Version 1: 17 June 2024
By engaging with Taptap Send to carry out promotional activities within their networks (the “Engagement”), Ambassador agrees to abide by these Terms. Specific terms and conditions pertaining to the engagement, including but not limited to compensation, content requirements, and term, will be detailed in the Ambassador Scope of Work Agreement ("Agreement").
Where a term is capitalized in these Terms, and is not specifically defined herein, the definition assigned to such term in the Agreement shall apply.
Ambassador and Taptap Send are collectively referred to as the “Parties” and each individually, a “Party”.
1. Terms of Engagement
1.1. Ambassador acknowledges and confirms being aware that Taptap Send conducts a regulated activity and further undertakes and warrants, when promoting Taptap Send to their networks, to:
1.1.1. act conscientiously, with reasonable care and skill and in a professional manner at all times and in compliance with any instructions Taptap Send may give Ambassador from time to time;
1.1.2. comply with all applicable laws, regulations and guidelines (including where applicable the CAP Code and CMA’s Compliance Principles), as well as all rules, policies and guidelines of any social media platforms used;
1.1.3. comply with the guidance contained in the Taptap Send Marketing Guide for Agencies, Influencers and Ambassadors (“Marketing Guide”);
1.1.4. not act in such a way as to bring Taptap Send or its affiliates into disrepute, or otherwise tarnish their image or conflict with brand values;
1.1.5. not to deliberately target unsuitable markets, including but not limited to persons under 18, with their advertising activities;
1.1.6. ensure Ambassador does not mislead Taptap Send’s customers or target customers by making untrue or unsubstantiated statements. This includes not misstating or misrepresenting Taptap Send (or its affiliates) or its services in any way, including not making claims that Taptap Send’s services are free or instant (please see Taptap Send’s Marketing Guide for how to talk about Taptap Send’s fees and transfer speed.);
1.1.7. not directly compare Taptap Send to its competitors;
1.1.8. not use artistic content (photos, videos, music, artwork) without written permission from the owner/artist;
1.1.9. not use the logos of affiliates or competitors of Taptap Send without prior permission from Taptap Send;
1.1.10. not depict any political, controversial, illegal or culturally inappropriate activity/content in the advertising or on their social media accounts; and
1.1.11. make it clear to customers that content produced for Taptap Send is advertising (always use the social media platform’s built-in ad disclosure feature, stating at the start of a video that it’s a paid ad for Taptap Send and/or by using the hashtags #Ad, #Anziege and #Publicité on social media posts).
1.2. All marketing materials, including social media posts, created by Ambassador in connection with this Agreement must be approved by Taptap Send in writing before use, unless otherwise agreed in writing by Taptap Send.
1.3. Ambassador hereby agrees to remove any ads or posts immediately if requested by Taptap Send at Taptap Send’s sole discretion.
1.4. Ambassador hereby agrees to inform Taptap Send if they are subject to any criminal or disciplinary proceedings.
2. Recruitment and Management of Champions [only applicable if this responsibility is included in the Agreement]
2.1. Where stated in the Agreement, Ambassador shall have the authority to recruit individuals ("Champions") to promote Taptap Send and distribute promotional codes.
2.2. Ambassador warrants that all Champions recruited and engaged are considered independent subcontractors. Champions do not have the authority to bind or obligate Taptap Send or Ambassador in any manner. Any commitments made by a Champion shall not be considered binding on Taptap Send or Ambassador.
2.3. Ambassador warrants that all recruited Champions meet the criteria and standards set by Taptap Send.
2.4. Ambassador is responsible for entering into separate agreements with each Champion, using the template contract provided by Taptap Send (“Champion Contract”).
2.4.1. Ambassador agrees to notify Taptap Send each time a new Champion is recruited and to provide Taptap Send with a copy of each Champion Contract.
2.4.2. Champion Contracts must be submitted to Taptap Send within 7 days of being signed by both parties.
2.4.3. Taptap Send reserves the right to review all submitted Champion Contracts to ensure compliance with its standards and policies.
2.4.4. Taptap Send may request amendments to any Champion Contract that does not meet its requirements, and Ambassador agrees to facilitate such amendments promptly.
2.4.5. Taptap Send reserves the right to request that Ambassador terminates any Champion Contract at any time and for any reason, at its sole discretion.
2.5. Ambassador is responsible for providing a copy of the Marketing Guide to Champions and ensuring that they adhere to the guidelines contained therein, as well as the obligations and responsibilities outlined in the Champion Contract.
2.6. Ambassador shall monitor the activities of Champions and warrants to ensure that Champions comply with all applicable laws and regulations, including advertising standards and that they conduct themselves professionally and in a manner that reflects positively on Taptap Send at all times during the term of their Champion Contract.
2.7. Ambassador is responsible for all acts and omissions of Champions. If a Champion fails to comply with their contractual obligations, Ambassador must take immediate corrective action, including potential termination of the Champion’s contract.
2.8. Any breach of a Champion Agreement shall be considered a breach of these Terms and the Agreement, giving Taptap Send the right to terminate the Ambassador’s and/or the Champion Agreement.
2.9. Ambassador warrants that all Champions will handle any personal data received in the course of their promotional activities in accordance with applicable data protection laws and Taptap Send’s privacy policies.
2.10. Payment of Champions:
2.10.1. Ambassadors shall receive compensation from Taptap Send for each new user sign-up generated through the Champions' promotional codes at the rate specified in the Agreement.
2.10.2. Ambassador is responsible for distributing the appropriate share of this compensation to the Champions, as outlined in their individual contracts.
2.10.3. Ambassador warrants that all payments to Champions will be made promptly and in accordance with the agreed terms of the Champion Contract.
2.10.4. Failure to make timely payments to Champions may result in the termination of Ambassador's contract with Taptap Send.
2.10.5. Ambassador warrants and agrees to maintain accurate and detailed records of all payments made to Champions under the terms of this Agreement.
2.10.6. Upon request from Taptap Send, Ambassador shall promptly provide proof of payment of any sums due to Champions. This proof may include, but is not limited to, bank statements, payment receipts, or other financial records that clearly demonstrate the payment was made.
2.11. Indemnification
2.11.1. Ambassador agrees to indemnify and hold harmless Taptap Send from any claims, damages, or liabilities arising out of the actions or omissions of the Champions.
2.11.2. This includes any breaches of contract, violations of law, or any other acts or omissions by the Champions in their role as subcontractors.
2.11.3. In the event of non-compliance with clause 2.7 of these Terms, Ambassador agrees to indemnify and hold harmless Taptap Send from any claims, damages, or liabilities arising from the failure to pay Champions as required.
2.12. Termination of Champion Contracts
2.12.1. Ambassador may terminate a Champion Contract in accordance with the provisions of the Champion Contract.
2.12.2. Ambassador must notify Taptap Send of any such terminations and the reasons thereof.
2.12.3. Ambassador must terminate a Champion Contract if requested to do so by Taptap Send.
2.12.4. Upon termination of the Agreement, all Champion Contracts entered into by Ambassador will automatically terminate.
3. Compensation Terms
3.1. Where the Agreement provides for a fixed fee, Payments are contingent upon Ambassador undertaking promotional activities to obtain new user sign-ups in accordance with the service requirements outlined in the Agreement. If Ambassador(s) fails to undertake any promotional activities in any given month, Taptap Send shall have no obligation to make payment for that month.
3.2. Where Ambassador is paid contingent on new user sign-ups using Ambassador’s promo code(s), Taptap Send reserves the right to review transactions made using Ambassador’s promo code(s). Any transactions deemed to constitute promo code abuse will result in Ambassador forfeiting receipt of the fee for such transactions. Such abuse will also give Taptap Send the right to immediately terminate the Agreement.
4. Termination of the Agreement
4.1. Either Party may terminate this Agreement with 7 days’ notice in writing to the other Party.
4.2. Taptap Send shall be entitled to terminate this Agreement on written notice to Ambassador with immediate effect if Ambassador/Agency is in breach of any warranty or material obligation contained in this Agreement or the Terms and in the event of any suspected promo code abuse.
4.3. Upon termination of the Agreement, Ambassador shall immediately cease all activities related to Taptap Send and shall no longer associate themselves with Taptap Send in any manner. Where requested by Taptap Send, Ambassador agrees to remove any references to Taptap Send from their social media profiles, websites, and any other public or private channels. Failure to comply with this provision shall be considered a material breach of these Terms and the Agreement.
5. Ambassador Warranties
5.1. In signing the Agreement, Ambassador confirms and warrants that:
5.1.1. they have read and will comply at all times with the Marketing Guide;
5.1.2. they have read and will comply at all times with this Agreement and the Terms;
5.1.3. they will not work for any other money transfer business competing with Taptap Send (whether in a paid or unpaid role) for the duration of this Agreement and 3 months thereafter;
5.1.4. they have the full capacity, power, and authority to enter into this Agreement and to perform the obligations required hereunder; and
5.1.5. that all information provided to Taptap Send, including but not limited to personal details, qualifications, and representations of their ability to act as a service provider, is true, accurate, and complete.
5.2. Any breach of these or any of the warranties set out in section 1 shall be considered a material breach of the Agreement.
6. Confidentiality
6.1. Ambassador agrees that they shall not at any time during this Agreement, and for a period of one year following termination, disclose to any person any confidential information concerning the business affairs, customers, clients or suppliers of Taptap Send or its affiliates, except as permitted in writing by Taptap Send.
6.2. Neither Party shall use the other’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
7. Intellectual Property
7.1. Ambassador hereby warrants that all content used in the promotion of Taptap Send shall be either their own original content (produced or purchased) or content for which they have the written permission of the artist/owner to use for this purpose.
7.2. Ambassador hereby assigns to Taptap Send absolutely and with full title guarantee all of their rights, titles and interests in and to the copyright in all media and all other rights in all content and products arising from their activities under this engagement.
7.3. Ambassador hereby irrevocably grants to Taptap Send their consent to make full use of all content and products created by them pursuant to this engagement.
7.4. Ambassador hereby irrevocably grants to Taptap Send a non-exclusive license worldwide for the duration of the engagement to use Ambassador’s name, image, slogans, biography and logos.
8. No Partnership or Agency
8.1. Ambassador acknowledges and agrees that they are engaged as an independent service provider and not as an agent, employee, or representative of Taptap Send.
8.2. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute either Party the agent or employee of the other Party, or authorise either Party to make or enter into any commitments for or on behalf of the other party.
8.3. Ambassador does not have any authority to bind or commit Taptap Send in any way or to incur any obligations on behalf of Taptap Send without the prior written consent of Taptap Send.
8.4. Any actions taken by Ambassador that are outside the scope of this Agreement shall be the sole responsibility of Ambassador.
9. Indemnity
9.1. Ambassador agrees to indemnify, defend, and hold harmless Taptap Send and its affiliates, directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to Ambassador's failure to comply with marketing guidelines, applicable laws, regulations, and platform policies. This obligation to indemnify shall include any fines, penalties, or other liabilities incurred by Taptap Send as a result of such non-compliance.
9.2. Ambassador agrees to maintain, at their own expense, sufficient insurance coverage to support their indemnity obligations under the Agreement. This insurance coverage shall include, but is not limited to, general liability insurance and professional liability insurance.
10. Governing Law and Jurisdiction
10.1. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
10.2. Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
11. Amending the Agreement
11.1. The Agreement may be amended, supplemented or otherwise modified in a written document signed by each Party that identifies itself as an amendment to the Agreement.
12. Supersession and Termination of Prior Agreements
12.1. In the event that Taptap Send issues a new Agreement to Ambassador before the expiration of the current contract, the new contract shall terminate and supersede the previous Agreement.
13. Third Party Rights
13.1. The Agreement is made solely for the benefit of Taptap Send and the Ambassador, and their respective successors and assigns.
13.2. Except as expressly provided in the Agreement, nothing in the Agreement or these Terms is intended to or shall confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of the Agreement.