CONDITIONS

1) Interpretation and Understanding 


1.1) The meanings of some of the specially defined words (which begin with a capital letter) and other guides to understanding these Conditions can be found at the end of these Conditions.

2) Commission


2.1) Fast Fintech Ltd agrees to pay Publisher the Commission for valid transactions in a timely manor, a valid transaction is a transaction generated in a non-fraudulent or misleading way as set out and agreed in the applicable Insertion Order. Commissions of less than the stated threshold agreed within the Insertion Order will be held by Fast Fintech Ltd until the the total Commission due to the Publisher exceeds the threshold or until the Contract is terminated. 


2.2) The payment for the Commission due shall be less any VAT or other taxes that Fast Fintech Ltd is required by any applicable law to remit to the taxing authorities (including, without limitation, any withholding taxes).


2.3) If Publisher is required to collect VAT on Commissions paid under these Conditions, Publisher shall provide to Fast Fintech Ltd Publisher’s VAT number and a customary VAT invoice for all Commissions and VAT.

3) Fast Fintech Ltd’s Obligations


3.1) Fast Fintech Ltd shall provide the Links to Publisher, to enable Publisher to link their site to the Advertiser site. 


3.2) Fast Fintech Ltd gives no warranty that access to the Advertisers site or any site operated by Fast Fintech Ltd in connection with this Contract or Publisher’s Website shall be uninterrupted or error-free.


4) Publisher’s Obligations


4.1) Publisher agrees and undertakes to:


A) Not generate false or dishonest memberships or sales of Advertiser Products through the Fast Fintech Ltd partnership; 


B) Not make any representations, warranties or other statements (including without limitation press releases) concerning Fast Fintech Ltd or its Advertisers Website or any of the Products & Services unless with Fast Fintech Ltd’s prior written consent. Any representations, warranties or other statements made by Publisher about its Services and/or about Fast Fintech Ltd and/or Advertisers /Site and/or Products must comply with all applicable UK legislation and relevant guidance, including but without limitation, the Applicable Regulations. 

C) Not to generate transactions that have in excess of 5% chargeback rates upon billing. This would indicate that the transaction have either been generated in a fraudulent or misleading manner and could lead to Fast Fintech Ltd and/or their Advertiser cancelling the campaign and not compensating the Publisher for the traffic. 


D) In certain circumstances if chargebacks are becoming a re-occurring problem the Publisher may be moved to a chargeback protection campaign, where the transactions that are generating the chargeback will be backed out of the commissions that Publisher receives. 
   

4.2) Publisher further agrees and undertakes to maintain appropriate privacy policies and to comply in all respects with the UK GDPR, Data Protection act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003.

4.3) All fraudulent transactions that are determined to be such will not qualify as an “Action”.  Fast Fintech Ltd has 30 days from the time of the transaction to determine if the action is fraudulent in nature and back out the payment for the transaction(s). Publisher must dispute, in writing, any issue in the calculation of Commissions due within 7 days of receiving a Commission payment or Publisher shall otherwise be deemed to have waived any dispute. Notices of dispute must be provided by email to team@fastfintech.co.uk, or by any successor method that Fast Fintech Ltd indicates in writing as the applicable method.

5) Protection of Protected Relationships  

5.1) At no time during the Term of this Agreement or afterward shall Publisher or its affiliates disparage Fast Fintech Ltd. Except as needed for the provision of services to Fast Fintech Ltd pursuant to this Agreement and only to the degree permitted by Fast Fintech Ltd, Publisher (and its affiliates and agents) shall not, directly or indirectly, reverse engineer, disassemble, decompile, replicate, alter, create derivative works from, distribute or provide to others, extract information from, translate, or attempt to derive the source code of the Fast Fintech Ltd software and intellectual property, except to the extent allowed under any applicable law. If applicable law permits such activities, any information so discovered must be promptly disclosed to Fast Fintech Ltd and shall be deemed to be the Confidential Information of Fast Fintech Ltd.

6) Licences


6.1) Fast Fintech Ltd and/or our Advertisers hereby grants to Publisher a non-exclusive, non-transferable, revocable right to use (i) the Links and (ii) Fast Fintech Ltd and/or Advertisers logos, trade names, trade marks and similar identifying material supplied by Fast Fintech Ltd (but only in the form(s) that they are provided by Fast Fintech Ltd and solely in connection with the Links) (collectively, the “Licensed Materials”), for the sole purpose of marketing the Advertiser Site through Publisher’s Site and solely in accordance with these conditions.  Publisher may not alter, modify, or change the Licensed Materials in any way without the prior written approval of Fast Fintech Ltd (before being placed on Publisher’s Site) and agrees to immediately discontinue such use at such time as the Contract is terminated. Fast Fintech Ltd and/or our Advertisers reserves all of its proprietary rights in the Licensed Materials.


6.2) This license shall terminate upon expiration or termination of the Contract. Upon termination of the Contract for whatever reason, Publisher shall immediately destroy and delete all Licensed Materials and certify to Fast Fintech Ltd that Publisher has done so.

7) Term and Termination

7.1) Either party may terminate the agreement with a 72 hour written notice period.


7.2)Fast Fintech Ltd shall have the right to terminate the Contract at any time by written notice to Publisher:


A) If Publisher or any of its agents or employees engages in any conduct prejudicial to the business of Fast Fintech Ltd and/or any of the Advertisers Websites, or in the event that a conflict or potential conflict of interest arises in respect of the parties or in relation to the subject matter of the Contract; or


B) If any representation or warranty made or deemed to be made or repeated by Publisher in or pursuant to the Contract is or proves to have been untrue or incorrect in any material respect when made or when deemed to be repeated with reference to the facts and circumstances existing at such time.

8) Representations and Warranties 

8.1) Fast Fintech Ltd and its Advertisers makes no express or implied warranties or representations whatsoever to Publisher with respect to the Program, the Fast Fintech Ltd and/or Advertisers Websites, the amount of Commission that may be received or any of the Advertiser Products. Fast Fintech Ltd will not be liable for the consequences of any interruptions or errors in respect of the Advertisers Site.


8.2) Publisher hereby represents and warrants to Fast Fintech Ltd and/or its Advertisers that that it has the right and power to grant license to use their Affiliate Trade Marks in the manner contemplated, and such grant does not and will not:


A) Breach, conflict with, or constitute a default under any agreement or other instrument applicable to Publisher or binding upon Publisher’s assets or properties, or 


B) Infringe upon any trade mark, trade name, service mark, copyright, or other proprietary right of any other person or entity.

8.3) Subject to any greater restrictions in the Contract Schedule:

A) Publisher may promote Fast Fintech Ltd and/or its Advertisers websites and products by banner advertisements, button links and/or text links (collectively hereafter the "Links"), and contextual links for popup advertisements and email that is compliant with all applicable laws, including but without limitation, the Applicable Regulations.    Subject to the prior written and continuing approval of Fast Fintech Ltd, promotional Links may contain the trade names, service marks, banners, buttons, and/or logos provided by Fast Fintech Ltd for display on the websites used by Publisher. Use of creative material that is not approved by Fast Fintech Ltd will disqualify any resulting events from being deemed and Action hereunder. 


8.4) Publisher represents and warrants that Publisher shall:

A) Be aware of and comply with all applicable laws and regulations at all times;


B) Not, directly or indirectly, link or otherwise associate the Fast Fintech Ltd and/or Advertisers website or products with any adware onto a user’s computer unless such user specifically approves and/or acknowledges the installation of such material;

C) Not, position the Fast Fintech Ltd and or Advertisers website or products with any job posting site, incentivised consumer path, or using stolen consumer information;


D) Make marketing changes on non compliant marketing messages or advertisements within 48 hours of receiving the request from Fast Fintech Ltd; and


E) Not market the Fast Fintech Ltd and/or Advertiser website or products in a non compliant way as specified elsewhere in this agreement.

9) Confidentiality 


A) All information (including, without limitation, the terms of the Contract business and financial information, customer and publisher lists and pricing and sales information), disclosed by either of the parties (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to the Contract shall be confidential (“Confidential Information”). 


B) The Receiving Party shall maintain the confidentiality of all such information and shall not, without the prior written consent of the Disclosing Party (i) utilise the same, directly or indirectly, for its own business purposes or for any other purpose or (ii) disclose the same to any third party. This clause does not apply to any information in the public domain or which is required to be disclosed pursuant to an order issued by a court of competent jurisdiction or applicable law or regulation or which is disclosed by the Receiving Party to its professional advisors on a confidential basis.

10) Limitation of Liability 

10.1) Notwithstanding anything to the contrary, nothing in this agreement excludes or limits Fast Fintech Ltd and/or is Advertisers liability for personal injury or death caused by Fast Fintech Ltd’s and/or its Advertisers negligence or for fraud. Fast Fintech Ltd and/or its Advertisers will not be liable for any indirect, special, or consequential damages, or any loss of revenue, profits, business or data, arising out of or in connection with the Contract or the Program, even if Fast Fintech Ltd and/or its Advertisers have been advised of the possibility of such damages. In no event will Fast Fintech Ltd and/or its Advertisers aggregate liability arising out of or in connection with the Contract and the Program exceed the total Commission paid to Publisher in the twelve-month period immediately preceding any claim in that respect. 

11) Indemnity


11.1) Publisher hereby agrees and undertakes to indemnify and hold harmless Fast Fintech Ltd and/or Advertisers associated companies and Affiliates and partners, and their respective directors and employees, against any and all claims, actions, demands, liabilities, losses, damages, judgements, settlements, costs and expenses (including legal fees and costs) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses arise out of or are based on: (i) the operation, maintenance and contents of Publisher’s Site; (ii) any claim that the Fast Fintech Ltd and or its Advertisers use of the Affiliate Trade Marks infringes on any trade mark, trade name, service mark, copyright, licence, intellectual property, or other proprietary right of any third party; (iii) any misrepresentation by Publisher or a representation or warranty or breach of a covenant or agreement made by Publisher; or (iv) any claim related to Publisher’s Site, including, without limitation, content therein not attributable to Fast Fintech Ltd and/or its Advertisers.

12) General


12.1) Nothing in the Contract shall create or be deemed to create a partnership or the relationship of employer and employee or principal or franchise and agent between the parties.


12.2) Publisher shall not be entitled to assign these Conditions nor all or any of its rights and obligations hereunder without the prior written consent of Fast Fintech Ltd.


12.3) If any provision of the Contract shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of the Contract which shall remain in full force and effect.


12.4) A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract but this does not affect any right or remedy of any third party which exists or is available apart from that Act.


12.5) Fast Fintech Ltd may modify any of the Conditions and provisions of the Contract at any time in its sole discretion by notifying Publisher thereof. If any modification is unacceptable to Publisher, its only recourse is to terminate the Contract. Publisher’s continued participation in the Program following Fast Fintech Ltd’s notice to Publisher of a modification to the Contract will constitute its agreement with and acceptance of such modification. 


12.6) The Contract will be governed by the laws of England and the parties submit to the jurisdiction of the English Courts.

13) Definitions and Interpretation

In these terms and conditions the following words and phrases shall have the following meanings unless the context otherwise requires:

“Advertiser(s)” means the product/ service provider who is in partnership with Fast Fintech Ltd to track and acquire new customers via promotional content on the Publishers site.

“Action(s)” means a customer’s acceptance of an offer and initiation of a transaction with an Advertiser product/service as determined by Fast Fintech Ltd;

“Affiliate(s)” means all Publishers of the Program from time to time;


“Applicable Regulations” means the Unfair Contract Terms Act 1977, the Consumer Credit Act 2006, UK GDPR, the Data Protection Act 2018, the Consumer Rights Act 2015, the Consumer Protection from Unfair Trading Practices Regulations 2008, the Consumer Credit (Advertisements) Regulations 2010, and the Privacy & Electronic Communications (EC Directive) Regulations 2003, the Electronic Commerce (EC Directive) Regulations 2002, the Office of Fair Trading’s Debt management (and credit repair services) guidance and UK Code of Non-broadcast Advertising, Sales Promotion and Direct Marketing (CAP Code) or any similar statute, law, code or regulation of any country, province or jurisdiction worldwide effective as of the date of this Agreement or enacted during the term of this Agreement;


 “Commission” means the net commission (minus invalid actions payable by Fast Fintech Ltd to Publisher in accordance with the Contract;

“Links” means the graphic and/or landing page links provided by Fast Fintech Ltd on behalf of the Advertiser for Publisher to promote their services from time to time pursuant to the Contract; 

“Protected Relationships” of Fast Fintech Ltd are the clients, suppliers and vendors of Fast Fintech Ltd involved with the marketing or provisioning of the Advertisers products and services, excluding those that Publisher has a documentable preexisting relationship as of the date of this Agreement where Publisher may engage them to provide promotion or marketing of products or services that are the same as or are similar to those offered by Fast Fintech Ltd; and

“Fast Fintech Ltd Products” means any product or service that is available for purchase through the Fast Fintech Ltd platform.