Affiliate Agreement

1. INTRODUCTION

1.1 This Affiliate Partnership Agreement (hereinafter referred to as the "Agreement") is entered into by and between Sterling Consortium Ltd (hereinafter referred to as "SterlingFX"), registered in the United Kingdom with Company No. 05850613, and having its registered office at 50 Harrowby Street, London W1H 5EE. SterlingFX is authorised and regulated by the Financial Conduct Authority as an Authorised Payments Institution (API Firm reference number 987941) and is governed by HM Revenue and Customs as a Money Service Business (MSB registration no. 12120971). SterlingFX and the Affiliate may sometimes be referred to herein as the "Parties."

1.2 SterlingFX provides international payment services, travel money services (note: the provision of travel money is not regulated by the FCA), and related financial products to UK-based customers and companies, with plans to expand to international companies. The Affiliate will promote SterlingFX's services in accordance with this Agreement.

1.3 This Agreement governs the contractual relationship between the Affiliate and SterlingFX, by which the Affiliate can, subject to the present terms and conditions, be remunerated for introducing Qualified Clients to SterlingFX by promoting SterlingFX's products and services (hereinafter referred to as the "Services").

1.4 The Affiliate, if required under any applicable laws and regulations, is solely responsible to ensure that he/she is registered as an Affiliate or does any other things which authorize the Affiliate to provide the Services.

1.5 Where the Affiliate requires a licence, permission, consent, or other authorization to provide the Services in any jurisdiction, it must at all times obtain and maintain the relevant licence, permission, consent, or authorization in the applicable jurisdiction to provide the Services.

1.6 This Agreement does not constitute an authorization by SterlingFX for the Affiliate to provide financial services under SterlingFX's Licence(s).

2. INTERPRETATION OF TERMS

2.1 For the purposes of this Agreement, the following terms shall be interpreted as follows:

Active Client : Any Client who has been a Qualified Client as per the provisions of this Agreement and as per Appendix A.

Account(s) : Any account opened with SterlingFX for the purpose of using its services.

Affiliate : Whether an individual or a company, acting in the course of business and engaged in advertising and marketing activities (promotion of SterlingFX brand online, use of SterlingFX websites as a portal for displaying promotional and advertising content, hosting of marketing material, and direction of web traffic to the SterlingFX websites) who may, at any time under the terms of this Agreement, introduce Prospective Clients to SterlingFX for international payment services or travel money services.

Affiliate Portal : The secure account interface area on the SterlingFX website where Affiliates can log in to view their data, access Affiliate links, view statistics, update their payment profile, and access promotional tools.

Affiliate Partner Link : The unique link and/or personalized ID used to identify Affiliate activities and introduced Qualified Clients.

Agreement/Contract : This Affiliate Program Agreement, including any addendums or appendices.

Business Day : A day on which banks are open for business in London, excluding Saturdays, Sundays, and legal holidays.

Client : Any person, whether an individual or a company, who has been or is being referred by the Affiliate to SterlingFX and with whom SterlingFX enters into a Client Agreement.

Compensation : As defined in clause 7 and the compensation, charges, and other rates applicable to this Agreement, as determined and expressed within Appendix A.

Cookie Policy : Our website, uses cookies to track customers who visit our website from Your hyperlink.

CPA : The fixed cost per acquisition available to an Affiliate per Qualified Client, subject to fulfilment of the KPIs during the Qualifying Period.

Electronic Message : Email, SMS, fax, or any other electronic means of communication.

Force Majeure Event : As defined in clause 15.

Fraud Traffic : Any traffic generated through illegal means or in bad faith to defraud SterlingFX, including but not limited to spam, false advertising, deposits generated by stolen credit cards, credit card fraud, chargebacks, collusion, manipulation of the service, system, bonuses, or promotions, and any unauthorized use of third-party accounts, copyrights, or trademarks.

SterlingFX or Company : Sterling Consortium Limited, registered in the UK under company number 12071654.

SterlingFX Website : www.sterlingfx.co.uk.

SterlingFX Products and Services : All products and services offered by SterlingFX, including international payment services, travel money services, and any other assets stated on SterlingFX's websites.

Intellectual Property Rights : Patents, rights on inventions, copyrights, trademarks, trade names, domain names, website content, rights in design, computer software, database rights, and other similar or equivalent rights, whether registered or not.

KPIs : Key Performance Indicators based on the volume of transactions or services used by a Qualified Client, as determined by each level within Appendix A.

Level : The category of CPA compensation based on the number of Active Clients.

Licence : Any licence, permission, consent, or other authorization held by SterlingFX to provide its products and services.

Links : Any hypertext links (either a banner or text link) obtained from the "My Banners" & "Referral Links" sections available within the Affiliate Portal that provide further access to SterlingFX's webpage used to identify Affiliate activities, including Active Clients introduced by the Affiliate.

Non-Qualified Client : Any Client who is not a Qualified Client.

Operative Agreements : The agreements entered into by the Client and SterlingFX that govern all transactions and services provided by SterlingFX.

Promotional Material : Promotional, advertising, communication, and educational materials that relate to SterlingFX, its products and services, or the introduction of a Prospective Client or a transaction in an existing Client's account, provided to the Affiliate for the purpose of this Agreement or made by the Affiliate with the prior written consent of SterlingFX.

Prospective Client : Any person, whether an individual or a company, who has been or is being referred by the Affiliate to SterlingFX.

Qualified Client : Any Client who meets the KPIs as per Appendix A during the Qualifying Period.

Qualifying Period : Twelve calendar months from when a Client was referred to SterlingFX by the Affiliate.

Transaction : Any contract or transaction entered into or executed by the Client or on behalf of the Client arising under the Operative Agreements.

USD : US dollars.

Written Notice : As defined in clause 8.

3. COMMENCEMENT & DESCRIPTION OF SERVICE

3.1 This Agreement commences from the date the Affiliate's application is accepted, and the Affiliate is granted access to the Affiliate Portal. It continues unless terminated in accordance with this Agreement.

3.2 Description of the Service: We are responsible for the provision of an online travel currency ordering service and international payments to your customers via a website hosted by Us. Commission will be paid to you on each of your referrals that complete a currency transaction through the site.

3.3 Our Obligations: We will provide a dedicated web based ordering system and telephone brokerage for use by Your customers. International payments and home delivery foreign exchange service will be provided to Your customers. Access to this service shall be via a link from Your website and is subject to Our standard terms and conditions as set out on our website. These may be varied from time to time. We will take full liability for the proper authorisation of all credit and debit cards used directly by customers placing orders and, for the avoidance of doubt, We will reject any transactions not meeting Our on-line security checks as amended from time to time. We will agree with You the format and appearance of the website. We will indemnify You against all direct costs, direct losses and direct expenses suffered or incurred by You as a result of any failure by Us to perform its obligations hereunder (otherwise than as a result of an event of Force Majeure).

3.4 Your Obligations: In consideration for the provision of the Service by Us, You acknowledge and agree that You will, at Your own cost, undertake marketing activity to Your customers, promoting the Service, including positioning web links at appropriately high profile positions within Your website as agreed by Us. In performing this obligation You shall ensure that all marketing and promotional material relating to the Service complies with all applicable laws and regulations (including applicable codes of practice, decisions, guidelines and rulings) and does not infringe any intellectual property rights belonging to a third party. You will obtain Our prior written approval before using any marketing or promotional material relating to the Service

4. AFFILIATE'S PARTICIPATION CONDITIONS

4.1 In requesting the Services, You undertake that You will abide by these Terms and Conditions.

4.2 In order for an Affiliate to be considered by SterlingFX for participation in the Affiliate Program, the Affiliate must:

a) Complete and submit the online application/questionnaire at www.sterlingfx.co.uk/partnership and read and accept this Agreement online.

b) Provide proof of identity documentation(s) such as a government-issued ID (e.g., passport, national identity card, or driver's license) and proof of residential address prior to being accepted as an Affiliate. If the Affiliate is a company or legal entity, it must provide:

i. Copy of Certificate of Incorporation;

ii. Certificate of good standing or other proof of registered address of the company;

iii. Proof of identity and proof of address of directors;

iv. Proof of identity and proof of address of other authorized representatives;

v. Proof of identity and proof of address of all ultimate beneficial owners/shareholders (25% or more); and

vi. Any other document or information required by SterlingFX.

4.2 The Affiliate represents that they have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform their obligations under this Agreement without the approval or consent of any other party.

4.3 The Affiliate represents and warrants that they are qualified under any applicable law, regulation, or directive to provide the Services or offer SterlingFX Products and Services and that all actions performed by the Affiliate will comply with applicable laws, regulations, and directives.

4.4 SterlingFX will assess the Affiliate's application in good faith and notify the Affiliate of acceptance or rejection in a timely manner. If the Affiliate's application is rejected, the Affiliate may reapply once the issues leading to rejection have been rectified.

4.5 Once the Affiliate's application is accepted, the Affiliate will be granted access to the secure Affiliate Portal, where they can access information regarding their performance and commissions.

5. INTELLECTUAL PROPERTY

5.1 Nothing in this Agreement shall operate to transfer any trade mark, service mark, logo or other intellectual property belonging to You or Us to the other. Neither You nor We may use or reproduce in any manner or in any form any intellectual property belonging to the other party without the prior written consent of that party. If any such consent is given, it may be withdrawn at any time by giving written notice, in which case the party receiving the notice shall immediately (or as soon as possible) cease use of any items incorporating the intellectual property

6. MONITORING, ATTESTATIONS, AND AUDIT

6.1 SterlingFX reserves the right to regularly monitor the Affiliate's activities to ensure compliance with this Agreement and any applicable laws, regulations, and directives. SterlingFX may request access to any websites, blogs, social media accounts, or any other information, data, or accounts in connection with this Agreement. The Affiliate will provide all necessary information and access within 48 hours of the request.

6.2 SterlingFX may direct the Affiliate to obtain and provide a report, prepared by a suitably qualified person, regarding the Affiliate's compliance with this Agreement or any applicable laws, regulations, and directives. The costs associated with the preparation of such a report will be borne solely by the Affiliate.

6.3 Prior to the payment of any Compensation under clause 7, SterlingFX may require the Affiliate to provide a signed attestation regarding the Affiliate's compliance with the Agreement and any applicable laws, regulations, and directives.

6.4 Our cookie policy; Your preference is for short time tracking and we shall set the cookie for up to 48 hours. We then use said cookies to track your sale conversions

7. COMPENSATION

7.1 The Affiliate's compensation is calculated and paid subject to the terms in Appendix A, which may be amended from time to time at SterlingFX's sole discretion by giving at least 7 Business Days prior Written Notice. The Affiliate may terminate this Agreement if they do not agree to the changes in calculating compensation.

7.2 In addition to amounts payable in accordance with clauses 7.1, SterlingFX may pay the Affiliate a monthly compensation if the Affiliate meets the conditions in Appendix A.

7.3 Compensation will be paid monthly in arrears, subject to compliance by the Affiliate with the terms of this Agreement.

7.4 Compensation will be paid within 15 days of the end of each calendar month, via BACS transfer, provided that the Affiliate's commission balance is over £100. If the commission balance is less than £100 for a given month, the balance will be carried over and added to the commission entitlement for the following month. SterlingFX reserves the right to void the Affiliate's commission entitlement and/or terminate this Agreement if the carried-over commission balance fails to reach £100 within 6 consecutive calendar months.

7.5 SterlingFX will pay commissions to the Affiliate into the account registered by the Affiliate in the Affiliate Portal. The Affiliate must provide sufficient evidence to verify that the bank account or destination account is held under the Affiliate's name.

7.6 You agree to regularly check commission reports to ensure that the commission shown is correct. Should there be any errors, You agree to notify Us promptly, We accept no responsibility for any errors or omissions and their consequential implications which are not notified to us in writing within a 4 week period of releasing the commission report.

7.7 If at any point an order has been found to be fraudulent, or if an order has been refunded, cancelled or otherwise reversed, we reserve the right to withhold any commission fees that are due from the referred client

8. WRITTEN NOTICE

8.1 Unless the contrary is specifically provided in this Agreement, any Written Notice under this Agreement may be made or given by email or published on the SterlingFX website or within the Affiliate Portal.

8.2 The Affiliate warrants that all contact information disclosed to SterlingFX is true, correct, and accurate. Any attempt by SterlingFX to contact the Affiliate unsuccessfully due to incorrect communication information may result in the immediate suspension or termination of the Agreement.

8.3 Any Written Notice is deemed to have been served:

a) If sent by email, within one hour after emailing it; or

b) If published on the SterlingFX website or within the Affiliate Portal, within one hour after it has been posted.

9. AMENDMENT AND TERMINATION

9.1 SterlingFX has the unilateral right to modify the terms of this Agreement, including any Addendum or Appendices, by giving the Affiliate at least 3 Business Days Written Notice.

9.2 The Affiliate may terminate this Agreement with immediate effect by giving Written Notice to SterlingFX.

9.3 SterlingFX may terminate this Agreement with immediate effect by giving Written Notice to the Affiliate.

9.4 Upon termination of the Agreement, the Affiliate is obliged to return any Promotional Material to SterlingFX and withdraw such Promotional Material.

9.5 Termination of this Agreement will cancel any accrued commission benefits with immediate effect. However, termination will not affect any existing legal rights and obligations under this Agreement that have arisen prior to termination.

10. LIMITATIONS OF LIABILITY AND INDEMNITY

10.1 To the extent permitted by law, SterlingFX will not be liable to the Affiliate for any indirect, incidental, consequential, special, general, or exemplary damages (including without limitation, loss of revenue, goodwill, anticipated profits, or lost business) even if SterlingFX has been advised of the possibility of such damages.

10.2 SterlingFX makes no express or implied representations or warranties regarding its services or website, and any implied warranties of merchantability, fitness for a particular purpose, and non-infringement are expressly disclaimed.

10.3 The Affiliate agrees to indemnify and hold harmless SterlingFX, its subsidiaries, directors, officers, employees, agents, and shareholders against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses arising out of the breach of this Agreement or any misrepresentation by the Affiliate.

11. PERSONAL DATA AND RECORDING OF TELEPHONE CALLS

11.1 SterlingFX may process, use, store, or otherwise process personal information provided by the Affiliate.

11.2 By entering into this Agreement, the Affiliate consents to the transmittal and processing of their personal data within and outside the European Economic Area.

11.3 SterlingFX may use the Affiliate's personal data for marketing purposes or to conduct research. If the Affiliate does not wish their personal data to be used for such purposes, they must give SterlingFX Written Notice.

11.4 Telephone conversations and electronic communications between the Affiliate and SterlingFX may be recorded and monitored. The Affiliate consents to such recording and monitoring.

12. CONFIDENTIALITY

12.1 All confidential information disclosed by SterlingFX to the Affiliate during the negotiation or term of this Agreement shall remain the sole property of SterlingFX. The Affiliate agrees to treat such information as confidential and not disclose it to any third party without SterlingFX's prior written consent.

13. PROPRIETARY RIGHTS

13.1 SterlingFX grants the Affiliate a non-exclusive, non-transferable, revocable right to access the SterlingFX website through the Affiliate Partner Link solely in accordance with the terms of this Agreement.

13.2 The Affiliate shall not use any SterlingFX Promotional Materials or proprietary materials in any manner that is disparaging, misleading, obscene, or detrimental to SterlingFX.

13.3 SterlingFX reserves all rights in the materials provided and all other proprietary rights.

14. FORCE MAJEURE

14.1 SterlingFX shall not be liable for the non-performance or improper performance of its obligations under this Agreement if prevented from doing so due to a Force Majeure Event, including but not limited to government actions, war, natural disasters, labour disputes, or other events beyond SterlingFX's reasonable control.

15. DISPUTE RESOLUTION

15.1 The parties agree to use good faith efforts to resolve any disputes arising under this Agreement. If a dispute cannot be resolved within 5 Business Days, either party may refer the dispute to appropriate senior members of staff for resolution.

16. MISCELLANEOUS

16.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or arrangements, whether written or oral.

16.2 This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom.

16.3 The courts of the United Kingdom shall have exclusive jurisdiction to determine any proceedings arising out of or in connection with this Agreement.

17. DISCLAIMER

17.1 We make no representation that the operation and availability of our website and services will be uninterrupted or error-free, and we will not be liable for interruptions or errors. We shall not be held liable for any failure of service that is caused by any circumstance outside of our control. These Terms and Conditions may be subject to change without notice.