Effective date: March 2014.
Please read these terms and conditions carefully, as they set out our and your legal rights and obligations in relation to our Programme. You will be deemed to have agreed to these terms and conditions upon referring any customers to Goldmoney through the Programme after publication of these terms of our Website.
This Agreement replaces all previous terms and conditions relating to the Referral Programme.
"Goldmoney", "us", "our", "we" means Goldmoney Wealth Limited, its subsidiaries, group companies, and www.Goldmoney.com;
"Programme" means the Goldmoney Referral Programme;
"Referral Code" means the unique identifying code provided to you by Goldmoney;
"Website" means Goldmoney's website at www.Goldmoney.com.
2 Obligations and Eligibility
2.1 To become a Goldmoney referrer:
(a) you must satisfactorily meet our assessment criteria, which will be determined at our sole discretion;
(b) you must be at least 18 years old;
(c) you must hold a verified Goldmoney Holding (as defined in Goldmoney's Client Acceptance Policy)and abide by the Goldmoney Client Agreement. Should you close your Holding or no longer be eligible for a Holding, you will no longer be eligible to participate in the Programme;
2.2 Your application and/or proposal to participate in the Programme will be reviewed at the time of making it and your continued participation in the Programme shall be subject to subsequent reviews from time to time, at our discretion.
2.3 You warrant that you and (where applicable) your website is suitable and will continue to remain suitable for our Programme. We may reject or cancel your application or terminate your participation in the Programme should we determine that you or your website is unsuitable or becomes unsuitable for our Programme. You agree that you and (where applicable) your website (or any other website you operate or control) will not:
2.3.1 Promote sexually explicit materials, violence, illegal activities, or discrimination based on, inter alia, race, sex, religion, nationality, disability, sexual orientation, or age;
2.3.2 Incorporate or utilise any materials which infringe or assist others to infringe on any copyright, trademark, or other intellectual property rights or to violate the law;
2.3.3 Include "Goldmoney" or variations or misspellings thereof in its domain name;
2.3.4 Be in any way unlawful, harmful, threatening, defamatory, obscene, harassing, abusive, or racially, ethnically or otherwise objectionable to us in our sole discretion;
2.3.5 Contain software downloads that potentially enable diversions of commission from other referrers in our Programme;
2.3.6 Promote any illegal activity, including, but not limited to warez, cracking, and hacking sites;
2.3.7 Be created or designed to explicitly or impliedly resemble our Website, or design your website in a manner which leads customers to believe you are Goldmoney or an affiliated business of Goldmoney.
2.4 The maintenance and the updating of your website will be your responsibility. We may monitor the content of your website as we feel necessary.
2.5 It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your website. You must have express permission to use any copyrighted material, whether it be a writing, an image, or any other copyrightable work. This includes, but is not limited to, any banners which may be offered by Goldmoney to you for your use on your website. We will not be responsible (and you will be solely responsible) if you use copyrighted material or other intellectual property in violation of the law or any third party rights.
2.6 It is your responsibility to ensure your own compliance with the laws and regulations of the jurisdiction in which you reside, including, but not limited to, any requirements relating to disclosure of commissions, data protection, and tax. You may not participate in the Programme where doing so would be prohibited by any applicable law or regulation.
2.7 You will ensure that any text or other content that you create in order to refer potential customers to Goldmoney, including any content on websites, blogs, or emails, accurately reflects the business of Goldmoney.
2.8 You will not infringe any copyright, trademark, service mark, or intellectual property rights when promoting Goldmoney to potential customers, which includes, but is not limited to, the use of images, words, marks, video, or written material in your promotional materials and campaigns.
2.9 You must inform potential customers that you will receive a commission if they open a Goldmoney Holding with your Referral Code and buy precious metals.
2.10 You are not eligible to receive any commission using your own Referral Code in respect of any Holding of which you are a named owner, regardless of whether it is an individual Holding or a Joint Holding. Abuse of the commission in this way will result in the immediate termination of this Agreement by Goldmoney.
3 Goldmoney Rights and Obligations
3.1 We have the right to monitor your website at any time to determine whether you are acting in accordance with this Agreement. We may notify you of any changes to your website that we deem should be made or to make sure that your links to our Website are appropriate and to notify you of any changes that should be made.
3.2 If you do not make the changes to your website that Goldmoney deems necessary, we reserve the right to immediately terminate your participation in the Programme.
3.3 Goldmoney reserves the right to terminate this Agreement and your participation in the Programme immediately and without notice to you should you commit fraud, misuse your membership, or abuse the Programme in any way. If any such fraud or abuse is detected, Goldmoney shall not be liable to you for any commissions for such referrals.
3.4 Your use of the Referral Code is subject always to the terms of this Agreement.
4.1 You may end this Agreement at any time, with or without cause, by providing written notice. Written notice can be in the form of letter, email, fax, or notification to your Relationship Manager through your Goldmoney Holding.
4.2 We may terminate this Agreement or cease the Programme at any time, with or without cause, by providing written notification to you through a notification on the Goldmoney website or to the email address listed on your Goldmoney Holding. In the event of termination of either this Agreement or a cessation of the Programme, commissions shall be paid for referred customers purchasing metal prior to the termination or cessation; however, no purchases post termination or cessation would enable you to claim a commission.
4.3 This Agreement will terminate immediately upon any breach of the terms of this Agreement by you.
5.1 We may vary any of the terms of this Agreement at any time at our sole discretion by publishing the terms on the Goldmoney website.
5.2 If you do not wish to be bound by any variation, you may terminate the Agreement in accordance with clause 4.1 above. Your continued participation in the Programme following our notification to you will indicate your deemed acceptance of the changes.
6 Payment and commissions
6.1 Subject to this Agreement, you may be eligible to receive a commission on precious metal purchases by customers that you refer to Goldmoney ("Referred Customer").
6.2 Subject to clause 6.5 below, when a potential Goldmoney customer clicks on your Referral Code hyperlink, a tracking code ("Cookie") with an expiry period of 30 days will be stored in his/her computer's browser. If he/she returns to the Goldmoney website and opens a Holding within this 30 day period, the Cookie will link the new Holding to your Referral Code.
6.3 No commissions will be paid when the Referred Customer sells metal back to Goldmoney nor will commissions be paid on the amount of metal stored with Goldmoney.
6.4 Commissions will only be paid when the Referred Customer has passed the requisite Goldmoney verification checks for their Holding, to be determined by Goldmoney in its sole discretion and has made a qualifying purchase of metal.
6.5 We accept no responsibility for the following circumstances where you will not be eligible to receive a commission:
6.5.1 Where a Referred Customer's computer browser settings do not allow for the storage of the Cookie.
6.5.2 Where a Referred Customer has clicked on another Goldmoney referrer's link in the preceding 30 days. You acknowledge that, when a Cookie linked to another member of the Programme is already present in the Referred Customer's computer web browser, you will not be eligible for any commissions generated by the Referred Customer.
6.5.3 Where a link containing an Referral Code or Cookie is faulty or does not work.
6.5.4 Where a Referred Customer does not open a Holding prior to the expiry of the Cookie.
6.5.5 Where the Referred Customer requests the deletion or modification of the Cookie by their browser prior to signing up for a Holding or where the Referred Customer specifies a different Referral Code during the sign-up process.
6.5.6 Where the Referred Customer does not use your Referral Code during the sign-up process.
6.6 For the avoidance of doubt, Goldmoney will not apply retrospective commissions where a Referred Customer has, for any reason, not specified your Referral Code during the sign-up process.
7 Promotion restrictions
7.1 Goldmoney has a strict no spam policy. You agree that, if you promote Goldmoney via email, you accept responsibility for ensuring that your mailing lists are up-to-date, "opt-in" only, and fully compliant with your local data protection legislation. You may use mailings to potential customers to promote Goldmoney so long as the recipient is already a customer or subscriber of your services or website.
7.2 Other prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups.
7.3 You may post to newsgroups to promote Goldmoney, so long as the newsgroup specifically welcomes commercial messages.
7.4 You may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address.
7.5 At all times, you must clearly represent yourself and your website(s) as independent from, and in no way affiliated with, Goldmoney.
7.6 If the emails that you send with your Referral Code are identified as spam, or you are using other prohibited forms of advertising, Goldmoney reserves the right to withhold payment of all commissions to you and to terminate your Holding.
7.7 Referrers who, among other keywords or exclusively bid in their Pay-Per-Click (PPC) campaigns or keywords such as Goldmoney.com, Goldmoney, www.Goldmoney, www.Goldmoney.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from the Programme. We reserve the right to expel any trademark violator from our Programme without prior notice and on the first occurrence of such PPC bidding behavior.
8 Grant of Licences
8.1 We grant to you a non-exclusive, non-transferable, revocable right to (i) access our Website through HTML links solely in accordance with this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying materials (collectively, the "Licenced Materials") that we provide to you or authorise for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Programme. You agree that all uses of the Licensed Materials will be on behalf of Goldmoney and the goodwill associated therewith will insure to the sole benefit of Goldmoney.
8.2 Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
9.1 Goldmoney makes no express or implied representations or warranties regarding the Goldmoney service and Website or the products or services provided therein, any implied warranties of Goldmoney's ability, fitness for a particular purpose, and non-infringement are expressly disclaimed and excluded.
9.2 We make no representation that the operation of our Website or HTML links will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions, errors, or failures.
10 Limitations of Liability
We will not be liable to you with respect to any subject matter of this Agreement under any contract, negligence, tort, or law, for any indirect, incidental, consequential, special or exemplary damages (including, without limitation, loss of revenue or goodwill or anticipated profits or lost business), even if we have been advised of the possibility of such damages. Further, notwithstanding anything to the contrary contained in this Agreement, in no event shall Goldmoney's cumulative liability to you arising out of or related to this Agreement, whether based in contract, negligence, strict liability, tort or other law, exceed the total commission fees paid to you under this Agreement.
You agree to indemnify and hold harmless Goldmoney, its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable legal fees) (and or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademark infringes or any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your website, including, without limitation, content not attributable to us.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective terms of this Agreement which is marked "Confidential", will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
13.1 Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, affiliation, introducing broker, money manager, or employment relationship between you and Goldmoney. You will have no authority to make or accept offers or representations on our behalf. You will not make any statement, whether orally, in writing, on your website or any other website, that reasonably would contradict anything in this section, or issue, publish, or distribute any advertisement, marketing materials, or other sales literature utilising or making reference to Goldmoney or its products or use such means to solicit clients for the Programme or Goldmoney.
13.2 We will not be held liable for any delays or failure in performance, from any circumstance, act or event beyond our reasonable control. This includes, but is not limited to, lock-outs, strikes, or other industrial disputes, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fire, earthquakes, nuclear accidents, floods, strikes, volcanic action, unusually severe weather conditions, breakdown, failure, interruption or malfunction of telecommunications or computer services including the internet) or facilities or systems and interruption or failure of utility service, including but not limited to electric power, gas, or water, acts of hackers or third-party internet service providers, volatile market conditions, inability to communicate with brokers or market makers for whatever reason, or late or mistaken delivery or payment by any bank or counterparty or mandatory compliance with any law (including a failure to grant any licence or consent needed or any change in the law or interpretation of the law ("Force Majeure").
13.3 This Agreement and your participation in the Programme shall be governed and interpreted in accordance with the law of England and Wales and the Courts of England and Wales shall have non-exclusive jurisdiction.
13.4 This Agreement represents the entire agreement between you and Goldmoney, and shall supersede all prior arrangements and communications of the parties, oral or written. This Agreement and this Programme replaces all previous terms and conditions.
13.5 The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
13.6 If any part of this Agreement is held to be invalid or unenforceable, that provision shall be deleted or carried as necessary and the remainder of this agreement shall continue in full force and effect.
13.7 Goldmoney can assign this Agreement to any successor upon notice to you. You may not assign this Agreement.