Affiliates Terms and Conditions

5 October, 2020

NEAT AFFILIATE PROGRAM TERMS AND CONDITIONS
Welcome to our rewards program where you as an Affiliate will be able to benefit from promoting our products to your network.

You are required to read the full T&Cs below, but just to point you in the right direction:

IMPORTANT: Please read carefully the following terms. You acknowledge that you understand and agree to all of these terms if you apply to be an affiliate of Neat and have clicked the acceptance button with respect to your application to become an affiliate of Neat.

these terms is between you (as an applicant to be an affiliate of Neat) (“Affiliate”, “you”) and Neat Limited incorporated and registered in Hong Kong with company number 2312276 whose registered office is at 10/F, China Hong Kong Tower, 8-12 Hennessy Road, Wan Chai, Hong Kong (“Company”, “Neat”, “Us”, “Our”).

Neat operates an affiliate network and the Affiliate wishes to become a member of this affiliate network on the following Terms. You may, for as long as you are an approved affiliate of Neat’s affiliate network and subject to your continued compliance with these terms, refer and introduce potential customers to Neat via the Affiliate Web Link.

1. Interpretation

The definitions and rules of interpretation in this clause apply in this agreement.

“Affiliate Guidelines” means guidelines and instructions provided to the Affiliate by the Company prescribing the permitted form and manner in which the Affiliate may refer to the Company and use the Marketing Materials, including the Affiliate Guidelines set out in Schedule 1 and any amendments or additions notified in writing by the Company from time to time.

“Affiliate Training” means the training on the Affiliate Guidelines, Marketing Materials and/or other training materials as produced by Neat from time to time, to be completed by Affiliates, and all their relevant staff, in accordance with the terms specified in Schedule A.

“Affiliate Sign-Up Form” means the form which the Affiliate must complete in order to apply to be an Affiliate of the Company.

“Affiliate Reference” means: 1. a unique promotion code provided to you via which we can track your Referred Users; or 2. a uniform resource locator (URL) linking directly to the Website and the means via which a Referred User will be recorded.

“Business Day” means a day other than a Saturday, Sunday or public holiday in Hong Kong.

“Commission” means in respect of each Successful Referral, the fixed rate set out in Part B of Schedule A, which is inclusive of all Taxes and any other fees and charges payable in connection with Affiliate’s activities under these terms.

“Community Referral” means a Successful Referral where the Commission is passed directly to the Successful Referral.

“Website” means the our website at any time and from time to time, currently at www.neatcommerce.com and including all databases, software, domain names, infrastructure, products and services that the Company markets for use by individual users to shop for the Company’s products and services. Website includes all future versions and replacements of, and successors to, the site.

“Confidential Information” means all proprietary and confidential information of the Company or of the Affiliate and their customers, clients, personnel or suppliers (including any Referred Users or prospective Referred Users), whether commercial, financial, technical or otherwise, whether in oral, written, machine readable or any other form, and whether designated as confidential or which by its nature a party ought reasonably know is confidential.

“Effective Date” means the date on which you submit your Affiliate Sign-Up Form.

“FCA” means the Financial Conduct Authority in the United Kingdom

“Intellectual Property” means the Company’s intellectual property as specified in clause 3.5.

“Marketing Guidelines” means the marketing guidelines specified in Schedule B, and updated by the Company from time to time.

“Marketing Materials” means any materials provided by the Company to the Affiliate, including any permitted Intellectual Property, which may be used by the Affiliate for its marketing and promotion of the Website and the Neat Business Products, in accordance with the Marketing Guidelines, which may be updated by the Company from time to time.

“Neat Account” means the account provided by Neat through the Website where Successful Referrals can apply for the Neat Business Products.

“Neat Business Products” means the products listed on the Website, as available https://www.neatcommerce.com/business/features, on the specific terms outlined in Schedule A, which may be changed and modified but Neat from time to time.

“Neat Multi-Currency Wallet” means the Neat wallet governed by the Neat Business Terms, which can be found here.

“Quarter” means each period of January – March (inclusive), April – June (inclusive), July – September (inclusive) and October – December (inclusive).

“Referred User” means a potential customer referred by the Affiliate who has clicked through to the Website from the Affiliate Web Link.

“Successful Referral” means a referral where all of the following conditions are met:

A) the referral relates to a Referred User was first referred by the Affiliate (and not any other affiliate in the Company’s affiliate network);
B) the Referred User completes an application for a Neat Account or Neat Incorporation Package within 60 days after using the Affiliate Reference;
C) he Referred User is a person or corporate entity that does not yet hold a Neat Account or used a Neat Incorporation Package or initiated a Neat Account application or Neat Incorporation Package prior to first using the Affiliate Reference;

D) the Referred User is not known to the Company via the Company’s own marketing and business development activities application prior to first using the Affiliate Reference;
E) the Referred User satisfies our internal compliance checks;
F) the Referred User, for one or more of the Neat Business Products meets the specific terms outlined in Schedule A.

“Taxes” means any tax, levy, impost, duty or similar charge or fee (including value added tax, goods and services tax, withholding tax and income tax).

“Third Party Platform” means the affiliate tracking software platform known as Tapfiliate (and as located at https://tapfiliate.com/) or other third party tracking software platform that may be used by the Company from time to time.

“Unsuccessful Compliance Referrals” means Referred Users that do not satisfy our internal compliance checks (see “Successful Referral” (E))

“Unsuccessful Threshold” means the percentage limit of of Unsuccessful Compliance Referrals as set out in Schedule A, as updated by the Company from time to time

“Neat”, “us”, “our”, “we” means Neat Limited, a company incorporated in Hong Kong with company number 2312276 and whose registered office is at 10/F, China Hong Kong Tower, 8-12 Hennessy Road, Wan Chai, Hong Kong, a licensed money service operator (license number: 19-06-02796).

1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of these terms.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.8 A reference to writing or written includes faxes and email.

1.9 References to clauses and Schedules are to the clauses and Schedules of these terms and references to paragraphs are to paragraphs of the relevant Schedule.

1.10 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.11 A reference to these terms includes these terms as well as Neat’s Website Terms, Neat’s Privacy Policy, Neat’s Website Acceptable Use Policy (collectively, the “Other Terms”, which are incorporated by reference. In the event of a conflict between these terms and the Other Terms, these terms will prevail.

2. Company’s obligations

2.1 Within 7 days of the end of each Quarter, we will provide the Affiliate with a report in our standard form setting out for the relevant Quarter the total number of:

A) Referred Users who have registered on the Website after using an Affiliate Reference;
B) Successful Referrals;
C) Unsuccessful Compliance Referrals; and
D) completed Affiliate Trainings.

2.2 We may at any time or times without prior notice to Affiliate:

A) change the Website;
B) change the Affiliate Guidelines and/or provide new or additional instructions prescribing the permitted form and manner in which the Affiliate may refer to the Company; and
C) target the Website at potential customers in such additional countries or regions as it chooses.

2.3 These Terms are non-exclusive and do not prevent or restrict us from entering into similar or different agreements with third parties or engaging in its own marketing and business development activities. We make no representation that the terms of these terms are similar to or the same as the terms of any other agreement it has entered or may enter into with any third party.

3. Affiliate’s obligations

3.1 The Affiliate shall apply to become an affiliate of the Company by clicking on the link to the Affiliate Sign-Up Form to be provided by the Company and available via the Third Party Platform and completing the Affiliate Sign-Up Form. By submitting the Affiliate Sign-Up Form, the Affiliate will also be required to accept the terms and conditions of the Third Party Platform. The Company may accept or reject the Affiliate’s application at its sole discretion. If the Company rejects the Affiliate’s application, these terms will come to an end.

3.2 The Affiliate is solely responsible for ensuring that all information provided by it in the Affiliate Sign-Up Form (including information relating to its own Neat Multi-currency Wallet or other account into which Commission payments are to be made) is accurate and complete.

3.3 The Affiliate shall conduct its referral activities in respect of the Company:

A) strictly in accordance with these terms, including without limitation the Affiliate Guidelines, any Marketing Materials and participating in the Affiliate Training;
B) via online or offline means, but will not target any companies having any connection to restricted countries or engaging in any of the banned industries (the list of which Company will notify Affiliate from time to time) and will ensure its Unsuccessful Compliance Referrals remain below the Unsuccessful Threshold ;
C) only in connection with Neat Business Products.

3.4 Subject to the restrictions set out in these terms(including the Affiliate Guidelines) and applicable law, the Affiliate shall use all reasonable commercial efforts using the Marketing Materials, to market and promote the Website and the permitted Neat Business Products available on it so as to generate the maximum number of Successful Referrals.

3.5 The Affiliate may use the Company trade mark, trade dress, domain name, logo, and other elements of branding or any content belonging to the Company (“Intellectual Property”) in the manner set out in the Marketing Materials and Marketing Guidelines.

3.6 The Company grants to the Affiliate a limited, non-exclusive, royalty-free, revocable licence (with no right of transfer or sub-licence) to use the Company’s Intellectual Property solely to the extent required to perform the Affiliate’s activities as permitted by these terms,the Marketing Guidelines, Marketing Materials and subject to any additional conditions imposed by the Company. For the avoidance of doubt, nothing in these terms permits the Affiliate to use any trade marks, trade dress, domain name, logo and other elements of branding or content of a third party in some way connected to the Company.

3.7 The Affiliate shall provide the Company with:

A) all co-operation in relation carrying out these terms; and

B) all access to such information as may be required by the Company
as is necessary for the proper performance of the Company’s obligations under these terms, including removing or ceasing any references to Company or the Affiliate Reference at any time on demand by the Company.

3.8 The Affiliate acknowledges and agrees that it has no authority to legally bind the Company in relation to Referred Users, other users or anyone else and that it has not been appointed and is not the agent of the Company for any purpose. The Affiliate agrees that it shall not make to anyone any representation or commitment about the Company, the Website or any of the products or services available to be bought on the Website.

3.9 The Affiliate shall comply with all laws and regulations applicable in the jurisdiction in which the Affiliate or Referred Users or potential Referred Users are located, in connection with the Affiliate’s activities under these terms and its business, including without limitation:

A) applicable data protection laws;
B) applicable advertising and marketing laws (such as the Unsolicited Electronic Messages Ordinance (Cap 593, Laws of Hong Kong) and the FCA Handbook and Financial Services and Markets Act 2000 in the United Kingdom);
C) applicable laws relating to the disclosure of affiliate activities, payment of commissions, sponsored posts and affiliate links.

3.10 The Affiliate shall comply with any third party terms of service used by it in connection with its activities under these terms, including without limitation applicable terms and conditions of the Third Party Platform.

3.11 The Affiliate acknowledges that there are strict requirements and restrictions imposed by applicable law in relation to the marketing of financial and related products and services and undertakes to:

A) at all times comply with the Affiliate Guidelines
B) use the Marketing Materials in the prescribed manner;
C) participate in the Affiliate Training and testing as prescribed by Neat; and
D) comply with any new or additional instructions prescribing the permitted form and manner in which the Affiliate may refer to the Company from time to time.

3.12 In the event of any delays in the Affiliate’s provision of assistance as agreed by the parties, the Company may adjust any dates for performance or delivery provided to the Affiliate as reasonably necessary.

3.13 The Affiliate shall notify the Company of any material change to its business model, business nature or website content within 7 days of such change.

4. Charges and payment

4.1 The Company will provide the Affiliate:

A) the Commission in respect of each Successful Referral in accordance with Schedule A; or
B) for Community Referrals, the Commission will be paid into the Successful Referral’s Neat Multi-currency Wallet.

4.2 Commission is payable:

A) within 7 days of the end of each Quarter, in respect of Successful Referrals in that Quarter; and
B) only once all the conditions of a Successful Referral have been met (as set out in the definition of “Successful Referral” in clause 1); and
C) for Successful Referrals for the Neat Business Services only, only those who have collected any amount into their Neat Multi-currency Wallet within the previous Quarter; and
D) into the Affiliate’s self-named account.

4.3 The Affiliate acknowledges and agrees that:

A) no payments are due to it under these terms otherwise than as expressly set out in these terms;
B) subject to clause 4.3(C), all sums payable under these terms are inclusive of Taxes and if any Taxes are chargeable, it is the responsibility of the Affiliate to ensure that such Taxes are duly paid;
C) the Company shall make all payments under these terms without withholding or deduction of, or in respect of, any Taxes unless required by applicable law. If any such withholding or deduction is required, the Company shall withhold or deduct the required amount and will only be liable to pay to the Affiliate the remaining balance after such withholding or deduction;
D) the Company has a right to hold and claw-back any payments where there has been a breach or it reasonably believes there has been a breach of these, including but not limited to, a breach of clause 3.3, clause 3.10 and clause 3.11.

4.4 The Affiliate shall notify the Company of any change in its contact or address details and remains responsible for duly completing all relevant forms requiring completion by any taxation or other government authority in relation to its activities under these terms.

4.5 The report that the Company sends to the Affiliate under clause 2.1 shall include a statement of the amounts due from the Company to the Affiliate for Successful Referrals in the Quarter to which the report relates. Except in the case of manifest error, the Company shall pay into the self-named account of the Affiliate the amount thereby shown to be due.

4.6 The Company shall ensure that undisputed Commissions are paid to the Neat Multi-currency Wallet or other account nominated by the Affiliate in its Affiliate Sign-Up Form.

4.7 The Affiliate acknowledges and agrees that the Company is not liable and has no responsibility to reimburse or pay any amount to the Affiliate arising out of any error that the Affiliate has made in providing the correct details of the account into which the Commission is to be paid.

4.8 The Affiliate acknowledges that it bears all responsibility for any fixed, currency conversion or other fees that may be charged by receiving or intermediary institutions.

5. Proprietary rights

5.1 The Affiliate acknowledges and agrees that the Company and its licensors own all intellectual property rights in the Website and all the Company’s products and services. Except as expressly stated herein, these terms does not grant the Affiliate any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences belonging to the Company. All such rights are reserved to the Company.

6. Confidentiality

6.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 6.2.

6.2 Each party may disclose the other party’s confidential information:

A) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with these terms. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 6; and
B) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

6.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these terms.

6.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

6.5 This clause 6 shall survive termination of these terms, however arising.

7. Data protection

7.1 The Parties shall at all times adhere to the Privacy Policy, as available on the Website.

8. Indemnity

8.1 The Affiliate shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Company arising out of or in connection with the Affiliate’s breach of these terms.

9. Limitation of liability

9.1 This clause 9 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Affiliate:

A) arising under or in connection with this agreement; and
B) in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with these terms.

9.2 Except as expressly and specifically provided in these terms, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these terms.

9.3 Nothing in this agreement excludes the liability of the Company: (A) for death or personal injury caused by the Company’s negligence; or
(B) for fraud or fraudulent misrepresentation.

9.4 Subject to clause 9.3:

A) the Company shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under these terms; and
B) the Company’s total aggregate liability 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 these terms shall be limited to the amount paid under these terms by the Company to the Affiliate during the 12 months preceding the date on which the claim arose.

C) without prejudice to clauses 9.4(A) or 9.4(B), the Affiliate acknowledges that the Third Party Platform is owned and operated by a third party unrelated to the Company and the Company has no control over such third party; accordingly, the Company excludes all liability for any failure, error, delay, disruption, technical issue, non-availability or interruption, transmission error, illegal intervention, interception, suspension, delay, loss, mutilation, virus, technologically harmful material, cancellation of service or other failure of, or arising in connection with your use of, the Third Party Platform.

10. Duration and termination

10.1 These terms shall commence on the Effective Date and shall continue until terminated as provided in this clause 10 or clause 3.1.

10.2 The Company may suspend or terminate these terms immediately on notice (including notice by email) at any time:

A) if the Company cancels, terminates, discontinues or withdraws, in whole or in part, its affiliate marketing programme;
B) if the Third Party Platform cancels, terminates, discontinues or withdraws, in whole or in part, its services to the Company or to the Affiliate;
C) if the Affiliate makes any material change to its business model, business nature or website content; or
D) if the Affiliate reaches the Unsuccessful Threshold;
E) if the Affiliate fails to participate in the Affiliate Training and pass any related test, as required by the Company;
F) for any reason for convenience, and any such suspension or termination will be without liability by the Company to the Affiliate.

10.3 Without prejudice to any other rights or remedies to which the the Company may be entitled, the Company may terminate these terms without liability to the Affiliate if:

A) he Affiliate commits a material breach of any term of these terms which breach is irremediable or (if such a breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
B) the Affiliate suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of applicable insolvency laws in Hong Kong;
C) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Affiliate (being a company);
D) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Affiliate (being a company);
E) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
F) a person becomes entitled to appoint a receiver over all or any of the assets of the Affiliate or a receiver is appointed over all or any of the assets of the Affiliate;
G) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Affiliate’s assets and such attachment or process is not discharged within 14 days;
H) the Affiliate commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;
I) the Affiliates uspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
J) the Affiliate fails to comply with the Company’s compliance requirements; or
K) there is a change of control of the Affiliate.

10.4 The Affiliate acknowledges and agrees that a breach of its obligations under clause 3.9, clause 3.10 or clause 3.11 is a material breach.

10.5 The Affiliate may terminate these terms by providing 30 days written notice to the Company.

11. Consequences of termination

11.1 On termination of this agreement for any reason: A) all licences and benefits granted under this agreement shall immediately terminate;
B) each party shall return and make no further use of any Confidential Information, equipment, property, materials and other items (and all copies of them) belonging to the other party; and
C) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

12. Force majeure

Neither party shall be in breach of these terms nor liable for delay in performing, or failure to perform, any of its obligations under these terms if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for six months, the party not affected may terminate these terms by giving 30 days’ written notice to the affected party.

13. Waiver

No failure or delay by a party to exercise any right or remedy provided under these terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

14. Rights and remedies

The rights and remedies provided under these terms are in addition to, and not exclusive of, any rights or remedies provided by law.

15. Severance

15.1 If any provision or part-provision of these terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these terms.

15.2 If any provision or part-provision of these terms is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

16. Entire agreement

16.1 These terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

17. Assignment and other dealings

17.1 The Affiliate shall 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 these terms without the prior written consent of the Company.

17.2 The Company may at any time 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 these terms.

18. No partnership or agency

Nothing in these terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorize any party to make or enter into any commitments for or on behalf of any other party.

19. Variation

These terms may be amended unilaterally by us, by providing you with 30 day’s notice. These changes will be deemed to have been accepted by you where you do not, before the proposed date of the entry into force of the changes, notify us to the contrary. If you do notify us to the contrary, your notification will be deemed to be a notice that you wish to terminate your status as an affiliate of Neat’s affiliate network and these terms as of the date upon which the changes are to take effect.

20. Third party rights

A person who is not a party to these terms shall not have any rights under the Contracts (Rights of Third Parties) Ordinance (Cap. 623, Laws of Hong Kong) to enforce any term of these terms.

21. Notices

21.1 Any notice given to a party under or in connection with these terms shall be in writing and shall be sent by email to the following email addresses:
COMPANY: [email protected]
AFFILIATE: the primary email address listed on the Affiliate Sign-Up Form (or as updated from time to time by Affiliate in its affiliate account on the Third Party Platform).

21.2 Any notice shall be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

22. Governing law

These terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the laws of Hong Kong.

23. Jurisdiction

Each party irrevocably agrees that the courts of Hong Kong shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these terms or its subject matter or formation.

24. Conflict

These terms have been translated into Chinese or any other non-English language. If there is any inconsistency or ambiguity between the English version and the ther language version, the English version shall prev

SCHEDULE A: NEAT BUSINESS PRODUCTS SPECIFIC TERMS

PART A – Neat Business Product Successful Referral Terms

**Hong Kong

A Successful Referral for a: A). Hong Kong Neat Account, holds a valid Neat Account and the Referred User has received first payment of US$650 or more (or the equivalent in another currency) into their Neat Multi-currency Wallet within 90 days of their Nest Account being activated; or
B). Hong Kong Neat Incorporation Package, has been approved by Neat’s compliance department and has paid the required fee to use the Neat Incorporation Package.

United Kingdom A Successful Referral for a: C). UK Neat Business Account, holds an opened and valid Neat Business Account and into which the Referred User has made its first payment of GBP 500 or more (or the equivalent in another currency) into that Neat Business Account within 90 of such account being opened; or
D). UK Neat Incorporation Package, has been approved by Neat’s compliance department and has paid the required fee to use the Neat Incorporation Package.

PART B – Successful Referral Commission

Commission per Successful Referral:commision.png

PART C – Affiliate Training The Affiliate must complete: E). Affiliate Training every six months, or as otherwise determined by the Company; and F). Affiliate Training testing, as and when required by the Company.

PART D – Unsuccessful Threshold The Affiliate’s Unsuccessful Compliance Referrals must remain below 30% of all of its Referred Users (“Unsuccessful Threshold”).

SCHEDULE B: MARKETING GUIDELINES

This Schedule A sets out a non-exhaustive list of “do’s” and “don’ts” that the Affiliate must abide by in performing any activities relating to these terms.

Do’s

  1. The Affiliate, and all its relevant staff, must complete the Affiliate Training and related tests, as prescribed by the Company.
  2. The Affiliate is permitted to promote the Affiliate Referencevia email, on their social media, website, platform and application.
  3. The Affiliate is permitted to link its own content (e.g. blog post), which includes the Affiliate Web Link, through paid advertising campaigns.
  4. The Affiliate must comply with clause 3.5 and only use the Marketing Material as prescribed and in accordance with these Marketing Guidelines.
  5. The Affiliate should clearly indicate in any communication with the recommended users that the company is a fintech solution platform located in Hong Kong.
  6. Comply with all relevant laws and regulations, including but not limited to advertising laws and guidelines.
  7. The Affiliate should clearly indicate in any communication with the recommended users that the company is not a bank and fintech solution platform located in Hong Kong and the United Kingdom.
  8. The Affiliate should remind the recommended users that the Referred User’s themselves are obliged to ensure that they comply with applicable foreign exchange, overseas investment and other applicable laws. The Company does not assume any responsibility for the user’s own violations of foreign exchange, overseas investment and other applicable laws.
  9. You may include the contact details of the Neat HK Customer Support team:
    – email at [email protected]: or
    – phone at +852 30016328. If you include these support details, you must include a note that it relates to a Hong Kong service (see note 5 above).

Don’ts 10. The Affiliate is not permitted to directly use the Affiliate Reference in any “pay per click”, automated lead generation services or other paid advertising campaigns (e.g. Google AdWords). The Affiliate is permitted to link its own content (e.g. blog post), which includes the Affiliate Reference, through paid advertising campaigns. 11. The Affiliate must ensure that any content that it links or otherwise associates with the Company:
– does not infringe any patent, trademark, copyright or other proprietary rights that belong to another person and to which the Affiliate does not have any right to use;
– is not harmful, harassing, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering/ terrorist financing or gambling, or otherwise unlawful in any manner whatever;
– is not deceptive, misleading, unlawful or fraudulent. 12. The Affiliate must ensure that it does not misrepresent the relationship between the Company and the Affiliate (including representing that it is an agent of the Company or can act on behalf of the Company). 13. The Affiliate is not permitted to recruit other affiliates to publish the Affiliate Reference or run any multi-level marketing campaigns. 14. The Affiliate must not make any statements or representations or otherwise hold the Company out as carrying on any banking business in any jurisdiction. “Banking business” should be construed broadly and includes receiving money from the general public on current, deposit, savings, or other similar accounts payable on demand. For example, in any communications or statement you make in your affiliate activities:
– do not refer to Neat as a bank;
– do not refer to the services provided by Neat as bank accounts, current accounts, deposit accounts, savings accounts, virtual bank accounts, virtual current accounts, virtual deposit accounts, virtual savings accounts, or any other phrasing that is generally understood to refer to a kind of bank account;
 you may refer to the services offered by Neat as “alternative to a corporate bank account”, “multi-currency wallet”, “dedicated payment instructions”, but avoid any phrases or other indications which might suggest that Neat’s virtual accounts are bank accounts. All affiliates receive an information kit with boiler plates and descriptions to describe Neat’s services.