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 NETELLER AGENT PROGRAMME
NETELLER Agent Referral Terms and Conditions
(Version 01 – June 2016)
Paysafe Financial Services Limited, company number 4478861, with its registered office located at Compass House, Vision Park, Chivers Way, Cambridge, CB24 9AD United Kingdom (“NETELLER” or “us”) and the Agent (hereinafter “Agent”), each a ‘Party’ or collectively the ‘Parties’.
The Agent Programme allows agents to generate commission through the referral of the Neteller Services to new Members (“Agent Programme”). To participate in the Agent Programme agents must comply with these Terms and Conditions at all times (“Agent Terms and Conditions”).
1. Definitions and Interpretation
The following terms when used in these Agent Terms and Conditions shall have the following meaning:
Agent Account means the Member Account held in the name of the Agent that the Referred Members’ accounts are tagged to.
Agent Relatives means: (i) where the Agent is a legal entity, any affiliate, director, officer, shareholder or employee of the Agent; or (ii) where the Agent 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 the Agent.
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 a Party, a Referred Member or subject matter in question.
Commission means the commission payable by NETELLER to the Agent for the referral of the NETELLER Services to New Members and Inactive Members in accordance with clause 3 (Commission) hereto.
Confidential Information means (i) these Agent 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 these Agent Terms and Conditions, 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 agents provided that either Party can show that those same employees or agents had no access to the Confidential Information received hereunder.
Fee Revenue means the net receive money fee paid to NETELLER by a NETELLER Merchant for the receipt of payments from Tagged Accounts excluding transaction fees in relation to payments made using a NET+ Prepaid MasterCard, foreign exchange fees, rebates, cashback, reversal costs, chargeback costs, administration fees and any other applicable fees as agreed between NETELLER and the Merchant.
Inactive Member means a NETELLER Member Account holder who has not used the NETELLER Services during the six (6) months immediately preceding the date of referral by the Agent.
Intellectual Property means any patents, trademarks, copyrights, design rights (whether registrable or not), logos, copyright, trade, business and domain names, moral rights, know-how, trade secrets, rights in databases, rights in computer software and any other similar rights or obligations whether registrable or not (and including all applications and renewals or extensions of such rights) in any country.
Member Account means the electronic money account registered with NETELLER in the name of a Member (excluding the Agent Account).
New Member means a new customer who, at the time of the referral by the Agent to NETELLER in accordance with clause 2, does not have an existing Member Account.
NETELLER Merchant means an individual, a body corporate, an association, a partnership, a trust or any other entity or organisation that has been accepted by Paysafe Merchant Services Limited (formerly known as “Optimal Payments Merchant Services Limited”) to accept online payments from Consumers/Members for goods and services.
NETELLER Services means the services provided by NETELLER which includes (but is not limited to) the issuance of electronic money and related payment processing services.
Prohibited Activities means the activities set out in clause 4 or any other activities communicated by Neteller from time to time.
Referral Link means the hyperlink provided to the Agent by NETELLER for the purpose of allowing New Members to sign up for an Member Account.
Referred Member means: (a) a New Member who was referred by Agent to NETELLER using the Referral Link and has successfully registered a Member Account in accordance with the NETELLER Terms and Conditions (available at https://member.NETELLER.com/document/show/?selectedDocument=1 (as amended from time to time); or (b) an Inactive Member who NETELLER, in its sole discretion, has confirmed in writing can become a Referred Member.
Sub-Agent means any person referred to NETELLER by the Agent for the purposes of acquiring Members that has entered into an agreement with NETELLER to participate in the Agent Programme.
Tagged Account means the Member Account of a Referred Member that has been tagged to the Agent Account for the purpose of generating Commission.
2.1 Agent shall co-operate in good faith with NETELLER to promote and refer the NETELLER Services to New Members and Inactive Members in accordance with these Agent Terms and Conditions. Agent acknowledges and agrees that NETELLER may in its sole discretion decide whether or not to accept New Members and Inactive Members as Referred Members.
2.2 The Agent may also refer Sub-Agents to NETELLER. NETELLER, in its sole discretion will decide whether to accept the Sub-Agent to the Agent Programme.
2.3 The legal relationship between NETELLER and any Referred Member or Sub-Agent will be the sole remit and responsibility of NETELLER. With the exception of clause 3 (Commission) NETELLER will not be liable to account to the Agent any details of such relationships.
2.4 Agent shall not have any power to accept Referred Members or make contracts on behalf of NETELLER and shall not make or give any promises, representations, warranties or guarantees, whether expressed or implied to New Members or Inactive Members on behalf of NETELLER.
2.5 Agent shall not refer Agent Relatives to NETELLER and NETELLER shall not be liable to pay Commission to the Agent in relation to Agent Relatives. If any Referred Members or Sub-Agents become Agent Relatives, the Agent shall notify NETELLER immediately and NETELLER shall cease paying Commission in respect of the Agent Relative with immediate effect.
3.1 In consideration of the services rendered under these Agent Terms and Conditions, NETELLER shall pay the Agent the following Commission:
(1) 20% of Fee Revenue earned from Tagged Accounts; and
(2) 10% of the commission paid to any Sub-Agent in relation to the Agent Programme.
For the avoidance of doubt, unless otherwise agreed by NETELLER in writing, each Referred Member shall only have one Tagged Account. No Commission will be payable by NETELLER to the Agent in relation to any other Member Account(s) held by Referred Members.
3.2 Commission shall be capped at one hundred thousand USD ($100,000) per Tagged Account.
3.3 NETELLER, in its absolute discretion, may immediately stop paying commission in respect of a Referred Member or a Sub-Agent and reclaim or set off future Commission payments against any Commission paid to the Agent in respect of the relevant Referred Member or Sub-Agent, where NETELLER has reasonable grounds to believe the Referred Member or Sub-Agent concerned:
(1) had a Member Account (either through their direct relationship with NETELLER or through a third-party) at the time of the referral by the Agent and did not qualify as an Inactive Member;
(2) was an Agent Relative at the time of referral or subsequently becomes an Agent Relative; and/or
(3) Performs or attempts to perform a Prohibited Activity.
NETELLER will inform Agent 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.
3.4 NETELLER reserves the right to change the applicable commission rate or total cap upon giving the Agent two (2) weeks’ written notice sent to the primary e-mail address registered with the Agent Account.
3.5 NETELLER will pay Commission within thirty (30) days (or in such other frequency as determined by NETELLER) following the end of the calendar month for which Commission is due and payable.
3.6 The Commission will be inclusive of VAT, if applicable, or other applicable sales or service tax. If the Agent runs a business that is subject to VAT or a similar sales or service tax, then the Agent shall issue to NETELLER, in a form and at intervals to be agreed between the Parties from time to time, a VAT invoice recognised by the relevant tax authority for the purpose of reclaiming the VAT paid on the Commission. The term “VAT” shall mean Value Added Tax or any equivalent sales tax in any relevant jurisdiction. The Parties shall co-operate in good faith to give effect to an efficient tax treatment of the supplies and the payments of consideration contemplated hereunder.
3.7 NETELLER shall make commission reports available to Agent in such detail as NETELLER determines from time to time. Agent must promptly and carefully review all reports on a regular basis and notify NETELLER of any errors or discrepancies.
3.8 The Agent has ten (10) days from the date of each Commission payment ("Claim Period”) to challenge the amount or calculation of the Commission paid (“Claims"). Where notice is provided in the Claim Period, NETELLER shall use reasonable commercial efforts to investigate and resolve any errors or discrepancies and pay any outstanding Commission to Agent. If the Agent fails to provide notice to NETELLER of a Claim within the Claim Period, the Agent shall be deemed to approve the Commission. After the Claim Period, NETELLER shall be under no obligation to investigate any Claims and, to the extent permitted by law, Agent hereby releases and discharges NETELLER from any and all liability with respect to paying any unpaid Commission that may otherwise have been payable to Agent (“Released Claims”).
3.9 The Agent hereby agrees not to sue, commence, voluntarily aid in any way, prosecute or cause to be commenced or prosecuted against NETELLER any action, suit or other proceeding concerning the Released Claims.
3.10 Commission will be paid directly into the Agent Account. If the Agent Account is closed (whether permanently or temporarily) for any reason, NETELLER will be unable to pay the Commission. It is the Agent’s responsibility to ensure the Agent Account remains active. NETELLER shall not be liable to Agent for any losses or damages incurred due to the Agent Account being closed.
3.11 Commission will not be payable to Agent, and Agent agrees to return to NETELLER any Commission paid to Agent, for any Referred Member or Sub-Agent that NETELLER can reasonably demonstrate relates to illegal or abusive behaviour, fraudulent activity or Prohibited Activities.
4.1 The Agent shall not, and shall ensure that Referred Members do not perform any of the following activities:
(1) Create or operate multiple Member Accounts without the prior written consent of NETELLER.
(2) Make, in the reasonable discretion of NETELLER, fake and/or artificial deposits with NETELLER Merchants for the sole purpose of generating Commission.
(3) Open or operate a Merchant Account, without the prior written consent of NETELLER.
(4) Register a Member Account on behalf of another person.
(5) Offer incentives or rewards to New Members or Inactive Members to encourage them to apply for a Member Account.
(6) Create or employ any mechanism designed to artificially or automatically generate sign-ups to the NETELLER Services.
(7) Use counterfeit, forged, imitated, stolen or otherwise altered identification documents.
(8) Use or create any material that is sexually explicit, offensive, profane, hateful, threatening, harmful, graphically violent, defamatory, libellous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability.
(9) Disparage or portray NETELLER or its affiliates in any way that will have a detrimental impact to their reputation.
5. Licences and Use of Proprietary Materials
5.1 For the duration and strictly for the purposes of these Agent Terms and Conditions, NETELLER hereby grants to the Agent, a revocable, non-exclusive, non-transferrable, licence to use, copy and distribute the NETELLER trademarks, trade names and logo provided by NETELLER directly to the Agent (the “Proprietary Material”).
5.2 NETELLER reserves the right to revoke the Agent’s licence granted under clause 5.1 at any time and at its sole but reasonable discretion.
5.3 The Agent warrants, represents and undertakes to NETELLER that:
(1) Unless authorised in writing by NETELLER, the Agent shall only use and/or display the Proprietary Material on the websites, webpages, internet pages, mobile platforms or applications, and offline media platforms (including, but is not limited to, classified ads, magazines and newspapers) that have been pre-approved in writing by NETELLER (the “Approved Media”).
(2) Agent shall not use social media sites (including but not limited to Facebook, LinkedIn, Twitter and Instagram) to display the Proprietary Materials or promote the NETELLER Services or Agent Programme.
(3) Agent shall not use and/or display the Proprietary Material in any manner that is inappropriate or that is in any way detrimental to NETELLER.
(4) Agent shall not alter, add to, subtract from, or otherwise modify the Proprietary Materials including proportions, colours, elements, nor animate, morph or otherwise distort the Proprietary Materials perspective or appearance.
(5) Agent shall not bid on any keyword or on any Pay Per Click Search Engines where such keyword contain Proprietary Materials or other Intellectual Property owned by NETELLER (or its licensor’s) or any variation or misspelling of the same. Further, the Agent shall not bid on any word or term that is confusingly similar to the Proprietary Materials or other Intellectual Property owned by NETELLER (or its licensor’s).
(6) Agent shall not use, NETELLER’s (or any NETELLER affiliate) name, trademarks, logos, trade names, business name, or the names of any of the services and/or products (or any name, trademarks, logos, trade name, or business name that is confusingly similar to the foregoing) in its corporate name, trade name, e-mail address, social media network account names or domain names. In addition, the Agent shall not apply for or register any of the same in its own name.
(7) Unless otherwise agreed to in writing by NETELLER, Agent may not sell, resell, assign, licence, sublicense or otherwise transfer rights to the Proprietary Materials, the NETELLER Services or any Confidential Information. If the Agent makes any amendments, derivative works or improvements to the Proprietary Materials or other Intellectual Property belonging to NETELLER the Agent agrees that such modifications shall be owned by NETELLER. Agent hereby irrevocably assigns and transfers all such modifications to NETELLER and waives any moral rights therein.
5.4 NETELLER and/or its affiliates and/or licensors own all right, title and interest, including all copyright, trademark and other intellectual property rights, in and to the NETELLER and Paysafe name and brand, the Proprietary Materials, the NETELLER Services and all components used in providing the NETELLER Services.
5.5 Nothing in these Agent Terms and Conditions shall be construed to grant the Agent ownership of any of the Proprietary Materials or any other Intellectual Property belonging to NETELLER. The Agent shall not make any claim of ownership of any Proprietary Materials or any other Intellectual Property which have been directly or indirectly provided or made available to the Agent by NETELLER in connection with these Agent Terms and Conditions.
6. Agent Warranties
6.1 The Agent warrants, represents and undertakes to NETELLER that:
(1) all of the information the Agent has provided to NETELLER is true, accurate and complete.
(2) it shall not, without NETELLER’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 NETELLER or the NETELLER Services or using the Proprietary Materials. Furthermore, the Agent is responsible for ensuring that their communications practices comply with all Applicable Laws and Regulations.
(3) it shall not offer, promote or market the Agent Programme or the NETELLER Services in countries where NETELLER: (a) is prohibited or restricted from offering payment processing services; or (b) informs Agent not to promote the NETELLER Agent Programme and/or NETELLER Services. A list of prohibited countries is available upon request.
(4) it shall comply with all Applicable Laws and Regulations, licences, regulations and codes of conduct applicable to the promotion and marketing of the NETELLER Services and Agent Programme.
(5) unless authorised by NETELLER in writing, it shall not offer or give any financial compensation (including but not limited to cashback) or any other reward that is designed to incentivise Referred Members to use the NETELLER Services.
(6) it shall not and shall ensure that the Referred Members do not carry out any Prohibited Activities.
(7) unless authorised in writing by NETELLER, it shall not take any action designed to induce, encourage or cause NETELLER Members to modify or terminate their existing agreement with NETELLER for the purposes of becoming a Referred Member.
(8) it shall not breach and shall ensure that the Referred Members do not breach any of NETELLER’s terms of services or attempt to circumvent the NETELLER security or verification procedures.
(9) it will not make or knowingly benefit from transactions which NETELLER 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.
(10) it will co-operate with NETELLER to investigate any suspected illegal, abusive, or fraudulent activity.
7.1 Each Party will use and reproduce the other Party’s Confidential Information only for the purpose of performing their obligations under these Agent 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. NETELLER may also disclose the Agent’s Confidential Information to its affiliates for the purpose of performing its obligations under these Agent Terms and Conditions or to administer the Agent Programme. Notwithstanding the foregoing, it will not be a breach of these Agent Terms and Conditions for either Party to disclose Confidential Information of the other Party if required to do so by Applicable Law and Regulation or in a judicial or other governmental investigation or proceeding.
7.2 The receiving Party agrees to return or destroy, and certify such destruction has been completed, the disclosing Party’s Confidential Information upon termination or expiration of these Agent Terms and Conditions or upon any request of the disclosing Party.
7.3 The Parties agree that if the receiving Party commits a breach, or threatens to commit a breach of the provisions of this clause, 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, it being acknowledged and agreed that any such breach or threatened breach could cause irreparable injury and that money damages may not provide an adequate remedy.
7.4 The Parties agree to ensure that their associated companies, owners, leading personnel, consultants and board members adhere to the abovementioned confidentiality undertaking.
8. Representation of authority
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 Agent Terms and Conditions.
9. Liability and indemnities
9.1 Neither Party shall be liable in contract, tort (including negligence or breach of statutory duty) or otherwise for any punitive, exemplary, indirect or consequential loss or damages of any kind in connection with or arising out of these Agent Terms and Conditions.
9.2 Neither Party shall be liable for any indirect loss of profit or loss of contract, loss of goodwill or reputation, loss of opportunity, loss of revenue or third party loss regardless of whether or not the same was foreseeable or had been brought to any Party’s attention.
9.3 Subject to clause 9.4, the aggregate liability of NETELLER in contract, tort, negligence or otherwise arising out of or in connection with these Agent 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 Neteller to the Agent in the previous Contract Year (or, in the first Contract Year, the commission received to date).
9.4 To the extent permitted by Applicable Laws and Regulations, nothing in these Agent Terms and Conditions shall operate to exclude or restrict a Party’s liability for the following:
(1) fraud and fraudulent misrepresentation;
(2) death or personal injury due to negligence;
(3) wilful and malicious misconduct; and/or
(4) damage to real or tangible personal property;
9.6 NETELLER shall not be liable for any of the following:
(1) any suspension or refusal to accept payments which NETELLER has reason to believe to be made fraudulently or without proper authorisation or pose a security risk;
(2) the payment instructions received contain incorrect or improperly formatted information;
(3) or hardware, software or internet connection is not functioning properly.
9.7 Agent shall indemnify and hold harmless NETELLER 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 Agent Terms and Conditions.
10. Compliance with Applicable Laws and Regulations
10.1 In performing their obligations under these Agent Terms and Conditions, both Parties shall comply with all Applicable Laws and Regulations from time to time in force, including but not limited to the Modern Slavery Act 2015, Anti-Bribery Act 2010 and NETELLER’s Anti-Bribery and Corruption Policy.
10.2 The Parties have and shall maintain in place throughout the term of these Agent Terms and Conditions their own policies and procedures to ensure compliance with the Applicable Laws and Regulations.
10.3 The Agent shall promptly report to NETELLER any request or demand for any undue financial or other advantage of any kind received by the Agent in connection with the performance of these Agent Terms and Conditions.
10.4 Upon request by NETELLER, the Agent shall certify to NETELLER in writing, that the Agent and all persons associated with the Agent under these Agent Terms and Conditions is compliant with this clause 10.
10.5 The Agent shall ensure that any person associated with the Agent who is performing services in connection with these Agent Terms and Conditions does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Agent under this clause 10. The Agent shall be responsible for the observance and performance by such persons and shall be directly liable to NETELLER for any breach of this clause 10 by such persons.
11. Term and Termination
11.1 These Agent Terms and Conditions shall commence on the earlier of: (a) the date the Agent accepts the NETELLER Agent Terms and Conditions; or (b) the date the Agent starts performing the services stated in clause 2.1 of the Agent Terms and Conditions and shall continue unless terminated in accordance with this clause 11.
11.2 Either Party may terminate these Agent Terms and Conditions without cause by giving thirty (30) days prior written notice to the other Party.
11.3 NETELLER may terminate these Agent Terms and Conditions immediately if the Agent breaches clauses 4 (Prohibited Activities), 5 (Licences and Use of Proprietary Materials), 7 (Confidentiality) or (10) Compliance with Applicable Laws and Regulations.
11.4 Either Party may terminate these Agent Terms and Conditions immediately by giving written notice to the other Party (the “Defaulting Party”):
(1) 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; or
(2) if the Defaulting Party breaches a material provision of these Agent 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 the Agent’s obligations under clause 3 (Commission), 4 (Prohibited Activities), 5 (Licences and Use of Proprietary Materials), 6 (Agent Warranties), 7 (Confidentiality) or 10 (Compliance with Applicable Laws and Regulations) shall constitute a material breach.
12. Consequences of Termination
12.1 Without prejudice and subject to clauses 3.3 and 3.10 and subject to clause and 12.2, upon termination of these Agent Terms and Conditions, NETELLER shall continue paying Commission for a period of six (6) months following the termination date.
12.2 If these Agent Terms and Conditions are terminated by NETELLER pursuant to clause 11.3 or 11.4, NETELLER shall stop paying Commission to the Agent for all Referred Members on the date of termination of these Agent Terms and Conditions.
12.3 The termination of these Agent Terms and Conditions, however it arises, shall not affect any actual or contingent liabilities or claims of any Party hereto which accrue before these Agent Terms and Conditions terminate.
12.4 On termination of these Agent Terms and Conditions, the Agent shall:
(1) promptly return to NETELLER any material supplied to the Agent by NETELLER;
(2) cease to use any Confidential Information made available to it pursuant to clause 7; and
(3) immediately cease using Proprietary Materials or any Intellectual Property which have been directly or indirectly provided or made available to the Agent by NETELLER.
12.5 Any provision of these Agent Terms and Conditions which imposes an obligation after termination or expiration shall survive the termination or expiration of these Agent Terms and Conditions, including but not limited to clauses 1, 3, 4, 6, 7, 8, 9, 10, 12, and 13.
13.1 Without prejudice to the remedies under clauses 3 (Commission), 9 (Liability and Indemnities) and 11 (Term and Termination), where the Agent is in breach, or where NETELLER has reason to believe that the Agent is in breach of any term of these Agent Terms and Conditions, NETELLER reserves the right to, at its sole discretion, carry out any and/or all of the following:
(1) Instruct the Agent to immediately carry out any instructions issued by NETELLER including (without limitation) immediate suspension of such activities.
(2) Cease to pay Commission on Tagged Accounts.
(3) Reduce the amount of Commission for Tagged Accounts due and payable.
14. Relationship of the Parties
AGENT AND NETELLER ARE INDEPENDENT CONTRACTORS UNDER THESE AGENT TERMS AND CONDITIONS AND NOTHING HEREIN WILL BE CONSTRUED TO CREATE A PARTNERSHIP, JOINT VENTURE OR AGENCY RELATIONSHIP BETWEEN THEM. NEITHER PARTY SHALL HAVE AUTHORITY TO ACT IN THE NAME OR ON BEHALF OF OR OTHERWISE TO BIND THE OTHER IN ANY WAY.
15. Third Party Rights
No person who is not a Party to these Agent Terms and Conditions shall have rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of these Agent Terms and Conditions.
NETELLER shall not be responsible for any taxes, duties, assessments, fines, levies or other amounts payable by Agent to any governmental or regulatory authority arising out of these Agent Terms and Conditions. The Agent 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 Agent Programme.
17. Changes to the Agent Terms and Conditions
Subject to Clause 3.4, NETELLER reserves the right to change these Terms and Conditions at any time. Changes will be effective as soon as they are published on the NETELLER website. The Agent’s continuous participation in the Agent Programme after such changes shall be deemed acceptance thereof.
18. Force majeure
Neither Party shall be under any liability if it is unable to perform its obligations due directly or indirectly to any event or circumstances beyond its reasonable control including, without limitation: the act failure or omission by Government; telecommunications operators or other competent authority; war, military operations, or riot; difficulty, delay or failure in any machine, data processing system, manufacture, production; supply by third parties of the NETELLER Services or with respect to the Agent, the supply of the services under these Agent Terms and Conditions; any act of God, inclement weather, failure or shortage or power supplies, flood, drought, lightning or fire; or strike, lock-out, trade dispute or labour disturbance.
The Agent shall not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Agent Terms and Conditions without the prior written consent of NETELLER.
20. Governing Law
These Agent Terms and Conditions and any legal relationship between the Parties arising out of or in connection with the Agent Programme shall be governed by and interpreted in accordance with the laws of England and Wales. The Parties hereby irrevocably agree to submit to the exclusive jurisdiction of the courts of England for the settlement of any claim, dispute or matter arising out of or in connection with these Agent Terms and Conditions.
Any waiver of a right under these Terms and Conditions shall only be effective if agreed or declared in writing. A delay in exercising a right or the non-exercise of a right shall not be deemed a waiver and shall not prevent a Party from exercising that right in the future (subject to the provisions of the Limitations Act 1980).
22. Entire Agreement
These Agent Terms and Conditions represents the entire agreement between the Parties in relation to its subject matter and shall replace and supersede all previous agreements, understandings, warranties and representations, either oral or written regarding the subject matter hereto. Each Party acknowledges that it has entered into these Agent Terms and Conditions in reliance only on the representations, warranties, promises and terms contained in these Agent Terms and Conditions and, save as expressly set out in these Agent Terms and Conditions, neither Party shall have any liability in respect of any other representation, warranty or promise made prior to the date of these Agent Terms and Conditions unless it was made fraudulently.
If any part of these Agent Terms and Conditions is found by a court of a competent jurisdiction to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of the Agent Terms and Conditions, which shall continue to be valid and enforceable to the fullest extent permitted by law.
These Agent Terms and Conditions are drafted in English. If they are translated into any other languages, it is for convenience only and the English version shall prevail.
Notices to Agent shall be sent to the primary email address registered to Agent Account. Notices to NETELLER shall be sent to firstname.lastname@example.org. All Notices shall be deemed delivered 24 hours after the transmission is sent