly agreed in writing.
12.3 Tax information
The Affiliate must provide accurate tax-residency, registration and identification information and any forms reasonably required by Payop. The Affiliate must promptly notify Payop of changes.
12.4 Indirect taxes
Unless expressly stated otherwise, Remuneration is inclusive of VAT, GST, sales tax and similar indirect taxes. If such tax is properly chargeable in addition, the Affiliate must issue a legally compliant invoice before Payop is required to pay it.
13. Intellectual property and Payop Marks
13.1 Ownership
Payop and its licensors retain all rights, title and interest in the Services, Payop Marks, websites, software, APIs, documentation, content, data, designs and other intellectual property. No ownership rights are transferred to the Affiliate.
13.2 Limited licence
During active participation, Payop grants the Affiliate a limited, revocable, non-exclusive, non-transferable and non-sublicensable licence to use approved Payop Marks solely to promote the Services in accordance with these Terms and Payop's brand instructions.
13.3 Restrictions
The Affiliate must not alter, obscure, animate, combine, translate or create derivative versions of Payop Marks without approval; use them in a company, product, service, domain or account name; register confusingly similar rights; challenge Payop's ownership; or use them in a manner that is misleading, unlawful or damaging.
13.4 Goodwill
All goodwill arising from use of Payop Marks benefits Payop. The Affiliate acquires no rights through use, registration, traffic, promotion or expenditure.
13.5 Feedback
If the Affiliate provides ideas, suggestions or feedback regarding the Affiliate Program or Services, it grants Payop a worldwide, perpetual, irrevocable, royalty-free right to use and exploit that feedback without restriction or obligation, provided Payop does not identify the Affiliate publicly without consent.
13.6 Infringement notices
The Affiliate must promptly notify Payop of suspected infringement, misuse or imitation of Payop Marks and must not initiate proceedings or make admissions concerning Payop's rights without prior written approval.
13.7 Cessation
Upon request, suspension or termination, the Affiliate must immediately stop using Payop Marks and remove them from websites, advertising, social accounts, documents and other materials, except where retention is legally required.
14. Confidentiality
14.1 Confidential Information
Confidential Information includes non-public commercial, financial, technical, security, compliance, merchant, pricing, product and business information disclosed by or on behalf of a party, whether marked confidential or reasonably understood to be confidential.
14.2 Use and protection
A receiving party may use Confidential Information only to perform or exercise rights under the Affiliate Program. It must protect the information using at least reasonable care and disclose it only to personnel and advisers who need to know it and are bound by confidentiality obligations.
14.3 Exclusions
Confidentiality obligations do not apply to information the receiving party can demonstrate was lawfully known without restriction, becomes public without breach, is independently developed without use of the information, or is lawfully received from a third party without a duty of confidence.
14.4 Required disclosure
A receiving party may disclose Confidential Information where required by law, court order or a competent authority, but where lawful must give advance notice and reasonable assistance to seek protective treatment.
14.5 Security incident
The Affiliate must notify Payop promptly of any loss, unauthorised access, disclosure or misuse of Payop Confidential Information and must cooperate in containment and remediation.
14.6 Return or destruction
Upon request or termination, the receiving party must return or securely destroy Confidential Information, except for copies retained under law, automatic backups or bona fide record-retention policies, which remain protected.
14.7 Duration
These confidentiality obligations continue for five years after termination, and indefinitely for trade secrets, Personal Data and information that remains confidential by its nature or under Applicable Law.
15. Privacy and data protection
15.1 Independent controllers
Unless the parties expressly agree otherwise in writing, Payop and the Affiliate each act as an independent controller of Personal Data they process in connection with the Affiliate Program and independently determine their purposes and means of processing.
15.2 Lawful processing
The Affiliate must process Personal Data lawfully, fairly and transparently; collect only data reasonably necessary for legitimate referral activity; provide required privacy notices; maintain a valid lawful basis; and respect data-subject rights.
15.3 Referral data warranties
The Affiliate represents that it is authorised to disclose Referral data to Payop, that the disclosure is consistent with notices given to the relevant individuals and that it has not obtained the data through deception, scraping, unlawful purchase or another prohibited source.
15.4 Security
The Affiliate must maintain appropriate technical and organisational measures proportionate to the nature and risk of the Personal Data, including access controls, authentication, secure transmission, device protection, staff training and incident procedures.
15.5 Data minimisation
The Affiliate must not send payment-card data, authentication credentials, government identifiers, special-category data or other highly sensitive information unless specifically requested through an approved secure channel.
15.6 International transfers
Where Personal Data is transferred internationally, the Affiliate must implement a lawful transfer mechanism and any supplementary safeguards required by Applicable Law.
15.7 Personal Data Breach
The Affiliate must notify Payop without undue delay after becoming aware of a Personal Data Breach affecting information connected with Payop or a Referral. The notice must include known facts, likely consequences, mitigation and contact details, and must be updated as information becomes available.
15.8 Requests and enquiries
The Affiliate must reasonably assist Payop with data-subject requests, regulator enquiries, assessments and investigations relating to data shared by the Affiliate. Neither party may respond on behalf of the other unless authorised.
15.9 Additional terms
Payop may require the Affiliate to enter into a data-sharing, processing or transfer agreement where required by law, risk assessment or the nature of the parties' processing roles.
16. Compliance, sanctions and financial crime
16.1 General compliance
The Affiliate must comply with Applicable Law and must not cause or assist Payop to breach legal, regulatory, card-scheme, banking-partner or licensing requirements.
16.2 Sanctions
The Affiliate represents that neither it nor, to its knowledge, its owners, controllers, directors or key personnel is a sanctioned person or owned or controlled by one. The Affiliate must not refer, promote or facilitate business involving a sanctioned country, territory, person or prohibited transaction.
16.3 Anti-money laundering
The Affiliate must not knowingly facilitate money laundering, terrorist financing, proliferation financing, fraud, tax evasion or concealment of beneficial ownership, business activity, transaction flows or source of funds.
16.4 Anti-bribery
The Affiliate must maintain proportionate procedures to prevent bribery and corruption and must not provide anything of value to improperly influence a person, including a public official, employee, merchant, intermediary or Payop representative.
16.5 Accurate books and records
The Affiliate must maintain accurate books and records relating to the Affiliate Program and must not create false, incomplete or misleading entries, invoices, expenses or descriptions.
16.6 Restricted jurisdictions and persons
Payop may restrict participation, Referrals, marketing or payments in particular jurisdictions or involving particular persons, sectors or transaction types. The Affiliate must comply promptly with such restrictions.
16.7 Screening and verification
Payop may screen the Affiliate, its owners and representatives against sanctions, adverse-media, politically exposed person and other compliance databases, and may request identity, ownership, source-of-funds or business information at any time.
16.8 Immediate notification
The Affiliate must notify Payop immediately if a compliance representation becomes inaccurate, if it becomes subject to sanctions or investigation, or if it suspects that a Referral involves prohibited conduct.
16.9 Protective action
Payop may reject a Referral, suspend access, withhold payment, freeze an amount, report activity, terminate participation or take other lawful protective action without prior notice where reasonably necessary for compliance or risk management.
17. Monitoring, audit and information requests
17.1 Monitoring
Payop may monitor use of Referral Channels, Affiliate links, the Dashboard, Payop Marks and public promotional activity to verify compliance, attribution, security and performance.
17.2 Information requests
The Affiliate must provide information and documents reasonably requested by Payop concerning ownership, personnel, marketing channels, consents, Referrals, traffic sources, complaints, compliance controls, tax status and payment details.
17.3 Audit rights
Where Payop reasonably suspects breach, fraud, data misuse, sanctions exposure or material attribution irregularity, or where required by a regulator or partner, Payop may audit relevant records and controls on reasonable notice, or immediately where delay would prejudice the purpose of the audit.
17.4 Cooperation and access
The Affiliate must provide reasonable access to relevant records, systems, premises and personnel, subject to proportionate security and confidentiality safeguards. An audit must be limited to information relevant to the Affiliate Program.
17.5 Costs and remediation
Each party bears its own ordinary audit costs. If an audit identifies a material breach, fraud or underpayment to Payop, the Affiliate must reimburse reasonable external audit costs and promptly implement required remediation.
17.6 Confidentiality of findings
Audit information will be treated as Confidential Information, but Payop may disclose it to regulators, law-enforcement bodies, card schemes, banking partners and professional advisers where reasonably necessary or legally required.
18. Suspension and investigation
18.1 Grounds for suspension
Payop may suspend all or part of the Affiliate's participation, Dashboard access, Referral attribution, use of Payop Marks or payment of Remuneration where Payop reasonably suspects breach, fraud, security compromise, sanctions exposure, unlawful marketing, data misuse, reputational harm or another material risk.
18.2 Scope and duration
Suspension may apply to particular Referrals, Merchants, jurisdictions, campaigns, payment methods or the entire Affiliate Account and may continue while Payop investigates or while a risk remains.
18.3 Investigation cooperation
The Affiliate must preserve evidence and provide prompt, complete responses. The Affiliate must not contact a complainant, Merchant, regulator or third party in a manner that interferes with an investigation.
18.4 Protective measures
During suspension Payop may disable links, remove marketing materials, stop accepting Referrals, notify affected persons, hold amounts, correct attribution and take any other reasonable protective measure.
18.5 Outcome
Following investigation, Payop may restore participation, impose conditions, require remediation, adjust or forfeit affected Remuneration, terminate participation or take other action permitted by these Terms or law.
19. Termination and consequences
19.1 Termination by the Affiliate
The Affiliate may terminate participation by giving notice through an approved method and ceasing all promotional activity, subject to any notice period in a signed Affiliate Agreement.
19.2 Termination by Payop for convenience
Payop may terminate participation on the notice specified in the Affiliate Agreement or, if none is specified, on 30 days' written notice.
19.3 Immediate termination
Payop may terminate immediately for material or repeated breach, fraud, sanctions exposure, bribery, money laundering concerns, misuse of Personal Data or Payop Marks, insolvency, material reputational risk, unlawful conduct, failure to cooperate with an investigation or where required by a regulator, bank, card scheme or Applicable Law.
19.4 Effect on Referrals
After termination, the Affiliate must stop submitting Referrals and must not claim an ongoing relationship with Payop. Payop may continue dealing directly with any Potential Merchant or Merchant.
19.5 Effect on Remuneration
Treatment of accrued and future Remuneration is governed by the signed Affiliate Agreement. In the absence of specific terms, only finally approved Remuneration accrued before the effective termination date remains potentially payable, subject to reconciliation, withholding, set-off, clawback, compliance and payment thresholds.
19.6 For-cause forfeiture
To the extent permitted by law and the signed Affiliate Agreement, Payop may cancel or forfeit Remuneration connected with fraud, invalid Referrals, unlawful conduct, sanctions, bribery, deliberate misrepresentation, misuse of Personal Data or a material breach that undermines the basis of the payment.
19.7 Return and removal
The Affiliate must remove Payop Marks, disable Payop links where requested, return or destroy Confidential Information, cease access to Payop systems and comply with reasonable transition instructions.
19.8 Survival
Provisions concerning accrued payment rights, taxes, confidentiality, data protection, compliance, audit, intellectual property, indemnity, liability, disputes and general interpretation survive termination to the extent necessary to give them effect.
20. Disclaimers
20.1 Program provided as available
The Affiliate Program, Dashboard, Referral Channels, materials and related support are provided on an 'as is' and 'as available' basis to the maximum extent permitted by law.
20.2 No warranties
Payop does not warrant uninterrupted or error-free operation, merchant approval, compatibility with the Affiliate's systems, availability in every jurisdiction, accuracy of estimates or any level of traffic, conversion, processing volume or earnings.
20.3 Merchant decisions
Payop independently decides whether to onboard, suspend or terminate a Merchant and what pricing, reserves, limits, settlement and risk controls to apply. Payop is not liable to the Affiliate for those decisions.
20.4 Third-party services
Payop is not responsible for search engines, social networks, telecommunications providers, banks, card schemes, hosting providers or other third parties used by the Affiliate or involved in the Services.
20.5 Mandatory rights
Nothing in these Terms excludes a warranty or right that cannot lawfully be excluded.
21. Liability and indemnity
21.1 Excluded losses
To the maximum extent permitted by law, Payop is not liable for indirect, incidental, special, exemplary or consequential loss, or for loss of profit, revenue, opportunity, goodwill, data, anticipated savings or business interruption, whether direct or indirect and whether foreseeable or not.
21.2 Liability cap
Except for liability that cannot lawfully be limited, Payop's aggregate liability arising out of or relating to the Affiliate Program in any 12-month period is limited to the Remuneration paid or payable to the Affiliate during the three months immediately preceding the event giving rise to the claim.
21.3 Exclusions from cap
A limitation does not apply to fraud, fraudulent misrepresentation, wilful misconduct or any liability that Applicable Law prohibits from being limited.
21.4 Affiliate indemnity
The Affiliate will indemnify Payop, its affiliates and their directors, officers, employees and agents against third-party claims, losses, penalties, costs and reasonable legal fees arising from the Affiliate's breach, unlawful or misleading marketing, infringement, fraud, bribery, data misuse, violation of privacy or anti-spam law, or acts of its personnel and subcontractors.
21.5 Claim procedure
Payop will provide reasonable notice of an indemnified claim and may control the defence and settlement. The Affiliate must cooperate and must not settle a claim imposing liability, admission or obligation on Payop without Payop's written consent.
21.6 Duty to mitigate
Each party must take reasonable steps to mitigate loss for which it seeks recovery.
22. Changes to these Terms
22.1 Right to amend
Payop may amend these Terms to reflect legal or regulatory changes, changes to the Services or Affiliate Program, security or fraud risks, partner requirements, operational changes or improvements.
22.2 Notice
Payop may notify amendments by email, Dashboard notice, website publication or another durable method. Unless a shorter period is reasonably required for law, security, fraud prevention or urgent risk, material amendments will take effect on the date stated in the notice.
22.3 Acceptance
Continued participation after the effective date constitutes acceptance. If the Affiliate does not accept an amendment, it must stop participating and terminate before the amendment takes effect.
22.4 Commercial terms
A change to Remuneration or other individual commercial terms is governed by the signed Affiliate Agreement. A signed Affiliate Agreement prevails where it expressly conflicts with these Terms.
23. Electronic communications
23.1 Consent
The Affiliate consents to receive notices, disclosures, statements and other communications electronically through email, the Dashboard, the Payop website or other agreed electronic channels.
23.2 Contact details
The Affiliate must maintain current contact and payment information. A communication sent to the latest details in Payop's records may be treated as received even if the Affiliate fails to access or review it.
23.3 Electronic records
Electronic records, timestamps, logs, messages, click-through acceptances and Dashboard entries may be used as evidence of communications, instructions, attribution and acceptance, subject to Applicable Law.
23.4 Security
The Affiliate must independently verify suspicious instructions or payment-detail changes and must notify Payop promptly of suspected phishing, impersonation or unauthorised access.
24. Force majeure
24.1 Force majeure events
Neither party is liable for delay or failure caused by an event beyond its reasonable control, including natural disaster, epidemic, war, terrorism, civil disorder, labour dispute, government action, sanctions, utility failure, telecommunications outage, cyberattack, failure of banks or card schemes, or interruption of critical suppliers.
24.2 Mitigation
The affected party must use reasonable efforts to mitigate the effect and resume performance. Notice should be given where reasonably practicable.
24.3 Payment obligations
Force majeure does not excuse payment of an amount that became finally due before the event, but may delay processing where payment systems or compliance controls are affected.
24.4 Extended event
If a force majeure event materially prevents performance for more than 90 consecutive days, either party may terminate the affected participation by written notice, without liability for future performance.
25. Governing law and dispute resolution
25.1 Governing law
These Terms and any non-contractual obligations arising from them are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable there, without regard to conflict-of-law principles.
25.2 Good-faith negotiations
Before starting formal proceedings, a party must give written notice describing the dispute and allow at least 30 days for authorised representatives to attempt good-faith resolution, unless urgent interim relief is reasonably required.
25.3 Arbitration
Subject to a signed Affiliate Agreement providing otherwise, a dispute not resolved by negotiation will be finally resolved by confidential arbitration seated in Vancouver, British Columbia, in English, by one arbitrator under the applicable rules agreed by the parties or determined by the arbitrator.
25.4 Interim relief
Either party may seek urgent injunctive, protective or equitable relief from a court of competent jurisdiction to protect Confidential Information, Personal Data, intellectual property, security or the integrity of an investigation.
25.5 Individual proceedings
To the extent permitted by law, disputes must be brought on an individual basis and not as a class, collective or representative action.
26. General provisions
26.1 Priority of signed Affiliate Agreement
If the Affiliate has entered into a signed Affiliate Agreement with Payop, that agreement and its annexes prevail over these Terms to the extent of a direct inconsistency, particularly regarding Remuneration, settlement, attribution, term, termination and notices. These Terms supplement the signed Affiliate Agreement where they are not inconsistent.
26.2 Entire agreement
These Terms, the signed Affiliate Agreement if applicable, incorporated policies and written campaign terms constitute the entire agreement concerning participation and replace prior discussions or representations on the same subject, except for fraud.
26.3 Assignment
The Affiliate may not assign, transfer, subcontract or otherwise dispose of rights or obligations without Payop's prior written consent. Payop may assign these Terms to an affiliate or in connection with a merger, reorganisation, financing, sale of business or transfer of the Affiliate Program.
26.4 No partnership or fiduciary duty
Nothing creates a partnership, joint venture, franchise, employment, fiduciary, agency or exclusive relationship. Neither party may bind the other.
26.5 Third-party rights
Except for Payop affiliates and indemnified persons expressly protected by these Terms, no third party has a right to enforce them.
26.6 Severability
If a provision is invalid or unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions continue in effect.
26.7 No waiver
A failure or delay to exercise a right is not a waiver. A waiver must be in writing and applies only to the specific circumstance stated.
26.8 Cumulative remedies
Rights and remedies are cumulative unless expressly stated otherwise.
26.9 Interpretation
Headings are for convenience only. 'Including' means 'including without limitation'. The singular includes the plural and vice versa. A reference to law includes amendments and replacements. An obligation not to do something includes an obligation not to permit or assist it.
26.10 Language
These Terms are made in English. Any translation is provided for convenience, and the English version controls to the extent permitted by law.
26.11 Electronic acceptance
Application, click-through acceptance, use of an Affiliate Account, submission of a Referral or continued participation may constitute electronic acceptance and have the same effect as a handwritten signature where permitted by law.
27. Contact details
27.1 Legal entity
The Affiliate Program is operated by Transferop Payment Gateway Ltd., doing business as Payop, unless the Affiliate's signed Affiliate Agreement identifies another Payop contracting entity.
27.2 Address
Transferop Payment Gateway Ltd.
2110, 650 West Georgia Street
Vancouver, British Columbia V6B 4N7
Canada
27.3 Email
General and legal enquiries: support@payop.com
Referral submissions, where approved: processing@payop.com
The Affiliate should use any different notice address specified in its signed Affiliate Agreement for formal contractual notices.