Referral Terms & Conditions

Last updated on 7 April, 2025

Pay Set Limited (“us” or “we” or “our” or “Pay Set”) is an authorised electronic money institution FCA reference number 900920, incorporated under the laws of England and Wales, with registered office at 5 Fleet Place, London, United Kingdom, EC4M 7RD.     

 You, proactively and at your own explicit initiative, approached us with an offer to introduce to us, from time to time, potential Clients for our Services (all such terms as defined below), and we agree to obtain from you, at our own sole and absolute discretion, without any commitment to onboard such potential Clients, such referral services pursuant to the terms and conditions contained herein.               

PLEASE READ THESE REFERRAL TERMS & CONDITIONS SET OUT HEREIN (THIS “AGREEMENT”) CAREFULLY BEFORE ACCEPTING THEM AND ENGAGING WITH US IN THESE REFERRAL ARRANGEMENT. YOU AGREE THAT ANY REFERRAL OF CLIENTS TO US BY YOU SHALL CONSTITUTE YOUR ACCEPTANCE OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OUTLINED IN THIS AGREEMENT, PLEASE DO NOT REFER ANY CLIENTS TO PAY SET

1. INTERPRETATION

The following terms when used in this Agreement or any document referred to herein shall have the following meaning:

“Client(s)” shall mean an individual or entity introduced/referred to us by you during the Term (as defined below), which was not previously, within the 12 (twelve) month period prior to the introduction/referral by you of such potential Client to us, a client of Pay Set (as shall be demonstrated by us by tangible evidence), and with which we have entered into a commercial engagement of any kind for the Services. In such event, we shall inform you accordingly by a written notice, forthwith upon such introduction/referral or immediately thereafter, and subject to such notification by us, you will not be eligible for any fee regarding such Client.

“Confidential Information” shall mean any and all information relating to any party hereto, you or to us (the “Disclosing Party”), its proprietary technology or business, made available to the other party (the “Receiving Party”), as well as any information which is identified as being confidential at the time of disclosure or would be regarded as confidential by a reasonable business person, and shall include without limitation this Agreement as well as research, product plans, products, services, pricing, software, developments, ideas, inventions, processes, engineering, technical data, know-how, hardware configuration information, marketing or financial data, formulas, concepts, tests, drawings, specifications, applications, designs and trade secrets, clients, client information, business plans, processes, suppliers, sales, customers, business operations, financial situation, and any notes, memoranda, summaries, analyses, compilations or any other writings relating thereto prepared by the Disclosing Party or with respect to the Disclosing Party or on the Disclosing Party’s behalf (including, but not limited to, disclosure made in writing, orally or in the form of samples, models, computer programs or otherwise).

Confidential Information shall not include information which: (a) is in the public domain other than by reason of a breach of a confidentiality undertaking towards the Disclosing Party; (b) was known to Receiving Party prior to its disclosure hereunder; (c) is authorised by the Disclosing Party in writing and in advance for disclosure; (d) has been legally obtained by Receiving Party from a third party who is not subject to a duty of confidentiality with respect to the information; or (e) was independently developed by the Receiving Party as demonstrated by reasonable and tangible evidence. Receiving Party shall have the burden of proof of establishing these exceptions.

“Data Protection Laws” all laws and regulations applicable to and binding on the processing of personal data by a party, including, as applicable, the General Data Protection Regulation ((EU) 2016/679) (GDPR), the GDPR as it forms part of UK law by virtue of Section 3 of the European Union (Withdrawal) Act 2018 (UK GDPR) and the Data Protection Act 2018 and all other data protection laws as applicable.

“Data Subject” shall mean an individual who is the subject of Personal Data, including directors, shareholders, UBOs, employees and any representative of a potential Client.

“Personal Data” shall mean any element of the Confidential Information which constitutes personal data, as such term is defined in the GDPR, including without limitation information that identifies or may identify a Data Subject, including full name, e-mail address, phone number, address, gender, date of birth, contact details, location and any additional personal information, such as identification number, a copy of an identification card (e.g. ID card, driving license and/or passport), various business and financial information, copies of utility bills, etc., and any other proof of identity, all as may be required by any applicable laws and regulations at any given time.

“Net Revenue” shall mean the total amount received by Pay Set from Clients solely as setup fees and fees for incoming and outgoing transfers, less (i) any value added tax or other sales tax on them, (ii) any customary costs and reasonable out of pocket expenses incurred by Pay Set in providing the Services to Clients, and (iii) any discounts, rebates or refunds granted by Pay Set thereto. For the avoidance of doubt, Net Revenue shall not include any other fees or amounts paid by Clients to Pay Set, including without limitation currency exchange fees and monthly fees.

“Services” shall mean services and transactions as shall be offered from time to time by us to clients/merchants.

2. APPOINTMENT

2.1 We hereby agree to consider introductions made to us, from time to time, by you acting on behalf of your clients, of potential Clients for the Services.

2.2 You acknowledge that you will not act on behalf of Pay Set and shall not have any authority whatsoever to bind it to any contract, representation, understanding, act or deed concerning Pay Set, the Services to be performed, or any other service or product offered by it. You shall make no warranties concerning our Services or business to any other third party. You (and your employees, agents or any other representative, if applicable) shall, at all times, be deemed to be an independent contractor and this Agreement does not create a partnership, joint venture, agency, employment relationship or any other relationship. You must notify or take steps to procure that any contract or other agreement entered into by you with each Client provides (or in the absence of any written contract or agreement – that the Client is informed in writing) that: (i) you are not an agent of Pay Set, (ii) you do not act on Pay Set’s behalf, (iii) you do not have any authority to bind Pay Set, and (iv) the client relationship is established on the Client’s initiative.

2.3 It is hereby agreed that the services provided by you hereunder shall be provided/received on a non-exclusive basis, i.e., each party hereto may engage with other individuals or entities for the provision/receipt of similar services. It is specifically acknowledged by us that you are tailoring different solutions for your clients, based on their needs and preferences, and may be regularly referring your clients to other companies offering competing services to those we are offering.

2.4 This Agreement shall not constitute or imply any obligation on us to make, enter, consummate and maintain any business relationship or transaction of any type with any Client, and each such decision shall be made by us, at our sole and absolute discretion. Without derogating from the above, we may stop providing Services to any Client (e.g., by way of termination of the client agreement or suspension thereof), immediately, at our own full and sole discretion.

2.5 You shall not have the right to include a reference to Pay Set (and its logo, where applicable) on your websites and marketing literature and may not issue press releases regarding our use of your services, unless we provide a prior written consent.

3. COMPENSATION

3.1 For every Client, we shall pay you a referral fee in connection to the Net Revenue generated and collected by Pay Set from such Client, all as shall be agreed upon in a separate fee schedule (the “Referral Fee”).

3.2 You acknowledge that the Referral Fee shall be the sole and only compensation you shall receive in connection with this Agreement, and Pay Set shall not be required to pay you any additional compensation. 

3.3 The Referral Fee will be paid by Pay Set to you as relevant commissions and fees from a Client are actually collected for a period of 12 (twelve) months commencing on the date on which the Client has opened an account with Pay Set (the “Compensation Period”), notwithstanding any termination of this Agreement.

3.4 The Referral Fee will be due and payable, on a monthly basis, no later than on the 15^th day of each month, for commissions and fees generated and collected during the preceding calendar month.

3.5 Pay Set shall make available to you, on an on-going monthly basis (together with the payment of the Referral Fee for such month), a formal and official report containing all details required to establish the Referral Fee to which you are entitled, including without limitation the calculation of the Net Revenue.

3.6 You shall indemnify and keep us harmless against any claims or proceedings of tax or regulatory authorities arising from this Agreement, including all related expenses and losses.       

4. TERM AND TERMINATION

4.1 You and Pay Set hereby acknowledge and agree that the term of this Agreement shall commence on the date in which this Agreement is confirmed by you (the “Effective Date”) and remain in force for until terminated in accordance with this Agreement (the “Term”).

4.2 At any time, either party may terminate this Agreement upon providing the other 30 (thirty) days prior written notice of such termination, unless termination is initiated by a party hereto due to the other party’s breach of this Agreement, in such case termination shall have immediate effect as of the date of the notice with respect thereto.

4.3 For the avoidance of doubt, nothing in this Clause ‎4 shall derogate from your eligibility for the Referral Fee during the Compensation Period with respect to any Client, if introduction between Pay Set and such Client took place during the Term; provided, however, that in the event that this Agreement has been terminated at Pay Set’s initiative due to your breach of this Agreement, you shall not be entitled to any additional compensation following the termination of this Agreement. 

5. CONFIDENTIALITY

Each party hereto undertakes that it will not at any time disclose or use any Confidential Information disclosed to it by the other party or concerning this Agreement, except: (i) to the extent required by you to perform the services hereunder; (ii) to the extent required by applicable law or a competent authority; provided, however, that prior to any such disclosure, the Receiving Party shall (a) assert the confidential nature of the Confidential Information to the entity requesting such disclosure; (b) to the extent permitted by law, immediately notify the Disclosing Party in writing of the order or request to disclose; (c) furnish only that portion of Confidential Information that is legally required and exercise all reasonable efforts to obtain reliable, written assurances that confidential treatment will be accorded Confidential Information; and (d) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality, and; (iii) to its employees or agents, subject to a duty of confidentiality, and only to the extent necessary for the purpose hereunder and on a need-to-know basis, and (iv) to the extent that at the date hereof or hereafter such information is public knowledge, other than by reason of a breach of a confidentiality undertaking towards the disclosing party.  

6. NON-SOLICITATION

During the Term and for a period of 12 (twelve) months following the expiration or termination of this Agreement, you shall not, directly or indirectly, solely or jointly with or on behalf of any other person, solicit or entice away, or attempt to solicit or entice away any partner, employee, officer, agent, consultant or subcontractor of Pay Set who/which was directly or indirectly involved in this Agreement or directly or indirectly dealt with the engagement or relationship with a potential Client, whether or not it would result in such person committing a breach of his/her/its contract of employment or other similar contract.             

7. DATA PROTECTION

7.1 Each party hereto shall:

(a) to the extent processing any Personal Data on behalf of the other party, and acting as a processor, comply with the provisions of, and obligations imposed on a processor by, the Data Protection Laws, including the stipulations set out in Article 28(3)(a)-(h) of GDPR which form a part of, and are incorporated into, this Agreement as if they were set out in full, and the reference to “documented instructions” in Article 28(3)(a) of GDPR shall include the provisions of this Agreement;

(b)to the extent acting as a controller with respect to the Personal Data which it processes in connection with this Agreement, comply with the provisions of, and obligations imposed on a controller by, the Data Protection Laws;

(c) not disclose any Personal Data to any Data Subject or to a third party other than at the written request of the other party or as expressly provided for in this Agreement;

(d) not do, cause or permit to be done, anything which may result in a breach by the other party of the Data Protection Laws.

7.2 Without derogating from Clause 7.1, you shall adhere, and by signing this Agreement you concur, to the following provisions:

(a)In the framework of this Agreement, you will be transferring information on potential Clients to Pay Set, including Personal Data on Data Subjects, to be processed by Pay Set. The sole purpose of the data processing is the evaluation of Clients’ profile for onboarding purposes in order to render the Services, according to the laws of the United Kingdom and internal policies and procedures of Pay Set;

(b) You undertake that you obtained the consent of the potential Client that Personal Data of the Data Subjects would be shared with our suppliers, partner bank(s) and relevant authorities, when necessary. You confirm that the Data Subjects have been duly informed that we may transfer Personal Data outside of the EEA;

(c) In addition, in order to fulfil our legal obligations to prevent fraud and money laundering and for risk assessment purposes, we may obtain Personal Data about a Data Subject, for instance financial and criminal history information, from our trusted service providers when it is necessary to prevent fraud, to minimize financial risks or to prevent other risks;

(d) By registering to the program, you represent and undertake that:

(I) You obtained the full permissions and consents for all transfers, processing and storing of Personal Data pertaining to the Data Subjects, in order for us to examine the Client’s eligibility for the engagement with us in accordance with our Privacy Policy which applies mutatis mutandis to Data Subjects and governs the processing of any Personal Data provided thereon;

(ii) You shall have all the Data Subjects sign a privacy notice in a form substantially similar to this Clause ‎7 mutatis mutandis which shall include consent to Pay Set’s Processing of their Personal Data to the extent necessary to enable us to comply with our obligations, pursue our legitimate interests, exercise our rights under this Agreement, and to comply with our statutory obligations, including collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destructionuse, and shall make specific reference to our Privacy Policy as part thereof for full disclosure of our policy which applies mutatis mutandis to Data Subjects and governs the processing of any Personal Data provided thereon;

(iii) All Personal Data you provide to Pay Set will be legally acquired, and any such use of Personal Data in accordance with the purposes set forth above shall not in any way violate any applicable law, including without limitation any applicable Data Protection Laws.         

8. MISCELLANEOUS

8.1 Entire Agreement. This Agreement represents the entire agreement between Pya Set and yourself with respect to its subject matter, and there are no other representations, understandings or agreements between us relating to such subject matter. For the avoidance of doubt, this Agreement supersedes any previous agreement between us with respect to its subject matter, and any such previous agreement shall be null and void as of the Effective Date.

8.2 Amendments; Waivers. This Agreement shall not be amended or altered without the prior written consent of Pay Set and yourself. No failure or delay by a party hereto to enforce or exercise any right or remedy under this Agreement or by law shall be deemed to be a waiver of that or any other right or remedy, nor shall it operate so as to bar the enforcement or exercise of that or any other right or remedy at any time subsequently. Any waiver of any breach of this Agreement shall not be deemed to be a waiver of any subsequent breach.

8.3 Severability. If any condition, term or covenant of this Agreement shall at any time be held to be void, invalid or unenforceable, such condition, covenant or term shall be construed as severable and such holding shall attach only to such condition, covenant or term and shall not in any way affect or render void, invalid or unenforceable any other condition, covenant or term of this Agreement, and this Agreement shall be carried out as if such void, invalid or unenforceable term were not embodied herein.

8.4 Law and Jurisdiction. This agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed in accordance with the laws of England and Wales, notwithstanding any conflicts of laws, doctrines or other jurisdictions to the contrary, and regardless of the place of its signing. Any dispute arising out of or in connection with this Agreement is hereby submitted to the sole and exclusive jurisdiction of the competent courts in London, England.

8.5 Assignment. You shall not be entitled to assign your rights and undertakings hereunder without our prior written approval. Cumulative Remedies. Save as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

8.6 Cumulative Remedies. Save as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

8.7 Exclusion of Third-Party Rights. Unless expressly provided in this Agreement, no term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.