Affiliate Agreement
Last updated and effective: 17 February 2026
PLEASE READ THESE REFERRAL TERMS CAREFULLY
This Affiliate Agreement (“Agreement”) dated as of the Commencement Date is entered into by and between Wise Payments Limited, a company incorporated in England and Wales with company number 07209813 and whose registered address is 1st Floor Worship Square, 65 Clifton Street, EC2A 4JE, London, United Kingdom, (“Wise”) and you (the “Affiliate”, and together with Wise, the “Parties”, and each a “Party”).
NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties hereto mutually covenant and agree as follows:
1. SUBJECT MATTER
1.1 This Agreement sets out the terms upon which the Parties will cooperate with each other and the remuneration that Wise will pay to the Affiliate for the services provided under this Agreement.
1.2 This Agreement is non-exclusive and does not prevent or restrict the Parties from entering into similar or different agreements with third parties. Wise makes no representation that the terms of this Agreement are similar to, or the same as, the terms of any other agreement it has entered, or may enter, into with any third party.
2. RIGHTS AND OBLIGATIONS
2.1 Obligations of both Parties. According to this Agreement, both Parties are obliged to:
(a) act, for the duration of the Term (defined below) of this Agreement, in accordance to the Applicable Law (defined below);
(b) hold all of the licences, permits, certificates, powers and authority required to engage in this Agreement; and
(c) share and use information only and to the extent necessary for the performance of the services and obligations provided herein, and refrain from sharing any Commercially Sensitive Information.
2.2 Obligations of Affiliate. Affiliate acknowledges and undertakes that:
(a) The Affiliate is responsible for operating and maintaining the Affiliate Platform and for maintaining the Affiliate Links (including their proper integration into the Affiliate Platform) and all materials, including the Wise Campaign Elements, which appear on it.
(b) The Affiliate agrees to use the Wise Campaign Elements only on the Affiliate Platform and only in relation to the Affiliate Link. The Affiliate must not modify the Wise Campaign Elements.
(c) The Affiliate is solely responsible and liable for the Affiliate Platform, Affiliate Links or any other media in its control, and all content published, including any content relating to Wise.
(d) The Affiliate agrees that the Affiliate Platform and Affiliate Links will not contain or link to any content that breaches the standard terms of use, Wise Acceptable Use Policy (as updated from time to time), any other applicable policies or guidelines that Wise provides or makes available, or any Applicable Laws or regulations.
(e) The Affiliate shall keep the Affiliate Platform, Affiliate Links or any other media in its control, and all content published, including any content relating to Wise correct, true and up to date.
(f) The Affiliate must give Wise the opportunity to approve its use of the Wise Campaign Elements on the Affiliate platform and acknowledges that Wise may, in its sole discretion, prohibit such use at any time and for any reason.
(g) The Affiliate must not use Wise Campaign Elements; Wise Brand Terms; combinations, misspellings, adaptations of Wise Brand Terms, domain names and websites; and/or affiliation with Wise through this Agreement, for the (direct or indirect) purpose of promoting or advertising the Affiliate’s own products or services, without receiving Wise’s prior express written consent.
(h) The Affiliate shall not, without Wise’s prior written consent, make or give any representations, warranties or other promises concerning transfers, or any other services provided by Wise.
(i) The Affiliate agrees not to market or otherwise advertise any services which are not currently provided by Wise at the date of this Agreement (until such services become officially available at a later date, as confirmed by Wise) or are otherwise not permitted under the standard terms of use or Wise Acceptable Use Policy (as updated from time to time).
(j) The Affiliate must at all times comply with all Applicable Laws, regulations and codes, as well as all of Wise’s instructions and directions, with respect to the Affiliate’s activities under this Agreement, in particular the content and format of the Affiliate Platform, the Affiliate Links and the Wise Campaign Elements.
(k) The Affiliate understands that it has no authority to legally bind Wise in relation to Users (or anyone else) and that it has not been appointed as, and is not, the agent of Wise for any purpose. The Affiliate must not make any representation or commitment about Wise, the Wise Website or any of the services available on the Wise Website.
(l) The Affiliate understands that it shall not make or enter into any contracts or other commitments, or incur any liability (of any kind) for or on behalf of Wise, including for the provision of the services available on the Wise Website or the prices for transfers on the Wise Website. The Affiliate shall not negotiate any terms for the transfers on the Wise Website.
(m) Where content relating to Wise is sought to be published, before or at the same time of publishing such content, the Affiliate must clearly disclose the affiliate relationship between Wise and the Affiliate on the Affiliate Platform. The wording of such disclosures must be agreed with Wise in advance, and Wise’s approval will not be unreasonably delayed or withheld. Such disclosures should be made in accordance with the clause 16.10 below.
(n) The Affiliate agrees not to use Google ads, paid native advertising or any other paid search engine or social media advertising services to carry out any paid search activities to drive traffic directly to Wise, such as bidding against any Wise Brand Terms, unless explicit prior written approval is given by Wise. This also includes (but not limited to) bidding against any misspellings of the Wise trade marks, brand names or logos.
(o) The Affiliate agrees not to use Google ads, paid native advertising or any other paid search engine or social media advertising services to carry out any paid search activities, such as bidding against generic keywords to drive traffic to the Affiliate Platform to be later redirected to Wise without receiving explicit prior written consent from Wise.
(p) The Affiliate warrants that it will not use any platforms that provide voucher codes and/or coupons (such as free transfer coupons) as part of their Affiliate Platform. Such platforms are prohibited by Wise from entering into this Affiliate Agreement. If Wise determines that the Affiliate has been utilising coupons (or the like) on their Affiliate Platform, notwithstanding Wise’s rights under clauses 4.4 and 7, the Affiliate must remove the coupon offer immediately upon receiving notice, and confirm that it has done so.
(q) The Affiliate shall not directly target any people that have already identified themselves as interested in using Wise’s services, and try to persuade or pressure them to sign up as a Wise customer using their Affiliate Link.
(r) The Affiliate will only use the Affiliate Link on the Affiliate's Platform, and any other platform approved by Wise in advance. The Affiliate shall not alter or make efforts to hide their referral source and relevant traffic data without prior approval from Wise. Upon receiving a written request from Wise the Affiliate must disclose the referral source and relevant traffic data to Wise.
(s) The Affiliate shall not do any act or omission that may discredit or harm the name, reputation and brand of Wise or the Wise Group.
(t) If the Affiliate is an individual who is already an existing customer of Wise and becomes a party to this Agreement, they can no longer use any of Wise’s other referral programmes (including the refer-a-friend scheme) to promote Wise, unless Wise expressly agrees otherwise (in writing). Any referrals through Wise’s other referral programmes will not be credited to the Affiliate and will not receive any remuneration, unless expressly agreed otherwise.
2.3 Obligations of Wise. Wise acknowledges and undertakes that:
(a) Wise will, or will procure that the Wise Tracking Partner will, provide the Affiliate with one or more tracking links to redirect Users from the Affiliate Links to the Wise Website.
(b) Wise shall, from time to time, notify the Affiliate of any changes or updates to the Wise Campaign Elements, the Wise Website, Wise Brand Terms, and cross currency Transfer routes provided by Wise which are applicable to the Affiliate.
(c) This Agreement is non-exclusive and does not prevent or restrict Wise in any way from entering into similar or different agreements with third parties.
3. REMUNERATION
3.1 Subject to any breaches of clause 2.2 and unless Wise directs otherwise, the Wise Tracking Partner will pay the Affiliate the Payout (as defined below at clause 17.1.14), as set out in Wise Tracking Partner interface, for each User who:
3.1.1 creates an account with Wise and initiates a Commissionable Action within three hundred and sixty-five (365) calendar days from accessing the Wise Website via the Affiliate Link; and
3.1.2 completes a Commissionable Action (noting that completion of a Commissionable Action will not occur where: (i) the User is already a Wise customer and has previously created an account with Wise without going through the Affiliate Link; or (ii) the User does not fund the transfer; or (iii) the User is issued a refund for their transfer and does not then continue on to complete a cross-currency transfer; or (iv) the User’s transfer is returned to Wise due to incorrect recipient bank account details resulting in a bounced transfer; or (v) The balance conversion was not successful; or (vi) Wise exercises its right to cancel the Transfer, pursuant to Wise Acceptable Use Policy) ('Completed Commissionable Actions').
3.2 Unless otherwise provided in this Agreement, the Affiliate shall not be entitled to a Payout unless each User has executed the Completed Commissionable Actions via the Wise Website in accordance with clause 3.1 above. Where Payouts have been made to the Affiliate in respect to actions that do not qualify as Completed Commissionable Actions, Wise shall notify the Affiliate and the Affiliate shall refund Wise the excess Payout (“Excess Payout”) as soon as possible, or in any event within five (5) working days. If no refund is received, at Wise’s sole discretion, Wise reserves the right to set-off the Excess Payout against any future Payout.
3.3 All Wise accounts registered by Users can and will be subject to checks at Wise’s discretion. These checks aim at preventing unintended, abusive, fraudulent, or unlawful use of the provided Affiliate Links. Such uses include, but are not limited to: (i) creation of User accounts by the Affiliate and completion of one-off Commissionable Actions for the purpose of receiving Payout in accordance with clause 3.1 above; (ii) creation of User accounts by third parties on the behalf of the Affiliate and completion of one-off Commissionable Actions for the purpose of Affiliate receiving Payout in accordance with clause 3.1 above.
3.4 Depending on the results of these checks outlined at clause 3.3 above, Wise, at its own discretion, will have the right to:
(a) terminate the Agreement with immediate effect, in accordance with clause 7.3 below, for a material breach of contract; and/or
(b) suspend/prevent a Payout to the Affiliate until further notice; and/or
(c) if Payout for User accounts investigated under clause 3.3 above was already made, set-off any monies paid against any future Payouts; or
(d) if a Payout for User accounts investigated under clause 3.3 above was already made, and if a set-off against future Payouts is not possible or practicable, at its sole discretion Wise may notify the Affiliate in writing, and the Affiliate shall refund Wise the Payout in full as soon as possible, and in any event within 5 working days. Wise reserves the right to charge interest on any unpaid Payouts at [4%] above the Bank of England’s base rate.
3.5 The Affiliate shall not be entitled to Payouts which are attributable to any activity which is in breach of the Affiliates’s obligations at clause 2.2 or any activity which is otherwise in breach of the Wise Acceptable Use Policy, standard terms of use under clause 4, or this Agreement.
3.6 During the term of this Agreement, subject to clauses 3.3 - 3.4 above, Wise will use reasonable efforts to ensure the amount of the Payout will be shown on the Wise Tracking Partner platform within a thirty (30) to sixty (60) calendar day period after the relevant Completed Commissionable Action.
For the avoidance of doubt, the above dates indicate the date when Wise will add the respective Payout amounts to the Affiliate’s account with the Wise Tracking Partner and not the dates when such amounts will be paid out by Wise Tracking Partner to the Affiliate.
The Payouts will then be initiated by Wise Tracking Partner to the Affiliate. Wise shall not be responsible for any of the Tracking Partner's errors, delays, or other failures in transferring the Payout to the Affiliate.
3.7 The payment of the Payout will be made by the Wise Tracking Partner to a bank account specified by the Affiliate in advance of signing the Agreement, and the Affiliate is at all times responsible for keeping their bank account information up to date, and for notifying Wise in writing of any changes, in accordance with clause 8 of this Agreement.
3.8 Wise will have the right to, at its own discretion, suspend Payouts in case of its inability to attribute increase in traffic on the Wise Website to the Affiliate. In such cases Wise will actively reach out to the Affiliate in writing to seek clarifications, and the Affiliate must reasonably provide a full response to Wise’s clarification request, without undue delay. Both Parties agree to reasonably cooperate with each other to resolve any issues relevant to this clause 3.8.
3.9 Wise will have the right to terminate this Agreement, at its own discretion, if the Affiliate’s responses to Wise’s requested clarifications, pursuant to the clause 3.8 above:
3.9.1 are reasonably considered by Wise to be fake, untrue, illegitimate and/or otherwise fraudulent; and/or
3.9.2 cause Wise to have reasonable suspicions that Affiliate’s activities are illegal, fraudulent or exceed Wise’s risk appetite.
3.10 All sums payable under this Agreement are inclusive of value added tax (“VAT”) (as applicable).
3.11 Each Party is responsible for the payment of its own tax liabilities, duties, fees or any and all other governmental levies or charges.
4. STANDARD TERMS OF USE
4.1 The Affiliate will not use the Affiliate Platform, including the Affiliate Links, or any other media in its control:
4.1.1 in a manner which is unlawful, immoral or fraudulent, or has any unlawful, immoral or fraudulent purpose or effect;
4.1.2 to transmit any data or materials which contain viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programme or similar computer code designed to adversely affect the operation of any computer software or hardware;
4.1.3 to generate artificial traffic to the Wise Website, such that traffic recorded by the Wise Tracking Partner is higher than the number of unique Users who are directed to the Wise site by the Affiliate Link;
4.1.4 to utilise a tracking link obtained through, or otherwise refer to, another Wise referral programme (including the refer-a-friend scheme) in conjunction with the Affiliate Link, unless explicit prior written approval is given by Wise; or
4.1.5 to promote, include and/or link to any content that is sexually explicit, violent, illegal, deceptive, misleading, harmful, obscene, defamatory, unethical infringing or violative of any third party right.
4.2 The Affiliate further warrants not to display or transmit any material on the Affiliate Platform, including the Affiliate Links, or any other media in its control which:
4.2.1 is threatening, abusive or invasive of another’s privacy, or causes annoyance, inconvenience or needless anxiety; or
4.2.2 is likely to harass, upset, embarrass, alarm or annoy any other person; or
4.2.3 impersonates any person, or misrepresents the Affiliate’s identity or affiliation with any person; or
4.2.4 gives the impression that such material emanates from Wise (if this is not the case); or
4.2.5 is in a manner not explicitly approved by Wise, or goes against previously permitted uses of Wise Campaign Elements in accordance with clause 2.2 (f).
4.3 In addition to clauses 4.1 to 4.2, the Affiliate shall at all times comply with Wise Partnership Program Guidelines (available at https://wise.com/partner/guidelines ), and Wise Acceptable Use Policy (as updated from time to time).
4.4 Any breach of clauses 4.1 or 4.2 will be considered a material breach of contract. If the Affiliate breaches any of its obligations under clause 2.2 or this clause 4, or commits any other material breach under this Agreement, without prejudice to any other rights or remedies Wise has, Wise may terminate this Agreement with immediate effect by giving written notice to the Affiliate.
4.5 The Affiliate must maintain copies of any promotional materials published for Wise pursuant to this Agreement for a period of at least six (6) years after the relevant publication. Wise has the right to request copies of any promotional materials, at any time, for review and audit purposes, to ensure compliance with any relevant regulations. If Wise requests copies of any promotional materials, the Affiliate must comply with the request in full within ten (10) Business Days from the date of the request.
5. WARRANTIES
5.1 Each Party warrants to the other Party that:
(a) it is not aware of anything which will, or might reasonably be expected to, prevent or impair it from performing all of its obligations under this Agreement;
(b) all information provided to the other Party, prior to the Commencement Date and during the Term of this Agreement, is truthful, accurate and complete, and all material information has been disclosed;
(c) it will comply with all Applicable Laws when performing its obligations under this Agreement; and
(d) this Agreement constitutes a legally binding contractual agreement, and is enforceable against it in accordance with its terms.
5.2 The services provided by Wise under this Agreement are on an “as-is” basis. Wise specifically disclaims all implied warranties of merchantability, fitness for a particular purpose and noninfringement. Wise does not guarantee that the Wise Website will operate in an uninterrupted or error-free manner.
6. LIABILITY AND INDEMNITIES
6.1 The Affiliate undertakes that it shall perform its obligations under the Agreement with reasonable care and skill. Nothing in this Agreement limits or excludes liabilities, warranties and representations that cannot be limited or excluded by the Applicable Law.
6.2 No Special Damages. To the maximum extent permitted by law and notwithstanding any other provision in this Agreement, neither Party shall be liable to the other Party whether in contract, tort (including negligence), breach of statutory duty, equity, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of business, loss of profit, loss of use of money, loss of revenue, loss of contracts, any increase in costs and expenses, wasted expenditure, dilution of goodwill, loss or corruption of data and all indirect, incidental, consequential, special, punitive or exemplary damages, however arising under this Agreement, even if Parties have knowledge of the possibility of such damages arising from or related to this Agreement.
6.3 Indemnity. Affiliate will indemnify and hold the Wise Group, and each of its officers, agents, partners and employees ("Wise Indemnitees") harmless from any claims or demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees), whether direct or indirect, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by Wise Indemnitees, arising out of, or in connection with:
(a) the Affiliate’s breach of this Agreement, including any warranties, representatives and undertakings;
(b) any fraud or wilful misconduct committed by the Affiliate, its officers, agents, partners or employees;
(c) the Affiliate’s actions that damage the reputation of any of the Wise Indemnitees;
(d) the failure of the Affiliate to comply with any of the Applicable Laws or regulations;
(e) any act or omission of Affiliate, including any negligence which causes or contributes to any loss or damage to a person (or legal entity) or (their) property;
(f) the Affiliate’s infringement or alleged infringement of a third party's rights (including any intellectual property rights); and
(g) any claim, demand, fine, penalty, action, investigation or proceeding by any third party (including any subcontractor, personnel, regulator or client/customer of Wise) against Wise caused by the act (whether directly or indirectly) or omission of the Affiliate.
6.4 The Affiliate acknowledges that the User tracking services and payment of amounts due to the Affiliate under this Agreement are services provided by the Wise Tracking Partner and therefore Wise will have no liability to the Affiliate for any delay or failure in the provision of these services (unless such delay or failure is solely caused by Wise).
6.5 Limitation of liability. The Wise's total aggregate liability, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement, shall be limited to the amount paid by Wise to the Affiliate during the twelve (12) months preceding the date on which the relevant claim arose.
7. TERM AND TERMINATION
7.1 Term. This Agreement shall commence on the Commencement Date and shall continue for a period of one (1) year (the “Initial Term”) and, thereafter, this Agreement shall be automatically renewed for successive periods of one (1) year (“Extended Period(s)”), unless (i) the Affiliate terminates this Agreement by providing thirty (30) calendar days written notice to Wise; (ii) or this Agreement is otherwise terminated in accordance with clauses 7.2 and 7.3 below. The Initial Term together with any subsequent Extended Periods shall constitute the “Term”.
7.2 Termination for convenience. Without affecting any other right or remedy available to it, Wise may immediately terminate this Agreement for any reason by giving written notice to the Affiliate.
7.3 Termination for cause. Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party, if:
(a) the other Party commits a material breach (or a series of breaches of this Agreement which, when taken together, have the impact, or effect of, or otherwise amount to, a material breach) of this Agreement;
(b) the other Party commits a breach of this Agreement and if such a breach(es) is remediable, the Party fails to remedy such a breach(es) within fourteen (14) calendar days of that Party being notified in writing to do so;
(c) a Regulatory Authority imposes restrictions or makes a decision with the effect that any Party is, or will be, unable to perform this Agreement in compliance with a legal or regulatory requirement, or in accordance with Applicable Law. In any such event, this Agreement shall terminate on the effective date of the restriction, decision, or withdrawal, as applicable;
(d) the other Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business (relevant to this Agreement);
(e) a Party’s financial position deteriorates to such an extent that in the other Party’s reasonable opinion the said Party's capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy;
(f) a Party becomes subject to an Insolvency Event;
(g) any act or omission of one Party causes or could cause the other Party to breach the terms of its Regulatory Authorisation; or
(h) a Force Majeure Event occurs that has the effect of preventing a Party from performing any of its obligations under this Agreement for a period exceeding thirty (30) calendar days.
7.4 Consequences of Termination. On termination of this Agreement:
(a) any and all licences and benefits granted under this Agreement shall immediately be revoked and withdrawn;
(b) Wise shall pay any outstanding Payouts owed by Wise to Affiliate at the moment of termination, in accordance with clause 3; Wise may not pay out outstanding payouts if a party has abused the Agreement in any of the ways mentioned in the clause 7.3(c)
(c) the Affiliate acknowledges that it will have no claim against Wise whatsoever and is not entitled to any compensation or claim arising from the termination unless Wise does any act or thing or makes any statement which is grossly negligent, reckless, fraudulent or is misleading or deceptive conduct;
(d) unless specified otherwise in this Agreement, the Affiliate must destroy or return to Wise (as directed by Wise) (i) any materials, documentation and any other items (and all copies of them) belonging to Wise; (ii) all Wise Campaign Elements and Affiliate Links from the Affiliate Platform; and (iii) all documents and materials (and any copies) containing, reflecting, incorporating or based on Wise’s Confidential Information (as defined below), unless the Affiliate is required to maintain such information in accordance with Applicable Law; any rights, remedies, obligations or liabilities of the Party that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement, which existed at or before the date of termination, shall not be affected or prejudiced;
(e) any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect;
(f) in no event shall either Party make any public statement or communication regarding the termination of this Agreement without the express prior written approval of the other Party, which approval shall not be unreasonably withheld or delayed; and
(g) the Parties agree to refrain from making, causing to be made, publishing, ratifying or endorsing any and all disparaging remarks, derogatory statements or comments, or any statement or comment that may affect the image, reputation and honor of the other Party (unless otherwise required to do so by any Applicable Laws). Further, the Parties hereto agree to refrain from making any public or non-confidential statement with respect to any claim or complaint related to or against either party without the mutual consent of each of them, to be given in written form, in advance of any such statement.
8. NOTICES
8.1 All notices, requests and approvals required by this Agreement shall be in writing and transmitted between the Parties addressed as follows:
(a) If to Wise:
Wise Payments Limited,
1st Floor Worship Square, 65 Clifton Street, EC2A 4JE, London, United Kingdom
Attention: Partners team
Copy via email: partnerwise@wise.com
(b) If to Affiliate:
To the contact information submitted by the Affiliate to the Tracking Partner.
8.2 All such notices, requests, and approvals shall be deemed given:
(a) upon the receipt of the email transmission (provided proof of successful transmission is retained) during the normal Business Day or if sent outside the normal Business Day, the following Business Day or upon actual acknowledgement of receipt;
(b) if delivered by hand, at the time and date of delivery shown on the delivery receipt; and
(c) if sent by pre-paid recorded delivery post (or any equivalent postal service), four (4) Business Days from the date of posting as shown on the postal receipt.
8.3 The provisions of this clause 8 shall not apply to the service of legal proceedings.
9. CONFIDENTIAL INFORMATION
9.1 Definition. For purposes of this Agreement, “Confidential Information” shall mean:
(a) any information marked confidential or that would be regarded as confidential by a reasonable business person that is provided by or on behalf of a Party (or its affiliates) to another Party or its agents in connection with this Agreement (whether orally, in writing or in any other form);
(b) any information concerning the business or properties of a Party or its affiliates, including the terms and conditions of this Agreement (as well as proposed terms and conditions of any amendments, renewals, or extensions of this Agreement), any proposed or agreed upon terms and conditions of any other agreement executed by and between the Parties or their Affiliates, sales volumes, test results, and results of marketing, reports generated by a Party or its affiliates, any information that relates to the Disclosing Party’s (defined below at clause 9.2) clients, including lists of clients and their requirements, any information that relates to the Disclosing Party’s suppliers, including their terms of service and requirements, trade secrets, business and financial information (including including performance or profitability reports and margins), source codes, business methods, procedures, trade secrets, know-how and other information (including Intellectual Property) of every kind that relates to the business of a Party or its affiliates; and
(c) any information relating to a Party or its affiliates, or its respective businesses, employees, that is otherwise obtained by the other Party in connection with this Agreement.
9.2 Disclosing Confidential Information. A Party receiving Confidential Information (the “Receiving Party”) of the other Party (the “Disclosing Party”) shall during the Term
(i) keep the Disclosing Party’s Confidential Information secure and strictly confidential; and (ii) protect and safeguard the Disclosing Party’s Confidential Information. Except as specifically set forth in this Agreement, the Receiving Party shall not use or disclose Confidential Information of the Disclosing Party except (i) to perform its obligations or enforce its rights with respect to this Agreement; (ii) as expressly permitted by this Agreement (such as required by Applicable Law); or (iii) with the prior written consent of the Disclosing Party.
9.3 During the Term, the Parties shall, and shall use all commercially reasonable efforts to cause their respective affiliates, directors, officers, employees, representatives and other agents (including any third party vendors) to hold in confidence, not utilise for any purpose not expressly contemplated hereby, and not disclose to any person that is not a Party to this Agreement, any Confidential Information obtained (whether before or after the Commencement Date) from a Party to this Agreement or such Party’s affiliates, directors, officers, employees, representatives and other agents. Parties are at all times liable for their affiliates, representatives, directors, officers, employees, and other agents' breaches of the confidentiality obligations set out in this clause.
9.4 During the Term, a Party may disclose Confidential Information to the extent such Confidential Information is (i) required to be disclosed by Applicable Law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction; or (ii) requested in connection with any regulatory report, audit, inquiry or other request for information from a regulatory authority, provided that, to the extent it is legally permitted to do so, it gives the other Party advance notice of such disclosure to afford the Disclosing Party the opportunity to seek, at the Disclosing Party’s sole cost and expense, a protective order or other remedy.
9.5 Both Parties acknowledge that the limitations and restrictions in this clause 9 are necessary and reasonable to protect the Confidential Information of the Parties, and expressly agree that monetary damages may not be a sufficient remedy for a breach of this clause 9, and therefore each Party will be entitled to seek temporary and permanent injunctive relief against any threatened violation of this clause 9.
9.6 Notwithstanding the expiration or termination of this Agreement, each Party shall continue to comply with its respective obligations under Applicable Law in relation to any Confidential Information that has been shared by the Disclosing Party to the Receiving Party.
9.7 Except as expressly stated in this Agreement, no Party makes any express or implied warranty or representation concerning its Confidential Information.
9.8 Exclusion. Notwithstanding the foregoing, Confidential Information shall not include any information:
(a) obtained from information rightfully in the possession of the Receiving Party (as defined below) that is not otherwise subject to a binding agreement as to confidentiality;
(b) that is or becomes generally available in the public domain other than as a result of an unauthorised disclosure or other act or omission by any other Party;
(c) that is lawfully received on a non-confidential basis from a third party authorised to disclose such information without restriction and without breach of this Agreement; or
(d) that is independently developed by the Receiving Party without the use of any proprietary, non-public information provided by the other Party under this Agreement.
9.9 The obligations under this clause 9 will survive termination of this Agreement.
10. INTELLECTUAL PROPERTY
10.1 Use of Name and Logo. Except as provided herein, neither Party may use in any manner the other Party’s or its affiliates’ or sublicensees’s names, trade names, corporate logos, or any contraction, abbreviation or adaptation thereof, without the prior express written consent of the other Party.
10.2 The Affiliate acknowledges and agrees that Wise shall keep and own its existing Intellectual Property as of the date of this Agreement and any and all Intellectual Property rights in any materials or subject matter created by it thereafter which relates to its own existing Intellectual Property, as well as all Intellectual Property rights in the Wise Campaign Elements, the Website and all Wise's products and services (the 'Wise Intellectual Property Rights').
10.3 Except as expressly stated in this Agreement, neither the execution, delivery nor performance of this Agreement shall be construed as granting or conferring to the Affiliate or any other third party any interest, right, or license of any kind or nature to, or in Wise’s Intellectual Property, including but not limited to patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences belonging to Wise. All such rights are reserved to Wise.
10.4 The Affiliate agrees to only use the Wise Intellectual Property Rights in accordance with Wise’s written instructions.
10.5 The Affiliate must not do, or omit to do, anything that may weaken, damage or detriment the reputation and goodwill associated with Wise.
10.6 The obligations under this clause 10 will survive termination of this Agreement.
11. PRIVACY AND DATA PROTECTION
11.1 The Affiliate and Wise will comply with their respective obligations under the Applicable Law, including the Privacy Laws, each other’s Privacy Policy and any applicable industry codes relating to the protection of Personal Data.
11.2 Each Party shall, at its own expense, ensure that it complies with and assists the other Party to comply with the requirements of all applicable data protection legislation and regulations, including (without limitation) in the United Kingdom, the Data Protection Act 2018 and the General Data Protection Regulation ((EU) 2016/679). This clause is in addition to, and does not reduce, remove or replace, a Party's obligations arising from such requirements.
11.3 Both Parties agree that during and after performance of the Services, Wise will not share any Users’ Personal Data with the Affiliate. Wise will remain as the data controller for its own Users’ Personal Data.
11.4 If at any time during the performance of the Services there is a requirement to share Personal Data between Affiliate and Wise, both parties must enter into a Data Processing Agreement and comply with all applicable Privacy Laws.
11.5 Controls for the Protection of Personal Data. Each Party shall maintain appropriate industry standard technical and organisational measures for protection of the security (including but not limited to protection against unauthorised or unlawful processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorised disclosure of, or access to, Personal Data), confidentiality and integrity of Personal Data.
11.6 Notwithstanding the expiration or termination of this Agreement, each Party shall continue to comply with its respective obligations under all Applicable Laws and Privacy Laws in relation to any Personal Data.
11.7 Changes to Data Protection Laws and Regulations. If at any time during the term of this Agreement Privacy Laws change in a way that clause 11 is no longer adequate to perform the Services, both Parties agree to negotiate in good faith to review clause 11 in light of the new legislation.
11.8 Electronic communications. By entering into this Agreement, the Affiliate expressly consents to receive electronic communications from Wise, including but not limited to emails, newsletters, and push notifications. These communications may include (i) operational updates; (ii) promotional or marketing emails regarding new features, incentives, and products; and (iii) performance reports. The Affiliate may opt-out of marketing-related emails at any time by clicking the "unsubscribe" link located at the bottom of such emails or by contacting Wise directly. Wise will process all Affiliate Personal Data in accordance with its Privacy Policy.
12. ASSIGNMENT
12.1 Wise may at any time, without Affiliate’s consent, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement.
12.2 The Affiliate must not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Agreement, without the prior written consent of Wise (such consent should not be unreasonably withheld).
13. NO AGENCY OR PARTNERSHIP
13.1 The Parties agree that nothing in this Agreement creates a relationship between them of employer/employee, principal/agent, a joint venture or a partnership, and each Party shall be solely responsible for its own actions or omissions.
13.2 In performing the services under this Agreement, the Affiliate is an independent contractor and as such is liable for any taxes, insurance contributions or any other assessments incurred by it in the course of business generally and in relation to this Agreement.
14. GOVERNING LAW AND DISPUTES UNDER THE AGREEMENT
14.1 Any dispute arising out of or in connection with this Agreement or any aspect of the relationship between you and Wise, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration Rules (the “Rules”). The following Rules are deemed to be incorporated by reference into this clause:
14.1.1 The number of arbitrators shall be one;
14.1.2 The seat, or legal place, of arbitration shall be London, United Kingdom;
14.1.3 The language to be used in the arbitral proceedings shall be English; and
14.1.4 The governing law of the contract shall be the substantive law of England and Wales.
14.2 The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.
15. TRANSFER TO REFERRAL PROGRAM
15.1 If the Affiliate is promoting Wise on any social media platform, online forum or for commercial purposes and the Affiliate is already subject to the terms of this Agreement, we may decide to move you to our referral program on the Wise app. This will be at Wise’s sole discretion, and if Wise determines that the Affiliate should be moved to the referral program, then you will be notified in writing and provided a (link to a) copy of the applicable terms and conditions.
16. GENERAL
16.1 Entire Agreement. This Agreement, together with any Schedules, Annexes, Appendices, and Insertion Orders constitutes the entire Agreement between the Parties in relation to its subject matter and supersedes and extinguishes all previous agreements, draft agreements, arrangements, undertakings of any nature made by the Parties, whether oral or written, in relation to that subject matter. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
16.2 Force Majeure. Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control including, strikes, lock-outs or other industrial disputes (whether involving the workforce of Parties or any other party), failure of a utility service or transport or telecommunications network or the internet, act of God, a pandemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors (each a “Force Majeure Event”). If the Force Majeure Event makes it impossible for the relevant Party to perform any of its obligations under this Agreement for a period exceeding one (1) month, that Party may terminate this Agreement with immediate effect by giving written notice to the other Party.
16.3 No Waiver. No delay, grant of time, release, compromise, forbearance (whether partial or otherwise) or other indulgence by either party in respect of any breach of the other party’s obligations under this Agreement is to operate as a waiver of or prevent the subsequent enforcement of that obligation or be deemed a delay, grant of time, release, compromise, forbearance (whether partial or otherwise) or other indulgence in respect of, or a waiver of, any subsequent or other breach.
16.4 Cooperation. Each party will sign all documents and do all things reasonably required by the other party to give effect to the terms of this Agreement.
16.5 Severance. If any provision or part-provision of this Agreement is found by any court or authority of competent jurisdiction to be invalid, illegal or unenforceable, the provision or part-provision shall be deemed to not form part of this Agreement and the legality, validity or enforceability of the remainder of the provisions of this Agreement shall not be affected, unless otherwise required by operation of Applicable Law.
16.6 Variation. Wise may amend this Agreement from time to time by written notice (including via email or by changes on the Tracking Partner’s website) to the Affiliate. There is no requirement for the Affiliate to provide notice of, or confirmation, or acknowledgment their acceptance of the amended Agreement. Acceptance by conduct will suffice, including, without limitation, the Affiliate’s continued participation in the program, the generation of new referrals, or the acceptance of payouts following the notice of amendment.
16.7 Counterparts. This Agreement may be executed in two or more counterparts each of which will be deemed to be an original, but all of which when taken together will constitute one and the same instrument.
16.8 Rights and remedies. The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
16.9 Third party rights. A person who is not a Party shall have no right to enforce any term of, or enjoy any benefit under, this Agreement.
16.10 General disclosure obligation. The Affiliate shall clearly and conspicuously disclose to all Users (i.e., any prospective customers) that they are referring them to Wise, and that the Affiliate may receive a commission, remuneration or some other compensation for such referral. The disclosure shall be made in simple, clear, and unambiguous language, in a manner that is prominent and easily understood by any prospective customer.
If any of the Users request for additional information as to the amount of commission or remuneration, it shall be at the Affiliates sole discretion as to whether or not they provide such information, at their own risk, and the Affiliate shall bear any and all associated liability with failure to disclose. Wise however encourages the Affiliate to be as clear and as transparent, with any User or prospective customer, about any remuneration or compensation that they may receive from Wise. Wise may be required to disclose the nature and amount of remuneration, as part of its regulatory obligation.
16.11 Indemnification. The Affiliate agrees to indemnify and hold the Wise Indemnitees harmless from any claims or demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees), whether direct or indirect, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by Wise Indemnitees, arising out of, or in connection with Affiliate's failure to comply with the general disclosure obligations, pursuant to clause 16.10 above.
17. DEFINITIONS AND INTERPRETATION
17.1 In this Agreement, unless the context otherwise requires:
17.1.1 Affiliate has the meaning set forth in the preamble.
17.1.2 Affiliate Link(s) means a trackable hyperlink, in any form, including but not limited to images or text, that directs the User to the Wise Website.
17.1.3 Affiliate Platform has the meaning of Affiliate's promotional platform, included but not limited to the Affiliate’s website, mobile application, or social media page, notified to Wise during the affiliate application process, and any future version of that website, mobile application, or social media page.
17.1.4 Agreement has the meaning set forth in the preamble.
17.1.5 Applicable Law means the applicable laws, court opinions, rules and regulations of England and Wales or of another nation state, as applicable, or the various agencies, departments or administrative or governmental bodies, and any regulatory guidance, determinations of (or agreements with) a Regulatory Authority and directions or instructions from (or agreements with) any Regulatory Authority, to the extent applicable to the activities of either Party pursuant to this this Agreement or as otherwise applicable to a Party, as may be amended and in effect from time to time.
17.1.6 Business Day means a day other than a Saturday, Sunday or public holiday in the United Kingdom when financial institutions are open for business.
17.1.7 Commencement Date means the date when this Agreement is electronically signed or accepted by the Parties through their conduct.
17.1.8 Commercially Sensitive Information means, including but not limited to, price costs, strategic or marketing plans, pipeline products or research and development plans, or from taking any action that violates (or could be deemed to violate) competition laws.
17.1.9 Commissionable Action has the meaning of (i) cross currency transfer; (ii) multi currency balance conversion and/or; (iii) Wise card cross currency payment instructed by a User on the Wise Website.
17.1.10 Data Processing Agreement has the meaning of a legally binding contract between parties that states the rights and obligations of each party concerning the protection of personal data.
17.1.11 Insolvency Event means circumstances under which a Party (i) has a receiver or similar officer appointed over all or a material part of its assets or undertaking; (ii) passes a resolution for winding-up (other than a winding-up for the purpose of, or in connection with, any solvent amalgamation or reconstruction) or a court makes an order to that effect or a court makes an order for administration (or any equivalent order in any jurisdiction); (iii) enters into any composition or arrangement with its creditors (other than relating to a solvent restructuring); (iv) ceases to carry on business.
17.1.12 Intellectual Property means (i) rights in, and in relation to, any patents, registered designs, design rights, trademarks, trade and business names (including goodwill associated with any trademarks or trade and business names), copyright and related rights, moral rights, databases, domain names, utility models, and including registrations and applications for, and renewals or extensions of, such rights, and similar or equivalent rights or forms of protection in any part of the world; (ii) rights in the nature of unfair competition rights and to sue for passing off and for past infringement; and (iii) trade secrets, confidentiality and other proprietary rights, including rights to know how and other technical information.
17.1.13 Party(ies) has the meaning set forth in the Preamble.
17.1.14 Payout(s) means the fees to be paid by Wise to the Affiliate under this Agreement.
17.1.15 Personal Data means any information relating to an identified or identifiable natural person which is processed pursuant to the Agreement. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
17.1.16 Privacy Laws mean all privacy and data protection laws and any applicable national implementing laws, regulations and secondary legislation that apply to either party or any party or any users or any potential users.
17.1.17 Privacy Policy means a statement made to a data subject and other interested parties describing how the organisation collects, uses, retains and discloses Personal Information.
17.1.18 Regulatory Authority means national, international or local governmental, regulatory or self-regulatory authority, agency, court, tribunal, commission or other entity having jurisdiction over a Party or the subject matter of this Agreement.
17.1.19 Regulatory Authorisations means those authorisations, licences, permits and consents issued by a Regulatory Authority that must be obtained by any Party in order for it to be able to perform its obligations under this Agreement.
17.1.20 Services mean promoting Wise to the Affiliate's audience or customer base by using Affiliate Link provided through the Affiliate Platform for the purpose of helping Wise acquire new cross currency Users.
17.1.21 Transfer(s) means a foreign currency transfer instructed by a User on the Wise Website.
17.1.22 Tracking Partner has the meaning of the partnership management company (Partnerize, or as updated from time to time by reasonable notice) used by Wise to manage its affiliates and partners.
17.1.23 User means any person who has clicked through to the Wise Website via the Affiliate Link.
17.1.24 Wise has the meaning set forth in the preamble.
17.1.25 Wise Acceptable Use Policy means the policy (as amended from time to time) which sets out the permitted uses and prohibited uses of Wise’s services
currently available here: https://wise.com/acceptable-use-policy , https://wise.com/terms-and-conditions .
17.1.26 Wise Brand Terms have the meaning of all Wise Campaign Elements, and any related or similar trade marks, logos, branding or text copy, including related combinations, and misspellings (e.g., transfer wire, transfer vise, transfer way, transfer ways, transfer wire, transfer wire money, transfer wires, transfer wis, transfer wisse, transfer wize, transfereise, transferiwse, transfersise, transferwi, transferwie, transferwiese, transferwife, transferwire, transferwisa, wize transfer, Wise safe, Wise works).
17.1.27 Wise Campaign Elements have the meaning of trade marks, logos, branding or text copy, and any other digital materials, provided or otherwise made available to the Affiliate by Wise for the purpose of use by the Affiliate under this Agreement.
17.1.28 Wise Group means (a) Wise; (b) its subsidiaries and holdings companies; and (c) the holding companies and every subsidiary of each such holding company, in each case from time to time (and for this purpose 'subsidiary' and 'holding company' shall be construed in accordance with section 1159 of the Companies Act 2006).
17.1.29 Wise Website means Wise’s website, currently available at https://wise.com . The Wise Website includes all future versions, localised versions and replacements of such websites.
17.2 Certain Interpretative Matters. As used in this Agreement,
17.2.1 the terms “include” and “including” are meant to be inclusive and shall be deemed to mean “include without limitation” or “including without limitation”;
17.2.2 the word “or” is disjunctive, but not necessarily exclusive;
17.2.3 references to “pounds”, “British pounds”, “GBP” or “£” shall be to British pounds sterling;
17.2.4 any section, subsection, paragraph, subparagraph or clause headings contained in this Agreement are for reference purposes only;
17.2.5 any reference made in this Agreement to a rule, statute, regulatory, subordinate legislation or the like ("legislation") shall be construed as referring to any legislation that consolidates, amends, replaces, supplements, supersedes or re-enacts such legislation at any time;
17.2.6 where permitted, words in the singular shall be deemed to include the plural and vice versa; and
17.2.7 unless otherwise specified in this Agreement, the terms defined in this Agreement that refer to a particular agreement, instrument or document include all renewals, modifications, amendments, supplements of such agreement, instrument, or document.