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OFX Referral Partner Terms

This Referral Program Agreement (the “Agreement”) contains the complete terms and conditions that apply to your participation as an affiliate in the OFX Referral Programme. As used in this Agreement, “we,” “us” or “OFX’’ means OFX Payments Ireland Limited or any of its affiliated companies, and “you,” “your” or “Referral Partner” means the applicant.  OFX and the Referral Partner (together, the “Parties”) wish to enter into a referral relationship under which the Referral Partner will refer Clients to OFX pursuant to this Agreement.

“Your website” means any site and/or software application that you own or operate and link to the OFX Site. The “OFX Site” means the OFX.com site or any other site operated by or on behalf of OFX or its affiliates.

Please read this Agreement carefully before you participate in the Referral Programme. You are responsible for ensuring that your employees, agents and contractors always comply with this Agreement.

1. Overview of Referral Program

1.1 Registration

To begin the registration process, the Referral Partner must submit a complete and accurate application detailing, amongst other things, its entity, contact and bank details (“Application”). After receiving the Application, OFX will evaluate the Application and notify the Referral Partner whether it has been accepted or rejected. OFX reserves the right to reject any Application for any reason.

1.2 Verification and Inspection

OFX may request additional information from the Referral Partner at any time.

1.3 Referral Link

If the Application is approved, OFX will provide the Referral Partner with a Referral Link to place a link on the Referral Partner Website to refer Clients to the OFX Website. Subject to this Agreement, OFX shall pay a Referral Fee to the Referral Partner for each Qualifying Transaction conducted by a Client, calculated in accordance with clause 3.2 below.

1.4 Qualifying Transactions

For the Referral Partner to earn a Referral Fee, the transaction must be a Qualifying Transaction. Transactions that are cancelled or refunded will not qualify for a Referral Fee. OFX reserves the right to cancel or refund the transaction at any time.

1.5 Referral Determination

Website cookies shall be used to identify Clients referred to OFX from the Referral Partner Website. Website cookies are valid for 30 days from the last visit via the Referral Partner Website. The Referral Fee will be paid based on the most recent cookie prior to the Qualifying Transaction.

1.6 Marketing Approval

Subject to clause 5 below, OFX may at its discretion provide the Referral Partner with Materials or further information for inclusion on the Referral Partner Website. The Referral Partner shall not display on the Referral Partner Website any advertising material or information of any kind referring to OFX or the Services without the prior written approval of OFX, which approval may be granted entirely at OFX’s discretion.

1.7 No Exclusivity

The arrangement between the Parties is not exclusive and OFX may appoint other organisations who will perform similar referral services for OFX.

2. Partners Home Page

2.1 Username / Password and Statistics

OFX will provide the Referral Partner with a username and password to access a secure Referral Home Page for administrative and tracking purposes, which will provide, amongst other things, general statistics and data, including traffic volume and referral revenue information.

2.2 Not Binding

Information contained on the Referral Home Page is indicative only and not binding on OFX. The Referral Partner should not rely on any information on the Referral Home Page without first having received confirmation in writing from OFX. The Referral Partner also acknowledges that OFX will not provide information identifying particular Clients.

3. Payments to Referral Partner

3.1 Referral Fee Calculation

OFX shall pay the Referral Partner a fee, representing a certain percentage of Gross Revenue generated from each Qualifying Transaction (“Referral Fee”), provided that:

  1. the Referral Partner may refer one Client once;
  2. transactions that are cancelled or refunded will not qualify for a Referral Fee. OFX in its sole discretion may: (i) decline to accept to onboard a client referred by the Referral Partner; and (ii) cancel or refund a transaction with a Client at any time;
  3. transactions booked by a Group Company are not eligible for a Referral Fee; and
  4. the Referral Fee shall be inclusive of any taxes, levies, costs, charges or fees (including VAT).

OFX will notify the Referral Partner the specific Referral Fee at the time of entry into this Agreement.

3.2 Payment of Referral Fees

OFX will only pay the Referral Fee when the Base Threshold is reached. The “Base Threshold” means the amount of Referral Fees owed to the Referral Partner has reached the sum of AUD $500. Referral Fees are payable within ten (10) business days from the first day of the following month once the Base Threshold is accrued in any given month. If the Referral Fees in any calendar month is less than the Base Threshold, the amount will be rolled over month-to-month until the Base Threshold is achieved. If this Agreement is terminated, for any reason, OFX will pay to Affiliate any Referral Fees owed at termination no later than ten (10) business days after the first day of the month following the effective date of termination.

3.3 Referral Fee Period

Subject to clause 9.2 below, a Referral Fee is payable for a period of 24 months only from the date of the first Qualifying Transaction by the relevant Client, after which period no further Referral Fees shall be payable in respect of that Client.

3.4 Statements

OFX will issue a statement to the Referral Partner detailing any Referral Fees payable by OFX under this Agreement.

3.5 Dormant Referrals

If the Referral Partner has not been credited with a Qualifying Transaction during any 6-month consecutive period, OFX may in its absolute discretion terminate this Agreement.

4. Partner Obligations

4.1 Comply with Laws

The Referral Partner will comply with, and will ensure that its directors, officers, employees, subcontractors and agents comply with, all relevant laws in all relevant jurisdictions in relation to recommending or offering the Service. For the avoidance of doubt, this includes, but is not limited to, any data protection legislation applicable in jurisdictions in which the Referral Partner operates. If the Referral Partner provides personal information to OFX about any individual, the Referral Partner must first ensure that the third party agrees, having been made aware of this Agreement and OFX’s Privacy Policy.

4.2 Operative Referral Link

The Referral Partner agrees to take full responsibility for ensuring the proper and continuing operation of the Referral Link. The Referral Partner must notify OFX if the Referral Link ceases to function properly. OFX shall not be responsible for any potential liability or Referral Fees (if applicable) should the Referral Link cease to operate or fail to function properly.

4.3 Representations

The Referral Partner agrees not to make any representations, promises, warranties or other statements about OFX, its Group Companies, or the OFX Website, products, Services, or policies other than those expressly approved in writing by OFX. The Referral Partner must not offer or give any impression to users of the Referral Website that the Referral Partner is itself performing the Service or any similar services. Under no circumstances shall the Referral Partner Website in any way copy, resemble, or mirror the look and feel of the OFX Website or give the impression that the Referral Partner Website is the OFX Website or any part of the OFX Website, including without limitation framing the OFX Website in any manner.

5.Marketing

  1. Placement of links. The Referral Link must be placed in such a way that it is prominent for the visitor.
  2. Promotional Activities. The Referral Partner may promote OFX on social media platforms, including, but not limited to, Twitter, Meta and Instagram (“Social Media Platforms”) only in accordance with the following guidelines:
  3. Social Media. The Referral Partner may promote OFX on social media platforms, including, but not limited to, Twitter, Meta and Instagram (“Social Media Platforms”) only in accordance with the following guidelines:
    1. The Referral Partner may use or display the Referral Link, or otherwise promote OFX, on its own pages or profiles, provided that it does not violate any terms of service of the Social Media Platform in connection with its marketing activities.
    2. The Referral Partner may not post the Referral Link on OFX’s company pages or profiles in an attempt to generate Qualifying Transactions.
    3. The Referral Partner may not run any paid advertisements on Meta or any other Social Media Platform that utilise OFX trademarks, logos or branding.
    4. The Referral Partner may not create a social media account in the name of OFX that includes OFX’s trade mark, page name, branding and/or user name.
  4. Group Company Network. Subject to this Agreement, the Referral Partner may promote OFX through its Group Company network.  The Referral Partner acknowledges and agrees that it will be responsible for ensuring that all Group Companies promote OFX and adhere to this Agreement, including but not limited to, restrictions on advertising through paid placements. The Referral Partner further acknowledges and agrees that it will be solely liable for any breach of this Agreement by a Group Company. For the avoidance of doubt, only the Referral Partner will be entitled to any Referral Fees (if applicable).

6. Prohibited Activities

  1. Paid Search Advertising. The Referral Partner must not bid on, register or purchase any keywords, search terms, AdWords, Pay-per-Click words, domain names or other identifiers that include any Protected Keywords or any misspellings or variations thereof for use in any search engine, portal, sponsored advertising service or other search service including but not limited to Google, MSN or Yahoo. “Protected Keywords” include but are not limited to OFX, OFX.com, OzForex, USForex, CanadianForex, UKForex, NZForex, OzForex (HK), OFX Singapore, OFX Shanghai or OFX Ireland.
  2. Misrepresentations. The Referral Partner must at all times represent itself and the Referral Website(s) as independent from OFX and not engage in any acts or omissions that could reasonably cause confusion among end-users as to OFX’s relationship with the Referral Partner or any third party, including but not limited to the following:
    1. misrepresenting or embellishing the relationship between the Referral Partner and OFX by stating or implying that the Referral Partner is formally associated with OFX;
    2. offering, suggesting or giving any impression that the Referral Partner is performing the Service offered by OFX; or
    3. identifying any Referral Website(s) as an “official site” of OFX or belonging to OFX or its Group Companies.
  3. Linking Restrictions. The Referral Partner agrees that it will not manipulate, alter or modify the Referral Link. The Referral Partner must identify any and all domain names/websites in which it intends to display or otherwise use the Referral Link on its Application and agrees to notify OFX in writing (including in respect to any changes from time to time).

7. Indemnity

  1. Each Party (“Indemnifying Party”) indemnifies the other Party against all loss or damage of any kind that it may sustain or incur, including solicitor and own client costs, as a result, whether directly or indirectly, of any:
    1. breach by the other Party of this Agreement;
    2. act or omission by any of the other Party’s employees, agents or advisers which, if done or omitted to be done by the other Party, would be a breach of the other Party’s obligations under this Agreement; and
    3. claim made against the other Party by a third party as the result of any representation made, or action taken or not taken, pursuant to this Agreement by that Party.
  2. Notwithstanding any other provision of this Agreement, in no event shall the Indemnifying Party be liable to the other Party for indirect, special, incidental, punitive or consequential loss or damage of any nature, including without limitation loss of use, loss of revenue, loss of profit, loss of income, loss of market share, loss of opportunity or loss of goodwill, whether arising in contract, tort (including negligence) or other legal theory, even if the possibility of such loss or damage is known at the time of acceptance of this Agreement.

8. Term

The term of this Agreement will begin upon OFX’s acceptance of the Referral Partner’s application, at which point the terms of this Agreement will apply, and will end when terminated by either Party in accordance with clause 9 below.

9. Termination

9.1 Termination

  1. This Agreement may be terminated with or without cause by either Party providing 90 days’ written notice to the other Party, provided such notice is not effective sooner than the first anniversary of the Commencement Date.
  2. Either Party may (without prejudice to its other rights) terminate this Agreement with immediate effect by notice in writing to the other Party if:
    1. the other Party breaches this Agreement and (in the case of a breach capable of being remedied) shall have failed, within 10 Business Days after the receipt of a request in writing, to remedy the breach (such request to contain a warning of the intention to terminate); or
    2. the other Party shall have a receiver, receiver and manager, liquidator, examiner or other officer of the court appointed over it or over any part of its undertaking or assets or shall pass a resolution for winding up (except for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect or if it shall enter into any voluntary arrangement or scheme with its creditors or be dissolved or cease to carry on business, become insolvent or anything analogous in any other jurisdiction in which it is located.

9.2 Termination consequences

  1. If this Agreement is terminated for any reason, OFX will pay to the Referral Partner any Referral Fees (if applicable) owed at termination no later than 10 Business Days after the last day of the month following the effective date of termination. If the Referral Partner fails to comply with any of the provisions of this Agreement, OFX may withhold any Referral Fees accrued under this Agreement.
  2. OFX will not pay any Referral Fees to the Referral Partner for any Qualifying Transactions conducted by a Client after the effective date of termination.
  3. Subject to sub-clauses 9.2(a) and (b) above, any termination of this Agreement (for whatever reason) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.

10. Confidentiality

  1. Each Party (“Recipient”) must, subject to clause 10(b):
    1. keep confidential all Confidential Information of the other Party (“Discloser”) of which it becomes aware under or in relation to this Agreement, and the Recipient and its personnel must continue to keep confidential all Confidential Information of the Discloser after termination or expiry of this Agreement;
    2. use the other Party’s Confidential Information solely in accordance with, and for the purposes of this Agreement;
    3. only disclose Confidential Information to its personnel who have a need to know that Confidential Information (and only to the extent that each has a need to know) in order to carry out their duties in connection with this Agreement, and who have agreed to keep the Confidential Information confidential;
    4. at all times provide suitably secure storage for the other Party’s Confidential Information and must clearly mark this information as confidential;
    5. treat that information with at least the same degree of care as it treats its own Confidential Information; and
    6. comply with any reasonable directions of the Discloser in respect of such Confidential Information, including any specific request made by the Discloser as to whether the Recipient may use and/or disclose that information.
  2. Clause 10(a) does not apply to the extent that:
    1. a Recipient is required by law or under the rules of the relevant stock exchange to disclose the Discloser’s Confidential Information except that the Recipient must provide prompt written notice of the required disclosure to the Discloser before disclosure of that Confidential Information, to enable the Discloser to seek a protective order or otherwise prevent or contest such disclosure and notify the Party to whom the disclosure is made that the information is Confidential Information of the Discloser;
    2. the Discloser’s Confidential Information is public knowledge (and has not become public knowledge as a result of Recipient’s breach of confidentiality); and
    3. the Discloser’s Confidential Information was independently created by the Recipient (and the Recipient has evidence in writing that the information falls within this exception).
  3. This clause 10 survives termination or expiry of this Agreement.

11. Representations and Warranties

Each Party represents and warrants that:

  1. it has the skill, knowledge and judgement of best industry practices to perform the obligations under this Agreement;
  2. it owns or has the right to use all intellectual property (including trademarks and logos) that it authorises the other Party to use, reproduce and display in connection with carrying out its obligations under this Agreement;
  3. the negotiation, entry into and performance of this Agreement does not violate, conflict with, interfere with, result in a breach of, or constitute a default under any other Agreement to which it is a Party or by which it is bound or any applicable law;
  4. it possesses any license or authorization necessary in any jurisdiction to transact the business that is the subject matter of this Agreement; and
  5. it is authorised to enter into this Agreement, to carry out its obligations hereunder and to grant the rights herein granted.

12. Intellectual Property

12.1 Intellectual Property Ownership
Notwithstanding clause 12.2 below, nothing in this Agreement will be deemed to grant or assign to either Party any ownership rights, license rights or interest of any kind in the other Party’s products, services or technology or in the other Party’s intellectual property including, without limitation, the names, logos, trademarks, service marks, copyrights and proprietary technology, including, any intellectual property currently used or which may be developed and used in the future.

12.2 License of Rights
OFX hereby grants the Referral Partner a revocable, non- transferable, non-sublicensable, non-assignable, non-exclusive license to use the OFX trademarks, logos, and service marks for the sole purpose of carrying out its obligations under and in accordance with this Agreement. The Referral Partner shall obtain the prior written consent of OFX prior to using any OFX trademark, logo or service mark, which consent may be denied in the sole discretion of OFX.

13. General

13.1 Waiver and Severability
The waiver by either Party of any default or breach of this Agreement shall not constitute a waiver of any other subsequent default or breach. If any provision of this Agreement is prohibited, invalid or unenforceable in any jurisdiction, that provision will, as to that jurisdiction, be ineffective to the extent of the prohibition, invalidity or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction.

13.2 Modification
OFX may modify this Agreement at any time by sending notice of such modification to the Referral Partner by email to the email address provided at 13.5.

13.3 Privacy
By signing this Agreement, the Referral Partner confirms that it has read, understood and accepted OFX’s Privacy Policy.

13.4 Unauthorised or Illegal Use
If OFX reasonably suspects that the Referral Partner’s Application has been used for, or is going to be used for, an unauthorised, illegal or criminal purpose, the Referral Partner gives OFX express authorisation to share information about the Referral Partner, the Application and any of the Referral Partner’s referrals with law enforcement authorities.

13.5 Disclosures and Notices
Save for as set out below, all notices required or permitted under this Agreement must be in writing and shall be sent by email or by courier.  Any notice shall be sent to:

OFX:
Fitzwilliam Court, 2 Leeson Close, Dublin 2, D02 YW24
Email: Legal.Notice@ofx.com
Attn: Head of Legal and Compliance, EMEA

Referral Partner:
Address and email address provided in the Application.

The Referral Partner agrees that OFX can provide disclosures and notices required by law and other information about the Application to the Referral Partner electronically by posting it on the OFX Website or by emailing it to the email address listed above. The Referral Partner also agrees that electronic disclosures and notices have the same meaning and effect as if OFX had provided paper copies. Such disclosures and notices are considered received by the Referral Partner within 24 hours of the time posted to the OFX Website or within 24 hours of the time emailed to the Referral Partner unless OFX receives notice that the email was not delivered.

13.6 Security
OFX has implemented technical and organisational measures designed to secure information about the Referral Partner from accidental loss and from unauthorised access, use, alteration or disclosure. However, OFX cannot guarantee that unauthorised third parties will never be able to defeat those measures or use information about the Referral Partner for improper purposes. The Referral Partner acknowledges that it provides information about itself at its own risk.

13.7 Anti-Bribery and Corruption

Each Party shall, and shall ensure that its agents, directors, employees, officers and subcontractors shall:

  1. comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti- corruption (“Anti-Bribery Laws”);
  2. not engage in any form of bribery, corruption, extortion or embezzlement, or other unlawful conduct including but not limited to that which would constitute an offence under the Anti-Bribery Laws; and
  3. have, maintain and enforce throughout the term of supply, its own policies and procedures to ensure compliance with the Anti-Bribery Laws.

13.8 Limitation of Liability
OFX’s total aggregate liability for damages of any kind arising from any claim in connection to this Agreement shall be limited to the Referral Fees payable by OFX hereunder within the last 12 months.

13.9 Force Majeure
Neither Party shall be liable by reason of any failure of delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such Party, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, or labour conditions (“Force Majeure Event”). Upon a Force Majeure event, the non-performing Party will be excused from any further performance of obligations affected by the Force Majeure Event for so long as the event continues, and such Party continues to use reasonable efforts to resume performance. If a delay by either Party arising directly out of a Force Majeure Event continues for more than 30 Business Days, the other Party may, at its discretion, terminate this Agreement by giving 10 Business Days’ notice to the delaying Party.

13.10 Dispute Resolution
A Party may notify the other Party in writing that a dispute has arisen. The Parties will, in the first instance, attempt to resolve the dispute, controversy, claim or allegation of breach by entering into good faith negotiations. If the Parties fail to resolve the dispute within a reasonable time, each Party shall nominate a senior officer or officers of its management to meet at any mutually agreed location to resolve the dispute.  This clause does not prevent either Party from seeking urgent injunctive or urgent declaratory relief.

13.11 Governing Law and Jurisdiction
This Agreement is governed by the laws of Ireland and the parties submit to the exclusive jurisdiction of the courts of Ireland and all courts competent to hear appeals from the courts of Ireland in respect of all proceedings arising in connection with this Agreement.

13.12 Assignment
This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the Parties; however, no assignment shall be valid without prior written consent of both Parties (which consent shall not be unreasonably withheld). Upon such assignment, the other Party shall remain responsible for the proper performance of its obligations hereunder.  Notwithstanding the above, any change in control of a Party resulting from a merger, consolidation, share transfer or asset sale will be deemed an assignment or transfer for the purposes of this Agreement that requires the other Party’s notice.

13.13 Headings and Interpretation
The headings in this Agreement are for the convenience of reference only and have no legal effect. In this Agreement words importing the singular include the plural and vice versa and words importing gender include any other gender. The expression “person” used in this Agreement shall include (without limitation) any individual, partnership, local authority, company or unincorporated association. Where the words include(s), including or in particular are used in this Agreement, they are deemed to have the words without limitation following them. Where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them. Any obligation in this Agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.

13.14 Entire Agreement
This Agreement contains the entire Agreement between the parties in relation to this subject matter.

13.15 Relationship
Nothing in this Agreement constitutes a relationship of employer and employee, principal and agent, partnership or joint venture between the Parties and neither Party shall be authorised to assume or create or attempt to assume or create, directly or indirectly, any obligation on behalf of, or in the name of the other Party.

13.16 Counterparts

This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement. Transmission of the executed signature page of a counterpart of this Agreement by email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this Agreement.

14. Definitions

In this Agreement, unless the context otherwise requires, the following words have these meanings:

“Application” has the meaning given to that term in clause 1.1.

“Business Day” means a day that is not a Saturday, Sunday or a public holiday (including bank holidays) in Ireland.

“Completed Transfer” means a transaction where OFX has received cleared funds from the Client and has successfully remitted the purchased currency to the designated payee.

“Confidential Information” means, in relation to a Party, information about that Party or its business or affairs that is by its nature confidential; is reasonably designated by that Party as confidential; or the other Party knows or ought to know is confidential, and includes:

  1. the terms of this Agreement;
  2. the services to be provided by either Party and any Referral Fees to be paid under or in connection with this Agreement; and
  3. the Margin, any data, business plans, Client strategies, marketing information, sales information, quality procedures, production techniques, new product ideas, intellectual property rights, trade secrets, formulas, processes, dealings, know-how, designs, plans, research data, or financial information.

“Client” means either (as applicable):

  1. a visitor to the Referral Partner Website who is directed to the OFX Website through the Referral Link and subsequently registers on the OFX Website; or
  2. a Client of the Referral Partner that has been referred to OFX by the Referral Partner.

“Indemnifying Party” has the meaning given to that phrase in clause 7(a) above.

“Gross Revenue” means the revenue received by OFX in relation to each Completed Transfer.

“Group Company” means any person or entity controlling (directly or indirectly), controlled by or under common control with another person and for the purposes of this definition, “control” shall mean direct or indirect beneficial ownership of 50% or more of the share capital, stock or other participating interest carrying the right to vote or to distribution of profits of such entity.

“Margin” means the difference between the retail exchange rate OFX provides to the Client and the wholesale exchange rate OFX is charged by its wholesale currency providers.

“Materials” means any advertising or other materials or information of any kind provided to the Referral Partner by OFX, including for publication on the Referral Partner Website, and shall be taken to include any trademarks, registered or unregistered, owned by OFX.

“OFX Website” means the website operated by OFX at www.ofx.com, or any other site operated by or on behalf of us or our Group Companies.

“Parties” has the meaning given to that term in the recitals, and “Party” means any one of them.

“Protected Keywords” has the meaning given to that phrase in clause 6(a) above.

“Qualifying Transaction” means a transaction conducted by a Client which meets the following criteria:

  1. the Client followed the Referral Link from the Referral Partner Website to the OFX Website or by other means of verifiable referral (as determined by OFX in its absolute discretion) and, at that time, registered with OFX; and
  2. OFX has carried out a Completed Transfer.

“Referral Fee” means the fee calculated in accordance with clause 3.1.

“Referral Link” means the link from the Referral Partner Website to the OFX Website using the URL String.

“Referral Partner Website” means the website(s) operated by the Referral Partner.

“Service” means the service provided by OFX, including (but not limited to): money transfer, foreign exchange and spend management.

“Social Media Platforms” has the meaning given to that phrase in clause 5(c) above.

“URL String” means a sequence of characters, conforming to a standardized format that is used for referring users to the OFX Website.

“VAT” means any tax imposed on the supply of goods or services which is imposed or assessed under the Value-Added Tax Consolidation Act 2010 (as amended) and all related ancillary legislation.