Aspire Partnership Referral Terms and Conditions

1. Introduction

1. These Terms and Conditions ("Terms") govern your participation in the Aspire Referral Program ("Program"). By clicking "I Accept" or participating in the Program, you ("Partner" or "you") agree to be bound by these Terms with the Aspire entity specified in Schedule 1 ("Aspire", "we", "us", or "our").

2. Definitions

In these Terms:

1. "Account" means the business account provided by any entity of the Aspire Group to its customers
2. "Applicable Law" means all laws, legislation, regulations, binding codes of practice, or rules applicable in the Territory
3. "Aspire Group" means Aspire and its affiliated companies including its parents, subsidiaries and sister companies
4. "Converted Prospect" means a Prospect who (i) has passed Aspire's KYC process, successfully created an Account, and made the minimum required deposit within the specified timeframe as detailed in Schedule 1; and (ii) is a new customer to Aspire
5. “Confidential Information” means any information at any time (whether before or after the date hereof) and from time to time supplied (whether orally, or in writing, electronically or in any other form) by the Disclosing Party or any of its Representatives (as defined below) to the Receiving Party and/or its Representatives which is information:
   1. in relation to the Disclosing Party, any of its affairs or business or systems or methods of carrying on business including without limitation, information relating to customers, products, services, methods, systems, business plans, costs, sales, marketing methods, strategies, procedures, technical operations, user requirements and specifications, information technology plans, structure and system architecture and financial and personnel matters of the Disclosing Party;
   2. pertaining to or belonging to the Disclosing Party's customers or other users of services from time to time provided by the Disclosing Party and the nature of their accounts;
   3. from time to time in the possession or custody of the Disclosing Party belonging to its vendors or other suppliers of services from time to time provided to the Disclosing Party;
   4. confidential or secret or proprietary to the Disclosing Party or trade secrets or any other information classifiable in equity as confidential information;
   5. designated as confidential or secret by the Disclosing Party or otherwise imparted in confidence to the Receiving Party and/or its Representatives, by the Disclosing Party or any of its Representatives; and/or
   6. acquired by the Receiving Party and/or its Representatives in connection with this Terms,
   7. and extends to all forms of storage or representation of the aforesaid information including, but not limited to, documents, loose notes, memoranda, drawings, photographs, electronic storage and computer printouts. In addition, the term “Confidential Information” shall be deemed to include the existence or status of, and any information concerning, the discussions between the parties hereto concerning this Terms and the possible establishment of any other business relationship;
6. “Disclosing Party” means the party disclosing Confidential Information;
7. "Partner" means the entity or individual participating in the Program
8. “PartnerStack” means PartnerStack Inc.
9. “PartnerStack Platform” means the partner programme management platform operated by PartnerStack.
10. "Platform" means the electronic platform provided by Aspire through which services are delivered
11. "Prospect" means a potential customer referred by Partner to Aspire
12. "Referral Fee" means the fees payable to Partner as detailed in Schedule 1
13. "Representative” means, in respect of a Party, any of the following persons: (i) its officers, employees, advisers, agents and representatives; (ii) its group companies and each of their officers, employees, advisers, agents and representatives; or (iii) officers, employees and partners of any such adviser, agent or representative mentioned in (i) or (ii) above or of their respective group companies.
14. “Receiving Party” means the party receiving Confidential Information;
15. "Services" means any products or services offered by Aspire Group
16. "Territory" means the jurisdiction specified in Schedule 1

3. Partner Program 

1. The Partner and Aspire hereby agree to enter into this Terms for the purposes of establishing the Program in accordance with the specifications set out in Schedule 1.
2. Aspire is part of the Aspire Group of companies that provides a range of products and services through the Platform and the Partner agrees that certain or all of Aspire’s functions and responsibilities under the Program may be performed by any member of the Aspire Group as Aspire may select. 
3. As part of the Program, the Partner may refer customers to Aspire for Aspire Group’s products and services. These products and services may be provided by any member of the Aspire Group depending on the jurisdiction of the referred customer and their required products and services. The terms and conditions of such products and services can be located on the Platform. If there are any inconsistencies between this Terms and the terms of conditions of such products and services, the prevailing terms and conditions located on the Platform shall prevail. 
4. Nothing in this Terms shall be interpreted or construed to create an association, joint venture, agency relationship, or partnership among the Parties or to impose any partnership obligation or partnership liability upon any Party. The Partner shall not have any right, power or authority to enter into any agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to otherwise bind, Aspire and/or any other member of the Aspire Group.
5. The Partner agrees that the terms of the Program may be amended by Aspire from time to time by providing the Partner 30 days’ written notice of such amendments

4. Partner Obligations

1. The Partner agrees to:
   1. Not provide recommendations or advice regarding Aspire Group's products without prior approval
   2. Not hold itself out as conducting or engaging in payment services for Aspire Group
   3. Not accept or handle any money on behalf of Aspire Group
   4. Not make unauthorized representations about Aspire's products or services
   5. Not provide information inconsistent with Aspire's official materials
   6. Comply with all applicable laws and regulations
   7. Disclose to Prospects that Partner may receive compensation for referrals

5. Partnerstack

1. Aspire use PartnerStack Platform to manage the Program. You acknowledges that it is a condition precedent that the Partner signs up to the PartnerStack Platform and enteres into a user agreement with Partnerstack.
2. The Partner acknowledges and agrees to use, during the Term, the PartnerStack Platform as the exclusive platform for the Partner to engage the Program, including (without limitation) in respect of any Affiliate of the Partner and any member of the Partner’s business network.
3. The Partner acknowledges that Aspire is not responsible for any performance of any part of PartnerStack’s business or services including the PartnerStack Platform.
4. In the event of any complaint or dispute, the Partner ackwnoledge and agree to settle directly with PartnerStack. Under no circumstances will Aspire be held responsible for any act of omission or loss caused by PartnerStack.
5. Aspire reserves the rights to substitute PartnerStack for another service provider by giving written notification to the Partner.

6. Representations and Warranties

1. Partner represents and warrants that:
   1. It has full power and authority to enter into and perform these Terms;
   2. Its execution and performance of these Terms does not violate any other agreement;
   3. It has obtained all necessary permits, licenses, and authorizations required for its obligations;
   4. It has the expertise and resources to perform its obligations; and
   5. All information provided to Aspire is true, accurate, and complete.

7. Confidentiality

1. Each Party agrees to:

1. 1. keep the other Party’s Confidential Information strictly confidential; and
   2. not disclose the other Party’s Confidential Information to any person without the other Party’s prior written consent.

1. This Clause 7 imposes no obligations upon the Receiving Party with respect to the Disclosing Party’s information that:

1. 1. is in the public domain and readily available at the time of disclosure or which subsequently enters the public domain and becomes readily available (other than as a result of its disclosure by the Receiving Party and/or any of its Representatives in breach of this Terms);
   2. at the time of such disclosure is, or subsequently becomes, available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party provided that such source was not, to the knowledge of the Receiving Party, subject to any duty of confidentiality in respect thereof; or
   3. has been independently acquired or developed by the Receiving Party without reference to the Confidential Information or without violating the Receiving Party’s obligations under this Terms.

1. The restrictions in this Clause 7 do not apply to the extent that any Party’s Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of a Party or any of its Affiliates on any recognized stock exchange. For the purpose of this Terms, “Affiliate(s)” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party; where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.
2. Upon the termination of this Terms, each Party must immediately cease to use the other Party’s Confidential Information.
3. As soon as reasonable following the date of termination of this Terms, each Party, upon written request of the other Party, must destroy or return to the other Party all Confidential Information and must irrevocably delete the other Party’ Confidential Information from its records and computer systems, save that such Party may retain minimum copies of Confidential Information of the other Party for audit or archiving purpose or otherwise required by law or regulation and any retained Confidential Information shall still be subject to the confidential obligation hereunder.

8. Data Protection

1. Each Party acknowledges and agrees that it will, to the extent that it collects, holds, uses or discloses personal information in connection with this Terns, comply with its respective obligations under applicable data protection laws and regulations.
2. The Partner acknowledges and agrees that any sharing between the Partner and Aspire of data, including personal information of either the Partner, a Prospect or Converted Prospect will be undertaken in accordance with the Aspire Privacy Policy.
3. The Partner warrants that it has the legal right to disclose all personal information that it does in fact disclose to Aspire under or in connection with this Terms.
4. The Referrer acknowledges and agrees that in the event Aspire processes any personal information on the Partner’s behalf, the Partner, if required by applicable data protection laws and regulations, will inform the applicable third parties of any such processing and serving of personal information by Aspire and will ensure that such third parties have given any required consents.
5. For the purposes of this Terms, personal information may be collected, held, used or disclosed in order to:

1. 1. provide Services to the Converted Prospects and manage Aspire’s relationship with the Partner and Converted Prospects;
   2. enable Aspire to comply with all Applicable Law, including conducting anti-money laundering, financial crime and other screening checks; and
   3. enable Aspire to comply with this Terms.

9. Intellectual Property

1. Each Party agrees that Aspire shall have the sole discretion to monitor and moderate all promotional and marketing material (if any) in relation to Partner’s collaboration with Aspire hereto, and Partner agrees that it shall seek Aspire’s prior written consent before publishing any such promotional and marketing material.
2. Aspire hereby grants to Partner, a limited non-exclusive license to use and display Aspire and its affiliates’ name, brand name, logo and trademarks, and any other content provided to Partner by Aspire in connection with the Program (collectively, “Aspire IP”), solely as necessary to perform its obligations hereunder. Aspire may in its discretion limit or terminate the Partner’s right to use and display Aspire IP at any time by giving written notice to the Partner. Without prejudice to the foregoing, the Partner’s right to use Aspire IP shall terminate automatically on the termination of this Terms. 
3. For the avoidance of doubt, neither Party shall make use of the other’s name, trademarks or service marks or make any reference to this Terms in any announcement, release or other publicity or marketing without prior written consent of the other Party. Nothing contained in this Terms shall be deemed to grant, whether directly or by implication, any right, (whether by licence or otherwise), under any patent(s), patent applications, copyrights or other intellectual property rights. 

10. Indemnification

1. Partner shall indemnify, defend, and hold harmless Aspire Group and its officers, directors, employees, advisors, agents, and subcontractors (collectively, "Indemnified Parties") from and against any losses, damages, costs, liabilities, expenses (including reasonable attorneys' fees), claims, actions, proceedings, demands, and judgments ("Claims") arising from or relating to:
   1. Partner's breach of these Terms, including any representations or warranties; 
   2. Partner's violation of Applicable Law;
   3. Partner's negligent acts or omissions in connection with the Program;
   4. Partner's misuse of the Program or PartnerStack Platform;
   5. Partner's unauthorized representations about Aspire or its Services;
   6. Partner's violation of any third-party rights;
   7. Any dispute between Partner and a Prospect or Converted Prospect;
   8. Aspire's reliance on information or instructions provided by Partner; and
   9. Partner's marketing or promotional activities related to the Program.

11. Term and Termination

1. These Terms shall continue and in force so long the Partner is still part of the Program, unless terminated earlier as set forth below.
2. Either Party may terminate these Terms by giving to the other Party at least 30 days’ written notice of termination.
3. Either Party may terminate these Terms immediately by giving written notice of termination to the other Party if:

1. 1. if it determines that these Terms or any of the transactions contemplated hereunder is unlawful or in in breach of any licensing or regulatory requirements applicable to it;
   2. the other Party commits any material breach of these Terms and the breach is not remediable, of if capable of remedy, is not so remedied within 15 days of the date of such breach;
   3. the other Party:
2. 1. 1. is, or is in the terminating Party’s reasonable opinion expected to be, dissolved or liquidated;
      2. ceases to conduct all or substantially all of his/its business;
      3. is or becomes unable to pay his/its debts as they fall due;
      4. is or becomes insolvent or bankrupt, or is declared insolvent or bankrupt;
      5. an administrator, administrative liquidator, receiver, trustee, manager, official assignee or similar person, entity or office is appointed over any of the assets of the other Party.
         
         
   4. Either Party may terminate these Terms with immediate effect if the other Party or its employees, agents or affiliates defames, abuses, harasses or threatens or otherwise compromises the dignity of the staff or the other Party.

12. General Provisions

1. Independent Contractors. The parties are independent contractors. Nothing in these Terms creates any agency, partnership or joint venture.
2. Assignment. Partner may not assign these Terms without Aspire's prior written consent.
3. Governing Law. These Terms are governed by the laws specified in Schedule 1.
4. Amendments. Aspire may modify these Terms with 30 days' written notice. Partner's continued participation constitutes acceptance.
5. Entire Agreement. These Terms constitute the entire agreement between the parties regarding the Program and supersede all prior agreements.

SCHEDULE 1

1. Entity and Jurisdiction

Aspire Entity : Aspire FT Pte. Ltd

Registration Number : 201903520D

Registered Address : 158 Cecil St, #09-01, Singapore 069545

Governing Law : Singapore

Territory : Singapore

2. Converted Prospect Criteria

Minimum Deposit : S$100

Activation Period : First 90 days of the Account Opening Date

Other Requirements : Must pass Aspire’s KYC process and needs to be a new customer Aspire   that had not heretofore been a customer or Aspire

3. Program Details

4. Market Requirements

Business or companies incorporated in the countries listed below can open an account with Aspire:

FAQ Link: https://help.aspireapp.com/en/ 

5. Documentation Requirements

(A) Certificate of Registration.

(B) Declaration for commencement of business or Annual Return. The document has to show the shareholders' name, ID number, address and % shareholding and issued within the last 1 year.

Refer to this link for full list of documents required: https://help.aspireapp.com/en/collections/9291518-account-opening-eligibility 

6. Payment Terms

As per PartnerStack Agreement