Version 2 - November 2018
Conditions & confidentialité affiliates
These Affiliate Program Terms and Conditions (the "Terms") are the legally binding agreement between Bitpanda UK Limited and any of its Associated Corporations ("Bitpanda") and any person or entity clicking the box entitled:
"IF YOU DISAGREE WITH THE TERMS OR ANY PROVISION SPECIFIED THEREIN, YOU MUST NOT PARTICIPATE IN THE AFFILIATE PROGRAM (the "Program").
PLEASE READ THESE TERMS CAREFULLY IN ITS ENTIRETY BEFORE SUBMITTING YOUR APPLICATION TO PARTICIPATE IN THE PROGRAM OFFERED BY BITPANDA." (an "Affiliate")
Any individual, company or website seeking to become an Affiliate of the Program must be approved by Bitpanda before being given access to campaigns. We will review websites and the suitability of companies and individuals before approving Affiliates. Bitpanda may at its own discretion deny approval of any application without giving cause.
By participating in Bitpanda’s Affiliate Program you hereby accept these Terms as may be amended from time to time. If you do not agree to such terms and conditions and/or any amendment thereto, please do not participate in, use, or access to Bitpanda’s Affiliate Program. Please note that Bitpanda reserves the right, at its sole discretion, to revise, modify, change or remove portions of these Terms at any time on immediate notice by email to Affiliates. The Terms will also be available on Bitpanda’s website. Your participation in Bitpanda’s Affiliate Program, after Bitpanda has published on its websites any revised and/or amended form of these Terms, shall constitute your consent to the revised and/or amended Terms.
- "Affiliate" and/or "You", "Your" means the business, individual, entity or applicant submitting the application and participating in the Program, offered on the Website in accordance with these Terms and the Affiliate Program Registration Form.
- Affiliate Account means the account held in the name of Affiliate with Bitpanda that the Qualified Customers’ accounts are tagged to.
- "Associated Corporation" means, with respect to any entity, any other entity, directly or indirectly, through one or more intermediary persons, controlling, controlled by or under common control with such entity, or, in respect of any entity which is a corporation, any other corporation being part of the same group of companies to which such corporation belong.
- "Affiliate Program Registration Form" means the form available on Bitpanda’s Website which will be executed by the Affiliate in the process of registering to the Program and which constitutes an integral part of these Terms.
- "Affiliate Website" means the internet websites operated by the Affiliate which shall contain the Tracking Link.
- "Bitpanda Brands" means the design rights, moral rights, service marks, trademarks, trading and business names, the goodwill attaching to them, rights in domain names and other intellectual property rights, in each case whether registered or unregistered and including applications for the grant of the foregoing, and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world.
- "Bitpanda Wallet" means the account set up by the Affiliate through which it may use the Services, and to which Bitpanda shall pay Commission arising under these Terms.
- "Bitpanda Websites" means the Internet websites owned, maintained or operated by Bitpanda, which offer Bitpanda’s Services.
- "Commission" means the fee payable by Bitpanda to the Affiliate based on Qualified Transactions by a Qualified Customer referred to Bitpanda by the Affiliate in accordance with Section C.
- "Consumers" shall have the meaning set out in the UK Consumer Rights Act 2015.
- "Data Protection Legislation" means any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation, and the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy.
- "Interface" means the dashboard where all the statistics for the affiliate marketing are recorded. The interface can be found under the affiliate program here - https://web.bitpanda.com/affiliate . Affiliates will only be able to access statistics in respect of their own marketing.
- "Net Revenue" means, with respect to any calendar month, revenues generated by Bitpanda from customers’ trading activity minus the cashback, bonuses and trading related transaction expenses in such month. Trading activity solely includes the purchases and sales of cryptocurrencies.
- "New Customer" means a customer who, at the time of the referral by Affiliate to Bitpanda, does not have an existing account with Bitpanda.
- "Permitted Territories" means all member states within the EU (excluding the Federal Republic of Germany), and Switzerland, Norway and Croatia."
- "PPC" means pay-per-click advertising.
- "Services" means Bitpanda's services offered on the Website for purchasing digital currency, which will be promoted by the Affiliate in accordance with the material provided to the Affiliate by the Bitpanda.
- "SEM" means search engine marketing.
- "Tracking Link(s)" means a link and/or links to Bitpanda Websites which the affiliate systems of Bitpanda shall create for the benefit of the Affiliate.
- "Tagged Account" means the account of a Qualified Customer that has been tagged to the Affiliate Account for the purpose of tracking Commission.
- "Transaction Expenses" means, with respect to any calendar month, all the chargebacks made with regard to the Qualified Customers’ payments and any transaction costs (such as payments processing fees and other payments to third parties) incurred by Bitpanda during such month with respect to the trading activities of the Qualified Customers.
- "Qualified Transaction" means a successful purchase of Services by a Qualified Customer which meets Bitpanda’s Commission qualifications set forth in section C.8 of these Terms.
- "Qualified Customer" means each New Customer, except for persons with residence/seat outside of the Permitted Territories referred by the Affiliate for the purchase of the Services with Bitpanda through the Tracking Link, and who meets Bitpanda’s Commission qualifications set forth in section C.8 of these Terms.
- "VAT" means value added tax chargeable under the VATA or under any legislation replacing it or under any legislation which the VATA replaced and further means value added tax at the rate in force when the relevant supply is made and any tax of a similar nature which is introduced in substitution for such value added tax.
- "VATA" means the Value Added Tax Act 1994.
- "We", "Our", "Us" and/or "Ourselves" shall refer to Bitpanda.
- To enroll into the Program the Affiliate must register a customer account for a Bitpanda Wallet on the Bitpanda Website (https://www.bitpanda.com) and if the Affiliate is registered for VAT purposes, must provide their VAT registration number to Bitpanda in order to be paid Commission.
- Bitpanda shall have the sole and absolute discretion in connection with the rejection or refusal of any New Customer to register to and/or use the Services. Any New Customer who we reject or refuse shall not be classified as a Qualified Customer.
- The Affiliate shall not have any power to accept Qualified Customers or make contracts on behalf of Bitpanda and shall not make or give any promises, representations, warranties or guarantees, whether expressed or implied to New Customers on behalf of Bitpanda.
- The rights granted to the Affiliate hereunder by Bitpanda are not exclusive in any manner, and nothing herein shall limit, prevent or preclude Bitpanda from entering into other affiliate agreements or other agreements with other third parties and/or from granting rights to any other third party. Nothing herein shall prevent Bitpanda from promoting and/or marketing its Services.
- Bitpanda reserves the right to take legal actions against the Affiliate in the event the Affiliate shall attempt to manipulate Bitpanda and/or abuse Bitpanda’s Affiliate Program. Without limitation of the foregoing, Bitpanda reserves the right to withhold, setoff and/or deduct from any Commission due to Affiliate hereunder in the event of such manipulation and/or abuse and may also terminate these Terms with immediate effect.
- The Affiliate shall be entitled to receive, with respect to each calendar month from the time of the first Qualified Transaction, up to 20% (twenty percent) of the Net Revenues generated from the Affiliate’s Qualified Customer(s) during such month.
- Below is a breakdown of the commission structure the affiliate can earn each month. Please note that we reserve the right to change this at any time without prior notice. A current version of these Terms (including the commission structure) will be available on the Bitpanda Website.
||Net Revenue in EUR
||€5,001 - €10,000
||€10,001 - €25,000
||€25,001 - €50,000
||€50,001 - €75,000
||€75,001 - €100,000
- The commission will be calculated in EUR and paid to the Affiliates default Bitpanda Fiat wallet.
- For the avoidance of doubt, unless otherwise agreed by Bitpanda in writing, each Qualified Customer shall only have one Tagged Account which shall be the first account the Qualified Customer signs up to. No Commission will be payable by Bitpanda to the Affiliate in relation to other customer accounts held by Qualified Customers.
- All Commission paid to the Affiliate is VAT inclusive.
- Commission will be paid to the Affiliate only with respect to a Qualified Transaction executed by a Qualified Customer referred by the Affiliate under and in accordance with the provisions of these Terms.
- Bitpanda will pay Commission arising in respect of a calendar month before the end of the following calendar month. No interest shall be payable on late payments.
- For Commission to be payable, the Qualified Customer and/or the Qualified Transaction must meet the following conditions:
- such customer must have submitted its relevant customer information as required by Bitpanda and provided valid and unique account and billing information.
- the customer must make a Qualified Transaction, and provide valid payment for the Services.
- The customer's payment details must be up-to-date at the time the Commissions are processed and must not be subject to a refund, credit, cancellation, suspension or chargeback.
- the customer must complete the sign-up process in a manner, which Bitpanda's sole discretion, definitively establishes that such customer was referred directly from Affiliate to the Services, without manipulation of the Tracking Link(s) in any manner.
- the customer must not behave in a way that is unlawful, abusive or otherwise fraudulent when using the Services.
- the Service must not be cancelled by such customer and Bitpanda will be entitled to withhold or deduct from Affiliate's current or future Commissions any such Commission paid to the Affiliate and which corresponds to canceled transactions.
- the transactions by Qualified Customers must not be a result of fraud, manipulation, deception, questionable, or other unlawful or improper activity, to be determined by Bitpanda in its sole discretion.
- the transaction must not relate to the Affiliate's own use of the Services.
- the customer must not have previously a user of the Bitpanda Website at any time (prior to the referral by the Affiliate), regardless of whether such customer was using the Services at the time of the referral or not.
- Any past, current or future Commission arising in respect of any customer which Bitpanda later discovers or has reasonable grounds to believe, in its sole discretion, does not meet the conditions set out in section C.8 above shall be withheld, cancelled, or if already paid by Bitpanda, deemed repayable by the Affiliate, and Bitpanda may demand repayment and/or set-off the equivalent amount from future Commission payments.
- Commissions will accrue and become payable provided that You submit all relevant information and/or documentation requested by Bitpanda for valid Commission to be issued under these Terms and the Affiliate Program Registration Form.
- You are responsible for the payment of all taxes (including VAT) related to the Commission which you receive under the Terms.
- You are responsible for informing Bitpanda about changes to postal and/or e-mail addresses, as well as any changes to your name, contact information, tax identification number, Bitcoin address or other personal information that will impact Bitpanda's ability to issue a valid Commission payment.
- It is the responsibility of the Affiliate to monitor the payment, denial, and withholding of Commissions. Bitpanda will attempt to notify the Affiliate but is not obligated to actively notify Affiliates of the status of Commissions. If the Affiliate has a question about a Commission that has been canceled, withheld or deemed repayable, the Affiliate has 30 days from the day the payment was due to contact Company to discuss or reclaim the Commission. If the Affiliate fails to provide notice to Bitpanda within 30 days, the Affiliate shall be deemed to approve the Commission. Any changes to decisions about canceled, withheld or repayable Commissions are strictly at Company's discretion. To the extent possible, Bitpanda will provide the Affiliate with supporting documentation stating the cause of denied Commission provided that such documentation is not confidential and does not put Bitpanda at risk of breach of its duty of confidentiality towards any third party.
- Bitpanda will track Qualified Customers for calculating the Commission.
- Tracking Links will be made through an external or internal solution chosen by Bitpanda. The Affiliate will be provided with all the necessary instructions, tracking links and, if needed, access to the tracking software. Access will be restricted to only his account and activity.
- Bitpanda will only pay commission based Qualified Transactions generated via the tracking software and in no circumstances will pay Commission where the links were used inappropriately by the Affiliates or Qualified Customers.
- Affiliate warrants to fully cooperate with Bitpanda in order to establish, operate and maintain such Tracking Links.
E. Affiliates Obligations
- The Affiliate shall cooperate in good faith with Bitpanda to promote and refer the Services to Qualified Customers in accordance with these Terms. The Affiliate acknowledges and agrees that Bitpanda may in its sole discretion decide whether or not to accept New Customers as Qualified Customers.
- Bitpanda may notify the Affiliate of any territorial, marketing and/or regulatory restrictions in place from time to time, and the Affiliate shall comply with such restrictions within  days of such notice being given in writing.
- The Affiliate warrants that they are a natural person of at least 18 years of age and must not enrol in any Affiliate Program or use the Website if they are below the required minimum age.
- Due to regulatory reasons, New Customers with residence/seat in Germany may not be referred to Bitpanda by an Affiliate, regardless of whether the Affiliate themselves reside or are based in Germany.
- In the course of fulfilling Affiliate’s obligations under the Terms, Affiliate hereby commits to comply with any laws and regulations applicable to Affiliate actions, marketing and advertising, including any anti-spam laws and regulation. The Affiliate warrants and accepts that they are solely responsible for their own compliance with such laws and regulations including in respect of its activities under these Terms.
- The Affiliate will comply with all applicable requirements of the Data Protection Legislation. This section E.7 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
- The Affiliate shall not promote Bitpanda’s Services to persons under 18 years old or to persons that are not eligible to use the Services.
- Affiliate warrants that it will not directly or indirectly: use, post or promote any of Bitpanda’s content or Services or any recommendations in association with any material or content which is or which, in Bitpanda's sole discretion, may reasonably be considered illegal, unlawful or infringing under any applicable laws, or that in Bitpanda's sole discretion, could damage Bitpanda's brand, credibility, image or reputation.
- The Affiliate is permitted to market Bitpanda’s Services solely in accordance with these Terms and subject to any other terms and conditions instituted by Bitpanda from time to time during the term hereof.
- The Affiliate will only use our approved advertising creative (banners, html mailers, editorial columns, images and logos) and will not alter their appearance nor refer to us in any promotional materials other than those that are Program provided or approved by Bitpanda in writing, and shall not copy any Bitpanda content without written consent from Bitpanda. No other brands other than the Affiliate brand and the Bitpanda Brands shall be displayed on any advertising material. Bitpanda reserves the right to change any approved advertising creative and the Affiliate should do this within 3 days after receiving written notification from Bitpanda of such change.
- A customer can only hold one account on Bitpanda. The Affiliate who originally referred the Qualified Customer will be earning Commission and in no circumstance will any Qualified Customer be tagged to a different affiliate. Therefore, a Qualified Customer cannot move from one affiliate to another affiliate (and if they signed up to use the Services without a referral from an Affiliate, they will not be tagged to any Affiliate at any time, even if they subsequently access the Bitpanda Website through a Tracking Link).
- The Affiliate shall not offer cashbacks or other incentives to the customers they refer to Bitpanda.
- Regarding SEM and PPC (including but not limited to Google, Bing), the Affiliate is not allowed to use the Bitpanda brand or trademarks in any way, written in a correct form or misspelled in the advertisements or any part therewith, including display or destination URLs, pats etc.; or bid on branded search queries, including and not limited to Bitpanda, bitpanda.com, Bitpanda Austria, spelled in any possible way (including with typos, misspellings, spaces or symbols).
- Affiliates must use Affiliate Websites for all PPC and/or SEM campaigns. The Affiliate’s advertisements and/or any part therewith shall not lead or redirect potential clients directly to Bitpanda’s Websites. The Affiliate is allowed to use the landing page provided by Bitpanda on Affiliate Websites ONLY, but in no way shall the Affiliate use any URL containing the words "Bitpanda".
- Regarding Social Networks marketing (including but not limited to Facebook, Twitter, Instagram) the Affiliate is not entitled to advertise to Consumers the Services, or any of them where Bitpanda is promoting the Services.
- The Affiliate should not engage in any email marketing activity unless explicitly agreed with Bitpanda, and subject always to being in compliance with Data Protection Legislation. The Affiliate should not send emails regarding or directing to Bitpanda to any users that have not solicited the information and always include the unsubscribe information within the email.
- The Affiliate should not engage in any SMS, fax, broadcast, telemarketing or other offline activity with respect to Bitpanda, use malware, spyware technology, Peer to peer distribution methods; or doorway pages opening Bitpanda website inside iframes; or any aggressive methods in any of its promotional activity and dealings with the Bitpanda brand and Services.
- The Affiliate is responsible for the accuracy of the materials posted on the Affiliate Websites and for keeping content up-to-date. The Affiliate Website must not copy or mimic any of the Bitpanda Websites.
- The Affiliate should remove any materials relating to Bitpanda within 24 hours of any request from Bitpanda.
- The Affiliate is responsible for its own advertising and promotional costs and any other expenses arising in connection with these Terms, unless otherwise explicitly agreed in writing with Bitpanda.
- The Affiliate warrants that it will not open more than one Affiliate Account without our prior written consent and acknowledges that it will not earn Commission on its own transactions through the Services.
- The Program is intended for professional website publishers. The Affiliate will need to share all Bitpanda listing with us and if they are not suitable we will ask the affiliate to either update the listing or remove us from such sites.
- Affiliates are required to enter all website listing they wish to promote us on registration, we can fail the affiliate application if the websites are not suitable.
- The Affiliate shall not, during the term of these Terms, market, promote or otherwise refer customers to any of Bitpanda's competitors or persons providing services similar to the Services.
- The Bitpanda Program is intended for your direct participation. You shall not open Affiliate Accounts on behalf of other participants. Opening an Affiliate Account for a third party, brokering an Affiliate Account or the transfer of an Affiliate Account is not accepted. Affiliates wishing to transfer an account to another beneficial account owner must request permission to do so by contacting Us. Approval is solely at our discretion.
F. Intellectual Property
- Bitpanda hereby grants to the Affiliate and the Affiliate hereby obtains from Bitpanda a limited, royalty-free, nonexclusive, personal, nontransferable, non-assignable and non-sub-licensable license to display the Bitpanda Brands in the Affiliate Websites solely for the purpose of promoting and marketing the Services.
- The Affiliate acknowledges and agrees that: (a) it will use the Bitpanda Brands only as permitted hereunder; (b) it will use the Bitpanda Brands in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Bitpanda; (c) the Bitpanda Brands are and shall remain the sole property of Bitpanda; (d) nothing in these Terms shall confer in the Affiliate any right of ownership in the Bitpanda Brands and all use thereof by the Affiliate shall inure to the benefit of Bitpanda; and (e) the Affiliate shall not, now or in the future, attempt to register any Bitpanda Brand and/or domain name and/or contest the validity of any Bitpanda Brands or use any term or mark confusingly similar to any Bitpanda Brands.
- 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 except as permitted by Section G.2.
- Each party may disclose the other party's confidential information:
- to its employees, officers, representatives, auditors 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 this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Section G.2;
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; and
- where such information is already in the public domain.
- No party shall use any other party's confidential information for any purpose other than to exercise its
H. Limitation of Liability
- Bitpanda shall not be responsible for any of the Affiliate's activities relating to these Terms or otherwise, including the Affiliate's marketing activities or content on the Affiliates Websites.
- Notwithstanding any other provision of these Terms, neither party's liability under or in connection with this agreement shall be excluded or reduced to the extent that it arises for death or personal injury or for fraud or fraudulent misrepresentation.
- Bitpanda shall not have any liability to the Affiliate (including any liability in tort) under or in connection with these Terms for any loss of profits, loss of revenue, loss of or damage to reputation or goodwill, loss of opportunity, or losses or liabilities under or in relation to any other contract.
- Subject to section H.2, Bitpanda's total liability to the Affiliate shall not exceed the amount of Commission paid under these Terms in the 12 months prior to the event giving rise to such liability.
- These Terms may be terminated with immediate effect by either party, with or without cause, by providing the other party with written notice of termination. For the avoidance of doubt, and without derogating from the generality of the foregoing, it is clarified that Bitpanda shall be permitted to terminate these Terms with immediate effect upon any breach of these terms by the Affiliate without having to provide the Affiliate with the opportunity to rectify such breach.
- Once the contract has been terminated, the Affiliate shall immediately stop promoting Bitpanda and its Services, remove the Tracking Link from the Affiliate Website and cease to use any of the Bitpanda Brands or marketing materials provided by Bitpanda during the period these Terms are in effect.
- Bitpanda will not pay any form of Commission to the Affiliate once the Terms have been terminated. Any New Customer sent to Bitpanda via the Tracking Links after Termination will not generate any Commission payable by Bitpanda to the Affiliate. Unless terminated by Bitpanda for breach of these Terms by the Affiliate, termination of these Terms shall not affect any rights, remedies, obligations or liabilities of the parties, including Commission, that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination.
- The provisions of this section J and sections A (Definitions), G (Confidentiality), H (Limitation of liability), K (General provisions) shall remain in effect notwithstanding termination of these Terms.
- These Terms (and any dispute or claim relating to them or their subject matter, enforceability or termination (including non-contractual claims) is to be governed by and construed in accordance with English law, and the courts of England and Wales shall have jurisdiction to settle any claim, dispute or issue between the parties whether arising out of or in connection with these Terms or otherwise (including non-contractual claims). Such jurisdiction shall be exclusive and each party agrees that it will not institute proceedings in the courts of any country other than England and Wales.
- A person who is not a party has no right to enforce any term of these Terms under the Contracts (Rights of Third Parties) Act 1999.
- These Terms are not intended to and do not operate to create a partnership between the parties.
- These Terms (as varied from time to time) and the Affiliate Program Registration Form constitute the entire agreement between the parties.
- A waiver of any term, provision or condition of, and any consent or approval granted under, this agreement will be valid only if it is in writing, signed by the party giving the waiver or granting the consent or approval. Any such waiver, consent or approval will be valid only in the particular instance and for the particular purpose for which it is given and will not constitute a waiver of any other right or remedy.
- Any failure (in whole or in part) to exercise or delay in exercising any right, power or remedy ("Right") available under this agreement or in law will not constitute a waiver of that or any other Right nor will any single or partial exercise of any Right preclude any other or further exercise of that or any other Right. The rights and remedies provided by this agreement are cumulative and (unless otherwise expressly stated in this agreement) and may be exercised without excluding any other rights or remedies available in law.
- If any provision of this agreement is or becomes, in whole or in part, invalid or unenforceable but would be valid or enforceable if some part of that provision was deleted , that provision shall apply with such deletions as may be necessary to make it valid.
- The Affiliate shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010, and shall not engage in any activity, practice or conduct outside the UK which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out inside the UK.