{"id":14070,"date":"2026-07-22T11:08:44","date_gmt":"2026-07-22T11:08:44","guid":{"rendered":"https:\/\/usetokenpay.com\/?page_id=14070"},"modified":"2026-07-22T11:17:08","modified_gmt":"2026-07-22T11:17:08","slug":"agb-partner","status":"publish","type":"page","link":"https:\/\/usetokenpay.com\/en\/agb-partner\/","title":{"rendered":"General Terms and Conditions for TokenPay Partners"},"content":{"rendered":"<div data-elementor-type=\"wp-page\" data-elementor-id=\"14070\" class=\"elementor elementor-14070\" data-elementor-post-type=\"page\">\n\t\t\t\t<div class=\"elementor-element elementor-element-6d003be e-flex e-con-boxed e-con e-parent\" data-id=\"6d003be\" data-element_type=\"container\" data-e-type=\"container\">\n\t\t\t\t\t<div class=\"e-con-inner\">\n\t\t\t\t<div class=\"elementor-element elementor-element-f6d7645 elementor-widget elementor-widget-heading\" data-id=\"f6d7645\" data-element_type=\"widget\" data-e-type=\"widget\" data-widget_type=\"heading.default\">\n\t\t\t\t<div class=\"elementor-widget-container\">\n\t\t\t\t\t<h2 class=\"elementor-heading-title elementor-size-default\">General Terms and Conditions for TokenPay Partners<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t<div class=\"elementor-element elementor-element-72f6552 e-flex e-con-boxed e-con e-parent\" data-id=\"72f6552\" data-element_type=\"container\" data-e-type=\"container\">\n\t\t\t\t\t<div class=\"e-con-inner\">\n\t\t\t\t<div class=\"elementor-element elementor-element-a5a95a1 elementor-widget elementor-widget-text-editor\" data-id=\"a5a95a1\" data-element_type=\"widget\" data-e-type=\"widget\" data-widget_type=\"text-editor.default\">\n\t\t\t\t<div class=\"elementor-widget-container\">\n\t\t\t\t\t\t\t\t\t<p>Contracting party: UhuPay GmbH, Mergenthalerallee 73\u201375, 65760 Eschborn, Germany (\u201eCompany\u201c)<\/p><h3>preamble<\/h3><p>(1) The company operates a software and service platform under the TokenPay brand for international payment, transfer, on\/off ramp and infrastructure offerings related to international transactions and currencies, as well as digital assets and regulated financial partners.<\/p><p>(2) The company works with independent partners who raise awareness of TokenPay&#039;s offerings among contacts and customers and assist in establishing contact. These partners are an essential part of the TokenPay partner program.<\/p><p>(3) These General Terms and Conditions (\u201eGTC\u201c or \u201eAgreement\u201c) govern exclusively the legal relationship between the company and the partner. They do not govern the relationship between the company and customers, between the partner and customers, or between the partner and third parties, unless expressly agreed otherwise.<\/p><p>(4) Customers establish their business relationship with the company or the TokenPay group of companies on the basis of separate customer agreements (in particular, the General Terms and Conditions for Customers and the Privacy Policy). The partner is not a party to these agreements.<\/p><p>(5) The original version of this agreement is written in German. Any translations are provided solely for convenience and are not legally binding. Only the German version is authoritative.<\/p><h3>\u00a7 1 Conclusion of contract, validity and electronic consent<\/h3><p>(1) This agreement shall be concluded when the partner registers in the TokenPay partner program, successfully completes the onboarding process provided by the company, including identity and\/or company verification (KYC\/KYB), and the company confirms the partnership, or when the company expressly accepts the partnership in writing.<\/p><p>(2) By registering and\/or by ticking the confirmation box or by continuing to use the partner program after notification of a new version, the partner declares that he has fully read, understood and accepted these Terms and Conditions including Annex 1 (Code of Conduct).<\/p><p>(3) The company is entitled to amend these Terms and Conditions and the appendices. Amendments will be communicated to the partner in written form (e.g., by email or via the service offering). For amendments to the commission or remuneration provisions pursuant to Section 10, a notice period of at least thirty (30) calendar days prior to their effective date applies. For other significant amendments, a reasonable notice period applies. If the partner does not object within thirty (30) calendar days of receiving the notification and does not give proper notice of termination by the effective date, the amendments will be deemed accepted. The company will inform the partner of this legal consequence in the notification.<\/p><p>(4) The partner acts exclusively as an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). He does not enter into this agreement as a consumer. This also applies if the partner acts as a natural person, under his private name, or without being registered in a commercial or professional register. The partner declares that he conducts the partnership exclusively for business purposes and is solely responsible for clarifying the tax consequences of his activities.<\/p><p>(5) A prerequisite for participation in the partner program is that the partner<\/p><ul><li><p>is fully competent and able to enter into a legally binding contract with the company,<\/p><\/li><li><p>is not subject to economic or trade sanctions administered or enforced by a government agency,<\/p><\/li><li><p>is not on a list of banned or restricted parties,<\/p><\/li><li><p>is not a citizen or resident of a jurisdiction that is subject to comprehensive nationwide, territorial or regional economic sanctions of the Federal Republic of Germany, the European Union or the United States of America, where applicable,<\/p><\/li><li><p>complies with the requirements for export control and sanctions pursuant to Section 5, paragraphs 16 to 18.<\/p><\/li><\/ul><p>(6) Order of precedence in case of conflicts: (i) individual agreement between company and partner in written form, (ii) these General Terms and Conditions, (iii) Annex 1.<\/p><p>(7) Amendments and supplements to this agreement, including this written form clause, must be in writing unless a stricter form is required by law. Operational communications may be made in text form (Section 18, paragraph 4).<\/p><p>(8) Any conflicting, deviating or supplementary general terms and conditions of the partner shall not become part of the contract, even if the company does not expressly object to them, unless the company has expressly agreed to their validity in text form.<\/p><h3>\u00a7 2 Definitions<\/h3><p>(1) <strong>Businesses<\/strong> UhuPay GmbH, Mergenthalerallee 73\u201375, 65760 Eschborn, Germany, is designated as the contracting party to this agreement. Where these terms and conditions refer to &quot;TokenPay&quot; as a contracting party or partner program, this refers to the company itself, unless the TokenPay group of companies or another group company is explicitly named.<\/p><p>(2) <strong>TokenPay Group of Companies<\/strong> The term &quot;TokenPay&quot; refers to the company and its affiliated and associated companies, in particular Flamingo GmbH, UhuToken Blockchain Servicegesellschaft mbH, Kolibri GmbH, Albatross UG (limited liability), and other local sales companies operating under the TokenPay brand. The TokenPay group of companies does not include TokenPay financial partners as defined in paragraph 7. The mention of individual companies by name is for informational purposes only; it does not establish any contractual relationship, liability, or direct claims against these companies. The sole contractual party is the company (paragraph 1).<\/p><p>(3) <strong>partner<\/strong> This refers to the natural or legal person who has entered into this agreement with the company and participates in the TokenPay partner program. The partner is always an entrepreneur (Section 1, Paragraph 4).<\/p><p>(4) <strong>Partner types.<\/strong> The partner belongs to one of the following types; the types do not establish different rights or obligations under this agreement, but serve to describe the partnership:<\/p><ul><li><p><strong>Sales partnership:<\/strong> The partner knows individuals, companies, or organizations that have or might have a need for TokenPay services.<\/p><\/li><li><p><strong>Community partnership:<\/strong> The partner has reach \u2013 a target group listens to him, watches his posts or participates in his events.<\/p><\/li><li><p><strong>Advertising partnership:<\/strong> The partner operates a platform, website or event and wants to offer visitors added value through TokenPay offers.<\/p><\/li><\/ul><p>(5) <strong>Contact<\/strong> refers to a natural or legal person or organization that is recommended by the partner and is not yet a customer within the meaning of paragraph 6 at the time of the recommendation or assignment.<\/p><p>(6) <strong>customer<\/strong> refers to a natural or legal person or organization that has established a customer relationship with the company or a member of the TokenPay group of companies after successful onboarding, and this relationship still exists.<\/p><p>(7) <strong>TokenPay financial partner<\/strong> TokenPay financial partners are regulated financial institutions or other regulated service providers that provide financial services in connection with TokenPay offerings. TokenPay financial partners are not members of the TokenPay group of companies.<\/p><p>(8) <strong>TokenPay<\/strong> refers to the software, platform and service offerings of the company and the TokenPay group of companies, including websites under usetokenpay.com and subdomains, dashboards, APIs, partner sites, modules and associated services, regardless of the supported technical design.<\/p><p>(9) <strong>Service offering<\/strong> refers to the digital platform offerings through which partners and customers interact with TokenPay, including individual and corporate dashboards, support channels, information offerings and the integration of third-party services.<\/p><p>(10) <strong>Marketable products<\/strong> This includes in particular WorldTransfer, WorldRamp, investment in TokenPay (UhuTokens), TokenPay infrastructure, other or individual solutions, as well as licenses and other products that the company has identified to the partner in writing or in the service offer as being suitable for distribution.<\/p><p>(11) <strong>mediation<\/strong> or <strong>distribution<\/strong> refers to all activities of the partner through which contacts are made aware of the company&#039;s marketable products or are introduced to the company.<\/p><p>(12) <strong>Fee and transaction terms<\/strong> (Basis for calculating commissions):<\/p><ul><li><p><strong>Gross transaction amount:<\/strong> the total amount of the respective transaction initiated by the customer before deduction of fees, taxes or other deductions, insofar as these are relevant for the calculation of the commission in terms of product and contract;<\/p><\/li><li><p><strong>Gross fee:<\/strong> the total fee that the customer ultimately pays;<\/p><\/li><li><p><strong>Net fee:<\/strong> the total fee that remains within the TokenPay group of companies;<\/p><\/li><li><p><strong>Decentralized fee:<\/strong> a decentralized fee collected in decentralized smart contracts;<\/p><\/li><li><p><strong>TokenPay financial partner fee:<\/strong> the fees of the TokenPay financial partner;<\/p><\/li><li><p><strong>Platform fee:<\/strong> the fee for the main TokenPay company (platform operator);<\/p><\/li><li><p><strong>Distribution company fee:<\/strong> the fee that may be received by local sales companies within the TokenPay group of companies.<\/p><\/li><\/ul><p>The following applies: Gross fee = TokenPay financial partner fee + decentralized fee + platform fee + distribution company fee; Net fee = platform fee + distribution company fee.<\/p><p>(13) <strong>Infrastructure revenue terms:<\/strong><\/p><ul><li><p><strong>Initial sales:<\/strong> Revenue and commission on the project revenue generated during the initial project or offer period, primarily up to the completion of an initial offer framework, including extensions within this framework without a new offer;<\/p><\/li><li><p><strong>Further developments:<\/strong> further offers and additions within its scope that do not require a new offer;<\/p><\/li><li><p><strong>Ongoing costs:<\/strong> Maintenance, updates, servers and similar recurring costs;<\/p><\/li><li><p><strong>Sponsored projects:<\/strong> Projects sponsored by the company for strategic reasons, with the subcategories sponsored initial revenue, sponsored development, and sponsored ongoing costs.<\/p><\/li><\/ul><p>(14) <strong>Net purchase price<\/strong> refers to the effective purchase amount used to buy UhuTokens.<\/p><p>(15) <strong>Minimum Consumable Fee<\/strong> If minimum fees are agreed upon for other products, the difference to the minimum fee is designated as the potentially relevant amount for the commission calculation.<\/p><p>(16) <strong>Purchasing margin<\/strong> In the case of licenses or other products, this refers to the margin that UhuPay GmbH or the responsible sales company achieves when purchasing; a commission can only be paid on this margin.<\/p><p>(17) <strong>Partner ID<\/strong>, Partner slug, tracking link: identifiers for attribution of contacts and customers; the partner slug appears particularly in URLs of the partner site (e.g. usetokenpay.com\/{partner-slug}) and in tracking parameters (e.g. ?partner=).<\/p><p>(18) <strong>Onboarding<\/strong> refers to the identity and company verification (KYC\/KYB) of the partner as well as the setup of the TokenPay account.<\/p><p>(19) <strong>TokenPay account<\/strong> refers to the account set up by the company for the partner within the service offering, including the associated wallet functions for commission payouts.<\/p><p>(20) <strong>Premium Partner<\/strong> This is solely a marketing designation that the company can assign at its own discretion. It does not establish any additional rights or obligations.<\/p><h3>\u00a7 3 Subject matter of the contract<\/h3><p>(1) The company permits the partner to refer and promote marketable products to contacts under this agreement.<\/p><p>(2) The company provides the partner with access to the partner program. This includes, where approved by the company, in particular an individual partner page, sales materials, and co-branding solutions in dashboards. There is no entitlement to a specific minimum set of features.<\/p><p>(3) There is no exclusivity. This agreement does not establish an employment, commercial agency, franchise, or partnership relationship. The partner is an independent entrepreneur and, in particular, not a commercial agent within the meaning of Sections 84 et seq. of the German Commercial Code (HGB); the provisions governing commercial agents do not apply.<\/p><p>(4) Consulting services, intellectual property licenses, know-how transfers or infrastructure development projects that go beyond brokerage require a separate written agreement between the company and the partner or the customer.<\/p><h3>\u00a7 4 Rights and obligations of the company<\/h3><p>(1) The Company owns and reserves all rights to TokenPay, the service offering, and related license, trademark, copyright and other intellectual property rights.<\/p><p>(2) The company shall provide the service with reasonable care, but shall not be liable for uninterrupted availability (Section 12(2)).<\/p><p>(3) The company may enable the integration of third-party providers and TokenPay financial partners. It assumes no responsibility for the content, services, or actions of such third parties, unless it is content created by the company itself (\u00a7 16).<\/p><p>(4) The company is entitled to use the partner&#039;s trade name and logo in an appropriate form for its own reference and marketing purposes, in particular on its website, in presentations, at events and in information materials.<\/p><p>(5) The company decides at its own discretion on the acceptance of contacts as customers, the allocation of business opportunities, and customer support. The company decides on the recognition of a referral and the entitlement to a commission at its reasonable discretion (Section 315 of the German Civil Code).<\/p><p>(6) The company may provide and maintain an individual partner page for the partner at usetokenpay.com, insofar as this is provided for in the partner program.<\/p><p>(7) The company may assign optional special designations to the partner (e.g., \u201ePremium Partner\u201c). These are solely for marketing purposes (Section 2, Paragraph 20).<\/p><p>(8) The company shall support referred customers within the framework of the respective applicable customer contracts and the support processes provided by the company.<\/p><p>(9) The company is entitled to further develop, modify, restrict, or discontinue its service offerings and the scope of products available for sale, provided this is reasonable for the partner, taking into account the legitimate interests of both parties. Any commission claims already accrued by the partner remain unaffected.<\/p><h3>\u00a7 5 Rights and obligations of the partner<\/h3><p>(1) The partner is obliged to broker and promote marketable products exclusively in accordance with this agreement.<\/p><p>(2) The partner shall perform its activities conscientiously, transparently and professionally, uphold the reputation of TokenPay and refrain from making misleading or inaccurate statements.<\/p><p>(3) The partner shall disclose to contacts that he receives remuneration from the company for successful referrals, if he is asked about this or if directly applicable legal provisions require disclosure.<\/p><p>(4) The partner shall bear on his own responsibility all taxes, duties and social security obligations arising from his activities and from commissions received.<\/p><p>(5) The partner is not entitled to pass on parts of the commission to contacts or third parties as an incentive for referrals or to share the remuneration with contacts (anti-kickback), unless the company has expressly approved this in writing beforehand.<\/p><p>(6) The Partner shall not declare fees charged to contacts or customers as fees of the company or the TokenPay group of companies.<\/p><p>(7) All costs of the brokerage activity shall be borne by the partner; no reimbursement shall be made by the company.<\/p><p>(8) The partner is not authorized to make binding declarations on behalf of the company, to conclude contracts, to receive customer funds or to process payments on behalf of the company.<\/p><p>(9) The Partner shall have all licenses, registrations and memberships that are legally required for his professional activity and brokerage at his registered office and place of operation, and shall inform the Company immediately of any changes to or loss of these.<\/p><p>(10) The partner shall comply with the relevant regulations on combating money laundering, terrorist financing, bribery and corruption, as well as the relevant sanctions regulations, at least to the extent indicated by the recommendations of the Financial Action Task Force (FATF), and shall assist the company in compliance checks relating to facilitated contacts.<\/p><p>(11) The partner shall disclose any existing conflicts of interest without delay and shall treat contacts fairly and appropriately.<\/p><p>(12) The partner shall, upon request, provide the company with truthful and complete information, supply the necessary documents and cooperate in allocation and compliance checks.<\/p><p>(13) The Partner shall refrain from any actions that impair the proper operation of the service offering and shall not infringe any third-party rights or proprietary rights of the Company, unless the use is within the scope authorized by the Company (Section 8).<\/p><p>(14) The Partner is not entitled to outsource the brokerage to sub-brokers, sub-affiliates or other third parties without the prior written consent of the Company.<\/p><p>(15) Employees and affiliated companies of the Partner may participate in the mediation; the Partner remains fully responsible for their actions.<\/p><p>(16) The Partner shall comply with the relevant provisions of export control and sanctions law of the European Union, the Federal Republic of Germany and, where applicable, the United States of America.<\/p><p>(17) The partner does not broker any business with sanctioned persons or entities or in prohibited jurisdictions.<\/p><p>(18) The partner shall immediately inform the company of any hits in screening lists as well as any well-founded suspicions.<\/p><p>(19) The partner shall keep the master, contact and payment details stored in its TokenPay account up to date and shall communicate any changes immediately.<\/p><h3>\u00a7 6 Onboarding, TokenPay account, identity verification<\/h3><p>(1) Participation in the Partner Programme requires that the Partner has successfully completed an onboarding process, including identity and\/or company verification (KYC\/KYB), before commencing full Programme activities.<\/p><p>(2) Each partner receives a TokenPay account. Commission payments are made to this account by default (Section 10, Paragraph 6).<\/p><p>(3) The partner agrees that the company may transfer his data to third-party providers for the purpose of carrying out identity and compliance checks, insofar as this is necessary for onboarding.<\/p><p>(4) The company is entitled to request the partner to submit current identity and company documents at any time. If the partner refuses to cooperate as required in these checks, the company may suspend or terminate the partnership.<\/p><p>(5) If onboarding fails or there is reasonable suspicion of reputational damage or insufficient verification, the company is entitled to terminate this agreement without notice.<\/p><h3>\u00a7 7 Contact Notification, Attribution and Lead Management<\/h3><p>(1) The partner is obliged to prove the attribution of contacts and customers to his person and to demonstrate that the attribution was made via one of the permissible methods mentioned in paragraph 2.<\/p><p>(2) Permissible allocation methods are:<\/p><ul><li><p>(a) Self-registration of the contact via the individual partner page or via a tracking link with partner slug or partner ID;<\/p><\/li><li><p>(b) Registration of the contact via the designated page for submitting contacts (currently usetokenpay.com\/gemeinsam-wachsen\/, subject to change) with the consent of the contact;<\/p><\/li><li><p>(c) Forwarding via internal messaging services (WhatsApp, Telegram, Slack or similar) or by email to a TokenPay contact person or to <a href=\"mailto:support@usetokenpay.com\">support@usetokenpay.com<\/a>.<\/p><\/li><\/ul><p>(3) The Partner may only transmit personal data of contacts if he is authorized to do so and the contact has consented to being contacted by TokenPay (\u00a7 15).<\/p><p>(4) Only one partner can be specified per contact. In the event of an allocation conflict, the company has sole responsibility for making the decision.<\/p><p>(5) If several natural or legal persons are involved in an intermediation, the partner shall designate a contact person to the company and shall arrange the internal distribution of remuneration himself in compliance with applicable law.<\/p><p>(6) The partner cannot compel the company to perform certain actions towards customers.<\/p><p>(7) If the partner disputes the allocation or if it is missing, they must assert this in writing within ninety (90) calendar days from (i) the first documented contact with TokenPay or (ii) their own notification pursuant to paragraph 2. After this period, the right to subsequent allocation lapses.<\/p><h3>\u00a7 8 Partner materials, trademarks<\/h3><p>(1) The partner may only use official documents and web content approved by the company.<\/p><p>(2) Any marketing materials used by the company that include TokenPay names, logos, slogans or product descriptions require prior written approval from the company, unless they are taken unchanged from official company sources.<\/p><p>(3) A partner listing or quality seal may be awarded by the company at its own discretion; there is no legal entitlement to this.<\/p><p>(4) Upon termination of the partnership, the partner shall immediately cease using the trademark and remove any unauthorized materials.<\/p><p>(5) The company may revoke marketing permissions granted at any time with effect for the future; the partner shall then immediately cease the use concerned.<\/p><h3>\u00a7 9 Communication<\/h3><p>(1) The contract language is German. Any deviations from this language require the company&#039;s consent.<\/p><p>(2) Communication between the parties takes place via the service offering, by email, by telephone or via the messenger channels set up between partners and TokenPay.<\/p><p>(3) The partner is aware of the risks of unencrypted electronic communication. If it uses such channels, it shall indemnify the company against any third-party claims arising therefrom, to the extent permitted by law.<\/p><p>(4) The partner consents to the company recording telephone calls and electronic communications for the purposes of quality assurance, compliance, and evidence preservation, provided that the company informs the partner of this in advance. The partner may request access to stored data.<\/p><h3>\u00a7 10 Commissions and Remuneration<\/h3><p>(1) The partner receives a commission if a commissionable transaction attributable to him is concluded. The amount, basis of calculation, duration and other details of the remuneration are individually agreed between the parties before the commencement of the respective brokerage activity or immediately after the conclusion of a transaction and documented in writing (individual agreement).<\/p><p>(2) If the parties were unable to conclude an individual agreement before or at the time of a commissionable transaction, the company shall subsequently determine the appropriate commission at its reasonable discretion in accordance with Section 315 of the German Civil Code (BGB) and notify the partner of this determination in writing. Until such notification is given, there is no entitlement to payment. After notification, the commission for already completed and recognized transactions becomes due in accordance with the determination, unless mandatory statutory provisions stipulate otherwise.<\/p><p>(3) Unless expressly agreed otherwise, commissions for an assigned, commissionable transaction will be granted for a period of two (2) years from the conclusion of the respective transaction. There is no entitlement to commission beyond this period or for the entire duration of the customer relationship.<\/p><p>(4) Information on the website or in marketing materials regarding commission rates or remuneration ranges does not constitute a binding claim unless it has been expressly adopted in an individual agreement.<\/p><p>(5) All commissions are net amounts. Any applicable statutory value-added tax (VAT) will be shown and paid separately. If the reverse charge procedure (transfer of tax liability) applies to cross-border services, the company will show the commission without VAT; in this case, the tax liability is transferred to the partner. The partner shall promptly provide the company with the information necessary for the correct tax treatment, in particular their VAT identification number and VAT status, and keep this information up to date. The partner is responsible for any disadvantages arising from incorrect or omitted information.<\/p><p>(6) Commissions will be paid into the partner&#039;s TokenPay account. Payment to a bank account or by any other means requires a separate written agreement.<\/p><p>(7) Payment will be made in a stablecoin regulated in the partner&#039;s jurisdiction. The selection of the specific stablecoin and the technical implementation of the payment process are at the company&#039;s discretion. The commission will be calculated in euros; any currency conversions will be made at standard interbank exchange rates at the time of payment.<\/p><p>(8) A payout for each individual transaction (individual credit to the TokenPay account) will only be made if the amount is at least ten (10) euros. Amounts below this threshold will be carried forward and aggregated with future commissions. If the company pays out amounts below this threshold in individual cases, this does not entitle the partner to future payouts below the threshold.<\/p><p>(9) Settlement takes place monthly in the following month for the preceding month. Payment of commissions due is made no later than the 15th of the following month or, if this day is not a business day, on the next business day. Commissions are settled by credit note. Objections to a credit note must be raised by the partner in writing within fifteen (15) calendar days of receipt; after this period, the credit note is deemed approved. The company informs the partner of this legal consequence in the credit note. Deviating settlement or payment schedules (e.g., quarterly) require a written agreement.<\/p><p>(10) Blockchain or other third-party fees incurred by the partner will not be reimbursed.<\/p><p>(11) The adjustment of commission and remuneration arrangements shall be governed by Section 1(3).<\/p><p>(12) The company may withhold or suspend commissions if there is reasonable suspicion of fraud or inaccurate information, compliance checks are required, or legal regulations so require.<\/p><p>(13) The partner is responsible for all taxes relating to commissions; paragraph 5 remains unaffected.<\/p><p>(14) The partner may not assign commission claims without the prior written consent of the company.<\/p><p>(15) For certain licensed products, a commission may be based solely on the purchase margin; separate commission agreements with other companies in the TokenPay group may be required.<\/p><h3>\u00a7 11 Compliance, Integrity and Violations<\/h3><p>(1) The partner shall immediately notify the company of any suspicious circumstances, compliance risks and attempts to circumvent the rules.<\/p><p>(2) The company is entitled to conduct random checks to ensure compliance with this agreement, particularly in the areas of marketing and communication.<\/p><p>(3) The Partner shall provide the Company with relevant documents, publications, screenshots and information immediately upon reasonable request.<\/p><p>(4) Audits shall be limited to what is necessary and shall respect the legitimate business secrets of the partner.<\/p><p>(5) In the event of infringements, the company is entitled to issue a warning to the partner, temporarily suspend the partnership, suspend commissions, terminate the partnership and take legal action.<\/p><p>(6) Serious breaches \u2013 in particular misleading statements, inaccurate regulatory information, unauthorized guarantees, circumvention of compliance requirements, support of sanctioned activities, acceptance of customer funds on behalf of TokenPay or abusive use of the trademark \u2013 entitle the Company to terminate the partnership immediately without prior warning.<\/p><p>(7) In the event of reputational damage or insufficient verification, the company is entitled to extraordinary termination without notice.<\/p><h3>\u00a7 12 Liability<\/h3><p>(1) The Partner shall indemnify the Company, the TokenPay Group, its officers, employees and business partners against all damages, losses, costs (including reasonable legal costs) and liabilities arising out of:<\/p><ul><li><p>the use or non-use of the service by the partner or facilitated contacts,<\/p><\/li><li><p>Violations by the partner of this agreement, including Annex 1,<\/p><\/li><li><p>Infringements of third-party rights by the partner, including data protection and intellectual property rights,<\/p><\/li><li><p>the partner&#039;s own marketing, misleading or unapproved statements, or failure to comply with information obligations towards contacts pursuant to Section 16.<\/p><\/li><\/ul><p>Indemnification is conditional upon the partner being responsible for the underlying circumstances. The company will inform the partner immediately of any claim and enable them to participate appropriately in defending against the asserted claims.<\/p><p>(2) The service and TokenPay are provided without guarantee of continuous availability. The company endeavors to maintain availability but assumes no liability for it.<\/p><p>(3) The company shall only be liable to the partner for damages caused intentionally or by gross negligence, to the extent permitted by law. Liability for slight negligence is excluded, unless it involves injury to life, body or health or a breach of essential contractual obligations (cardinal obligations); in the latter case, liability shall be limited to the foreseeable damages typical for this type of contract.<\/p><p>(4) To the extent permitted by law, the company&#039;s total liability is limited to the sum of the commissions received by the partner in the three (3) calendar months preceding the damaging event. Should this limitation be ineffective in a specific case, particularly in the event of a breach of essential contractual obligations (cardinal obligations), the lowest permissible limitation of liability under the law shall apply instead. This limitation of liability does not apply to damages resulting from injury to life, body, or health, to claims arising from intentional or grossly negligent conduct, or to mandatory statutory liability.<\/p><p>(5) The partner is obliged to mitigate any damages incurred in accordance with the statutory provisions. If he fails to take reasonable mitigation measures, he shall bear the corresponding part of the damage.<\/p><p>(6) The partner shall not be entitled to compensation upon termination of this agreement.<\/p><p>(7) To the extent permitted by law, the company shall not be liable for indirect or consequential damages, including lost profits, reputational damage, data loss or technical malfunctions.<\/p><p>(8) Claims against the company shall become time-barred \u2013 to the extent permitted by law and regardless of the legal basis \u2013 within one (1) year from the date on which the claimant becomes aware of the damage and the identity of the liable party, but no later than three years after the damaging event. This reduction of the limitation period shall not apply to claims arising from injury to life, body or health, from intentional or grossly negligent conduct, or to mandatory statutory liability; in these cases, the statutory limitation periods shall apply.<\/p><h3>\u00a7 13 Force Majeure<\/h3><p>(1) Neither party shall be liable for the non-performance or delayed performance of its contractual obligations to the extent and for as long as such non-performance or delayed performance is due to force majeure. Force majeure is any event beyond the reasonable control of the affected party, which was unforeseeable at the time of conclusion of the contract and whose occurrence or effects could not have been prevented even with the exercise of reasonable care.<\/p><p>(2) Force majeure shall include, in particular, natural disasters, epidemics and pandemics, armed conflicts, acts of terrorism and sabotage, riots, sovereign measures and embargoes, labor disputes (except those within the affected party&#039;s own company), failures in energy supply or telecommunications, widespread disruptions of the Internet or public blockchain networks, and the failure of key suppliers or TokenPay financial partners, provided that the conditions of paragraph 1 are met in each case.<\/p><p>(3) The affected party shall be released from its performance obligations affected by the disruption for the duration and to the extent of the disruption. In particular, force majeure releases the company from its obligation to provide the service for the duration of its occurrence.<\/p><p>(4) The affected party shall immediately inform the other party in writing of the occurrence, expected duration, and foreseeable effects of the force majeure event, as well as its cessation. The company may also provide such notification via its website or service offerings.<\/p><p>(5) The affected party shall take appropriate measures to limit the effects of force majeure and shall resume the performance of its obligations immediately after the force majeure ceases.<\/p><p>(6) If the force majeure event lasts for more than sixty (60) calendar days without interruption, each party is entitled to terminate the services affected by the disruption or this agreement with fourteen (14) calendar days&#039; notice in writing. Any commission claims already accrued by the partner remain unaffected.<\/p><h3>\u00a7 14 Confidentiality<\/h3><p>(1) Both parties shall treat each other&#039;s confidential information as strictly confidential. Confidential information is any information that the disclosing party designates as confidential or that, based on the nature of the information or the circumstances of disclosure, can reasonably be considered confidential. This includes, in particular, business and distribution plans, technical specifications and source code, financial, pricing and commission arrangements, customer, contact and partner data, security information, as well as internal processes and know-how, regardless of the form in which they are embodied.<\/p><p>(2) The receiving party shall use confidential information solely for the purpose of fulfilling this agreement and shall exercise at least the same level of care in protecting it as it would exercise for its own confidential information of comparable importance, but in any event not less than the level of care required in business dealings.<\/p><p>(3) The receiving party may only disclose confidential information to those members of its governing bodies, employees, affiliated companies, and legal, tax, or other advisors who need to know this information to perform this agreement (the &quot;need-to-know&quot; principle) and who are bound by at least an equivalent level of confidentiality. The receiving party is liable for their conduct as if it were its own.<\/p><p>(4) Any further disclosure is only permitted with the prior written consent of the affected party or on the basis of a legal or regulatory obligation. In the case of a legal or regulatory disclosure obligation, the disclosing party shall, to the extent legally permissible, inform the other party in advance and limit the disclosure to the necessary extent.<\/p><p>(5) Information shall not be considered confidential if it (a) is already publicly known at the time of disclosure, (b) becomes publicly known without breach of this Agreement, (c) was demonstrably already lawfully known to the receiving party prior to disclosure, (d) was obtained from an authorized third party without any obligation of confidentiality, or (e) was demonstrably developed independently by the receiving party without use of the confidential information.<\/p><p>(6) The disclosure of confidential information does not transfer or grant any rights to industrial property rights, copyrights, or other intellectual property. Reverse engineering beyond the contractually agreed purpose is prohibited.<\/p><p>(7) Upon termination of this agreement, the receiving party shall immediately return all confidential information and copies thereof upon request or permanently delete them and confirm this in writing upon request. Statutory retention obligations and routinely created data backups remain unaffected; the confidentiality obligation continues to apply to information retained in this respect.<\/p><p>(8) The confidentiality obligation shall remain in effect for ten (10) years after the termination of this Agreement, unless longer obligations are required by law.<\/p><p>(9) Both parties shall require their employees and agents to comply with these confidentiality obligations to the extent permitted by law.<\/p><h3>Section 15 Data Protection<\/h3><p>(1) Both parties shall comply with Regulation (EU) 2016\/679 (GDPR), the Federal Data Protection Act (BDSG) and other applicable data protection regulations.<\/p><p>(2) The partner is generally the independent controller within the meaning of the GDPR for personal data that it collects from contacts. The company is responsible for partner information and commission processing.<\/p><p>(3) If the provision of services requires data processing on behalf of the controller, the parties shall conclude a data processing agreement (DPA).<\/p><p>(4) Disclosure to TokenPay financial partners or KYC providers requires the necessary consents or other legal bases of the data subjects.<\/p><p>(5) The parties shall support each other in fulfilling their data protection obligations, in particular in exercising data subject rights, fulfilling reporting, documentation and information obligations, and in the event of any personal data breaches. The parties shall inform each other immediately of any incidents affecting them in relation to this agreement.<\/p><p>(6) Otherwise, the processing of personal data of contacts and customers within the company&#039;s area of responsibility is governed by the customer privacy policy.<\/p><h3>\u00a7 16 Platform role, financial partners, information obligations<\/h3><p>(1) TokenPay is not a regulated financial institution. Financial services are provided by TokenPay financial partners.<\/p><p>(2) The company does not hold client funds (non-custodial). The partner is not authorized to receive client funds on behalf of the company.<\/p><p>(3) The partner shall inform contacts about significant risks \u2013 particularly those relating to digital assets and stablecoins \u2013 accurately and without downplaying them. The partner shall not provide investment, tax, or legal advice unless explicitly possessing the necessary licenses or permits.<\/p><p>(4) When facilitating transactions, the partner shall ensure that contacts are appropriately informed of the applicable customer terms and conditions and the risk warnings contained therein, without making any binding commitments regarding costs, exchange rates, processing times or customer acceptance.<\/p><h3>\u00a7 17 Term, Termination and Continued Validity<\/h3><p>(1) This agreement is concluded for an indefinite period.<\/p><p>(2) Both parties may terminate this agreement by giving three (3) months&#039; notice in writing to the end of the month.<\/p><p>(3) The right to extraordinary termination for good cause remains unaffected, in particular in the event of serious breaches of this agreement, compliance violations, reputational damage, failed verification or insolvency of the partner.<\/p><p>(4) In the event of the opening of insolvency proceedings against the assets of the partner, in the event of imminent insolvency or a significant deterioration of its financial situation, the company is entitled to suspend commission payments and to terminate this agreement without notice.<\/p><p>(5) Upon termination becoming effective, the authorization to distribute the product ends. The TokenPay account is closed. The use of the trademark ends (Section 8, Paragraph 5).<\/p><p>(6) The partner has no right to compensation, release of provided contact details, or subsequent commission for transactions arising after termination, to the extent permitted by law. A claim for compensation under Section 89b of the German Commercial Code (HGB) or its corresponding application does not exist to the extent permitted by law.<\/p><p>(7) Notwithstanding the termination, the following shall continue to apply: Section 10 (commissions due), Section 12 (liability and indemnification), Section 14 (confidentiality), Section 16(4), Section 18(2) (dispute resolution) and Annex 1, as applicable.<\/p><h3>\u00a7 18 Final Provisions<\/h3><p>(1) The law of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).<\/p><p>(2) All disputes arising out of or in connection with this Agreement shall be settled exclusively by arbitration in accordance with the Arbitration Rules of the German Institution of Arbitration (DIS). The place of arbitration shall be Frankfurt am Main. The language of the arbitration shall be German. The number of arbitrators shall be three. (3) Recourse to the ordinary courts is excluded to the extent permitted.<\/p><p>(3) Before initiating arbitration proceedings, the parties undertake to settle the dispute through partnership negotiations for at least thirty (30) calendar days.<\/p><p>(4) Amendments and additions to this agreement must be in writing. Operational communications are sufficient in text form (Section 126b of the German Civil Code, email).<\/p><p>(5) Should any provision of this Agreement be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that most closely approximates the economic purpose of the invalid provision. The same shall apply in the event of a gap in the agreement; in place of the gap, the appropriate provision that the parties would have agreed upon in accordance with the meaning and purpose of this Agreement had they considered the matter shall be deemed agreed.<\/p><p>(6) The Partner may not assign rights and obligations under this Agreement without the prior written consent of the Company.<\/p><p>(7) The company is entitled to transfer rights and obligations under this agreement by way of business transfer or legal succession.<\/p><p>(8) The Regional Court of Frankfurt am Main shall have local jurisdiction for interim legal protection and interim injunctions, insofar as this is permissible.<\/p><h3>Appendix 1 \u2013 TokenPay Partner Code of Conduct<\/h3><p>Binding part of the General Terms and Conditions for TokenPay partners.<\/p><h3>preamble<\/h3><p>TokenPay works with independent distribution partners who support companies, organizations and individuals with international payment and transfer solutions.<\/p><p>Our sales partners are an important part of our network. They help to identify new business opportunities, establish contacts, and support customers in finding suitable solutions.<\/p><p>This code of conduct defines the principles, expectations and rules for professional, transparent and compliant cooperation between TokenPay and its sales partners.<\/p><p>Compliance with this code of conduct is a prerequisite for participation in the TokenPay partner program.<\/p><h3>1. Our principles<\/h3><p>As a TokenPay partner, you commit to:<\/p><ul><li><p>to act honestly, transparently and professionally<\/p><\/li><li><p>Treating customers respectfully and fairly<\/p><\/li><li><p>to comply with applicable laws and regulations<\/p><\/li><li><p>to protect TokenPay&#039;s reputation<\/p><\/li><li><p>to protect confidential information<\/p><\/li><li><p>not to make any misleading statements<\/p><\/li><li><p>Prioritizing long-term customer relationships over short-term successes<\/p><\/li><\/ul><p>We expect our partners to always act responsibly and represent TokenPay with integrity.<\/p><h3>2. Role of the partner<\/h3><p>TokenPay partners are independent business partners.<\/p><p>Unless expressly agreed in writing, partners are not:<\/p><ul><li><p>TokenPay employees<\/p><\/li><li><p>Representatives of TokenPay<\/p><\/li><li><p>TokenPay financial advisor<\/p><\/li><li><p>Legal advisors to TokenPay<\/p><\/li><li><p>Tax advisors for TokenPay<\/p><\/li><li><p>Compliance Officer of TokenPay<\/p><\/li><\/ul><p>Partners are allowed to introduce potential customers and inform them about the solutions offered by TokenPay.<\/p><p>However, partners are not permitted to make any binding commitments or decisions on behalf of TokenPay.<\/p><h3>3. What partners are allowed to do<\/h3><p>Partners are allowed to:<\/p><ul><li><p>refer potential customers to TokenPay<\/p><\/li><li><p>Pass on official TokenPay documents<\/p><\/li><li><p>Discuss customer needs with TokenPay<\/p><\/li><li><p>Establish contacts and business opportunities<\/p><\/li><li><p>Meetings and conversations<\/p><\/li><li><p>provide general information about TokenPay<\/p><\/li><li><p>communicate their partnership with TokenPay<\/p><\/li><\/ul><p>\u00a0<\/p><h3>4. What partners are not allowed to do<\/h3><p>Partners are not allowed to:<\/p><ul><li><p>Offer legal advice if you are not registered as a lawyer.<\/p><\/li><li><p>Offering tax advice if you are not registered as a tax advisor<\/p><\/li><li><p>Offering financial advice without a license<\/p><\/li><li><p>Offering investment advice without a license<\/p><\/li><li><p>Offer regulatory advice if you are not registered as a lawyer.<\/p><\/li><li><p>Concluding contracts on behalf of TokenPay<\/p><\/li><li><p>Accepting customer funds<\/p><\/li><li><p>Process payments on behalf of TokenPay<\/p><\/li><li><p>Making promises about prices or fees<\/p><\/li><li><p>Making commitments about exchange rates<\/p><\/li><li><p>Making commitments about processing times<\/p><\/li><li><p>Making commitments about the availability of services<\/p><\/li><li><p>Making commitments about accepting customers<\/p><\/li><li><p>Giving guarantees or promises of success<\/p><\/li><li><p>Claims regulatory approvals or licenses that have not been expressly confirmed by TokenPay<\/p><\/li><\/ul><p>Partners may not make any statements that could be construed as a guarantee, assurance, regulatory endorsement, legal assessment, or binding performance commitment.<\/p><h3>5. Communication Guidelines<\/h3><p>Partners commit to objective, truthful and balanced communication.<\/p><p>All statements made to customers, prospective customers or business partners must be fair, comprehensible and not misleading.<\/p><h4>Statements regarding costs and fees<\/h4><p>The following statements are inadmissible:<\/p><ul><li><p>\u201e&quot;TokenPay is always cheaper than banks.&quot;\u201c<\/p><\/li><li><p>\u201eTokenPay offers the lowest fees on the market.\u201c<\/p><\/li><li><p>\u201e&quot;With TokenPay you are guaranteed to save money.&quot;\u201c<\/p><\/li><li><p>\u201e&quot;TokenPay guarantees to reduce your costs by a certain percentage.&quot;\u201c<\/p><\/li><\/ul><p>Permissible statements include, for example:<\/p><ul><li><p>\u201e&quot;In many cases, international payments can be processed more efficiently and cost-effectively.&quot;\u201c<\/p><\/li><li><p>\u201e&quot;The actual costs depend on the specific use case.&quot;\u201c<\/p><\/li><\/ul><p>\u00a0<\/p><h4>Statements on exchange rates<\/h4><p>The following statements are inadmissible:<\/p><ul><li><p>\u201e&quot;TokenPay always offers the best exchange rate.&quot;\u201c<\/p><\/li><li><p>\u201e&quot;This exchange rate is guaranteed.&quot;\u201c<\/p><\/li><li><p>\u201e&quot;You will always receive the displayed rate.&quot;\u201c<\/p><\/li><\/ul><p>Permissible statements include, for example:<\/p><ul><li><p>\u201e&quot;Available exchange rates depend on market conditions, currencies, partners and the specific transaction profile.&quot;\u201c<\/p><\/li><\/ul><p>\u00a0<\/p><h4>Statements about speed<\/h4><p>The following statements are inadmissible:<\/p><ul><li><p>\u201e&quot;Transfers are always made immediately.&quot;\u201c<\/p><\/li><li><p>\u201e&quot;Your payment is guaranteed to be processed within minutes.&quot;\u201c<\/p><\/li><li><p>\u201e&quot;TokenPay guarantees same-day transfers.&quot;\u201c<\/p><\/li><\/ul><p>Permissible statements include, for example:<\/p><ul><li><p>\u201e&quot;Many transactions can be processed significantly faster than with traditional methods.&quot;\u201c<\/p><\/li><li><p>\u201e&quot;Processing time depends on the country, the partners involved, and the required checks.&quot;\u201c<\/p><\/li><\/ul><p>\u00a0<\/p><h4>Statements on regulation and licenses<\/h4><p>Partners may only make regulatory statements that have been expressly approved by TokenPay.<\/p><p>In particular, partners may not claim:<\/p><ul><li><p>\u201e&quot;TokenPay is regulated worldwide.&quot;\u201c<\/p><\/li><li><p>\u201eTokenPay holds a license in every country.\u201c<\/p><\/li><li><p>\u201e&quot;TokenPay is fully regulated.&quot;\u201c<\/p><\/li><li><p>\u201e&quot;All services are available worldwide.&quot;\u201c<\/p><\/li><\/ul><p>Instead, the following should be communicated:<\/p><ul><li><p>\u201e&quot;The availability of services depends on regulatory requirements, countries, and partners.&quot;\u201c<\/p><\/li><\/ul><p>\u00a0<\/p><h4>Statements regarding customer acceptance<\/h4><p>The following statements are inadmissible:<\/p><ul><li><p>\u201e&quot;Your company will definitely be accepted.&quot;\u201c<\/p><\/li><li><p>\u201e&quot;This transaction is guaranteed to be approved.&quot;\u201c<\/p><\/li><li><p>\u201e&quot;We&#039;ll definitely get through this.&quot;\u201c<\/p><\/li><li><p>\u201e&quot;Compliance is not a problem.&quot;\u201c<\/p><\/li><\/ul><p>Permissible statements include, for example:<\/p><ul><li><p>\u201e&quot;Each request is reviewed individually.&quot;\u201c<\/p><\/li><li><p>\u201e&quot;The final decision is made by the relevant audit and compliance processes.&quot;\u201c<\/p><\/li><\/ul><p>\u00a0<\/p><h4>Statements regarding stablecoins and digital assets<\/h4><p>Partners must not make statements that downplay or conceal risks.<\/p><p>In particular, the following are not permitted:<\/p><ul><li><p>\u201e&quot;Stablecoins are risk-free.&quot;\u201c<\/p><\/li><li><p>\u201e&quot;Cryptocurrencies are completely safe.&quot;\u201c<\/p><\/li><li><p>\u201e&quot;Digital assets are not subject to regulatory risks.&quot;\u201c<\/p><\/li><li><p>\u201e&quot;Stablecoins work everywhere without restrictions.&quot;\u201c<\/p><\/li><\/ul><p>For example, the following are permitted:<\/p><ul><li><p>\u201eDigital assets may be subject to different regulatory requirements depending on the country and use case.\u201c<\/p><\/li><\/ul><p>\u00a0<\/p><h3>6. Compliance and Integrity<\/h3><p>TokenPay places the highest value on compliance and integrity.<\/p><p>Partners commit in particular to:<\/p><ul><li><p>not to support any circumvention of KYC processes<\/p><\/li><li><p>not to support any circumvention of AML regulations<\/p><\/li><li><p>not to support any circumvention of sanctions regulations<\/p><\/li><li><p>not to support any circumvention of embargoes<\/p><\/li><li><p>not to support any circumvention of reporting obligations<\/p><\/li><li><p>not to make false statements to customers or TokenPay<\/p><\/li><li><p>not to support structures for concealing beneficial ownership<\/p><\/li><li><p>not to promote suspicious transactions<\/p><\/li><\/ul><p>Any suspicious activity or compliance risks must be reported to TokenPay immediately.<\/p><h4>Sanctions and prohibited activities<\/h4><p>The following statements or behaviors are expressly prohibited:<\/p><ul><li><p>\u201eWe will find a way around sanctions.\u201c<\/p><\/li><li><p>\u201e&quot;This can be solved using crypto.&quot;\u201c<\/p><\/li><li><p>\u201e&quot;We can circumvent this limitation.&quot;\u201c<\/p><\/li><li><p>\u201e&quot;We don&#039;t need a compliance check for that.&quot;\u201c<\/p><\/li><li><p>\u201e&quot;The origin of the funds is irrelevant.&quot;\u201c<\/p><\/li><\/ul><p>\u00a0<\/p><h3>7. Customer presentations<\/h3><p>Partners should only introduce clients whose trustworthiness they can reasonably assume.<\/p><p>Partners are prohibited from referring clients where there are indications of:<\/p><ul><li><p>Money laundering<\/p><\/li><li><p>Terrorism financing<\/p><\/li><li><p>Sanction violations<\/p><\/li><li><p>Fraud<\/p><\/li><li><p>Identity theft<\/p><\/li><li><p>corruption<\/p><\/li><li><p>illegal financial services<\/p><\/li><\/ul><p>If in doubt, please consult with TokenPay before your performance.<\/p><h3>8. Confidentiality<\/h3><p>All information that is not publicly available must be treated confidentially.<\/p><p>This includes in particular:<\/p><ul><li><p>Customer data<\/p><\/li><li><p>Transaction related information<\/p><\/li><li><p>Pricing and fee models<\/p><\/li><li><p>technical information<\/p><\/li><li><p>internal processes<\/p><\/li><li><p>Commission arrangements<\/p><\/li><li><p>Business strategies<\/p><\/li><\/ul><p>This information may not be passed on to third parties without the express consent of TokenPay.<\/p><h3>9. Use of the TokenPay brand<\/h3><p>Partners may only use the TokenPay brand within the context of the collaboration.<\/p><p>Partners are allowed to:<\/p><ul><li><p>official presentations<\/p><\/li><li><p>Use approved marketing materials<\/p><\/li><li><p>communicate their partnership with TokenPay<\/p><\/li><\/ul><p>Partners are not allowed to:<\/p><ul><li><p>Creating misleading advertising<\/p><\/li><li><p>Changing logos<\/p><\/li><li><p>publish unapproved statements<\/p><\/li><li><p>Make their own performance promises on behalf of TokenPay<\/p><\/li><\/ul><p>Partners must accurately represent their relationship with TokenPay.<\/p><p>The following statements are inadmissible:<\/p><ul><li><p>\u201e&quot;I work for TokenPay.&quot;\u201c<\/p><\/li><li><p>\u201e&quot;I am an employee of TokenPay.&quot;\u201c<\/p><\/li><li><p>\u201e&quot;I officially represent TokenPay.&quot;\u201c<\/p><\/li><li><p>\u201e&quot;I can make decisions for TokenPay.&quot;\u201c<\/p><\/li><li><p>\u201e&quot;I can approve customers on behalf of TokenPay.&quot;\u201c<\/p><\/li><\/ul><p>Permissible statements include, for example:<\/p><ul><li><p>\u201e&quot;I am an independent partner of TokenPay.&quot;\u201c<\/p><\/li><li><p>\u201e&quot;I work with TokenPay.&quot;\u201c<\/p><\/li><li><p>\u201e&quot;I can establish contact with TokenPay.&quot;\u201c<\/p><\/li><\/ul><p>\u00a0<\/p><h3>10. Marketing materials<\/h3><p>All marketing, sales and presentation materials containing the TokenPay name, the TokenPay logo or statements about TokenPay must be approved by TokenPay before publication, unless they were provided by TokenPay itself.<\/p><p>Partners may not have their own:<\/p><ul><li><p>Performance promise<\/p><\/li><li><p>regulatory statements<\/p><\/li><li><p>Case studies<\/p><\/li><li><p>Success figures<\/p><\/li><\/ul><p>publish them unless they have been explicitly confirmed by TokenPay.<\/p><h3>11. Lead and Customer Management<\/h3><p>Partners commit to submitting potential customers through the processes provided by TokenPay.<\/p><p>TokenPay decides on:<\/p><ul><li><p>the allocation of opportunities<\/p><\/li><li><p>the recognition of a mediation<\/p><\/li><li><p>the commission entitlement<\/p><\/li><li><p>customer service<\/p><\/li><\/ul><p>The final decision regarding cooperation with a customer always rests with TokenPay and the participating partner institutions.<\/p><h3>12. Identity and company verification<\/h3><p>TokenPay may request partners to provide information for identity or company verification at any time.<\/p><p>This can include:<\/p><ul><li><p>Proof of identity<\/p><\/li><li><p>Commercial register extracts<\/p><\/li><li><p>Proof of beneficial ownership<\/p><\/li><li><p>Tax information<\/p><\/li><li><p>Proof of address<\/p><\/li><\/ul><p>Refusal to comply with necessary audits may lead to the suspension or termination of the partnership.<\/p><h3>13. Conflicts of interest<\/h3><p>Partners commit to disclosing any potential conflicts of interest.<\/p><p>Especially when:<\/p><ul><li><p>Competing interests exist<\/p><\/li><li><p>personal advantages that could influence objectivity<\/p><\/li><li><p>existing customer relationships are affected<\/p><\/li><\/ul><p>\u00a0<\/p><h3>14. Commission payments<\/h3><p>Commission arrangements are regulated in the respective partner agreement.<\/p><p>TokenPay may withhold or suspend commission payments if:<\/p><ul><li><p>Fraud is suspected<\/p><\/li><li><p>False information was provided<\/p><\/li><li><p>Compliance checks are required<\/p><\/li><li><p>Legal requirements demand this<\/p><\/li><\/ul><p>\u00a0<\/p><h3>15. Violations<\/h3><p>Violations of this code of conduct may result in the following measures:<\/p><ul><li><p>warning<\/p><\/li><li><p>temporary closure<\/p><\/li><li><p>Suspension of commission payments<\/p><\/li><li><p>Termination of partnership<\/p><\/li><li><p>legal action<\/p><\/li><\/ul><p>Serious violations include, in particular:<\/p><ul><li><p>misleading statements to customers<\/p><\/li><li><p>false regulatory statements<\/p><\/li><li><p>Representations or guarantees without authorization<\/p><\/li><li><p>Circumvention of compliance requirements<\/p><\/li><li><p>Support for sanctioned activities<\/p><\/li><li><p>Acceptance or forwarding of customer funds on behalf of TokenPay<\/p><\/li><li><p>misuse of the TokenPay brand<\/p><\/li><\/ul><p>Serious violations may lead to the immediate termination of the partnership without prior warning.<\/p><h3>16. Approval<\/h3><p>By participating in the TokenPay partner program, the partner confirms that they have read, understood and accepted this code of conduct.<\/p><p>Our common goal is a professional, trusting and long-term collaboration for the benefit of all involved.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>","protected":false},"excerpt":{"rendered":"<p>Allgemeine Gesch\u00e4ftsbedingungen f\u00fcr TokenPay Partner Vertragspartei: UhuPay GmbH, Mergenthalerallee 73\u201375, 65760 Eschborn, Deutschland (\u201eUnternehmen\u201c) Pr\u00e4ambel (1) Das Unternehmen betreibt unter der Marke TokenPay eine Software- und Serviceplattform f\u00fcr internationale Zahlungs-, Transfer-, On-\/Off-Ramp- und Infrastrukturangebote im Zusammenhang mit internationalen Transaktionen und W\u00e4hrungen sowie digitalen Verm\u00f6genswerten und regulierten Finanzpartnern. (2) Das Unternehmen arbeitet mit unabh\u00e4ngigen Partnern zusammen, [&hellip;]<\/p>\n","protected":false},"author":1,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"footnotes":""},"class_list":["post-14070","page","type-page","status-publish","hentry"],"_links":{"self":[{"href":"https:\/\/usetokenpay.com\/en\/wp-json\/wp\/v2\/pages\/14070","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/usetokenpay.com\/en\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/usetokenpay.com\/en\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/usetokenpay.com\/en\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/usetokenpay.com\/en\/wp-json\/wp\/v2\/comments?post=14070"}],"version-history":[{"count":5,"href":"https:\/\/usetokenpay.com\/en\/wp-json\/wp\/v2\/pages\/14070\/revisions"}],"predecessor-version":[{"id":14075,"href":"https:\/\/usetokenpay.com\/en\/wp-json\/wp\/v2\/pages\/14070\/revisions\/14075"}],"wp:attachment":[{"href":"https:\/\/usetokenpay.com\/en\/wp-json\/wp\/v2\/media?parent=14070"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}