1. Introduction
1.1. Di company wey you dey enter contract wit na Deriv Capital International Ltd, a company wey dem incorporate for Samoa, wit company number 85936 (“we”, “us”, “our”).
1.2. Di Deriv group of companies na one of di oldest and most successful online trading companies for di world. Our commitment to high ethical standards na one of di key factors wey go make our success continue. Our business principles summarise di values wey support our work.
1.3. Dis terms and conditions apply to you as our Business Partner (as Clause 2 below define).
1.4. Dis terms and conditions, together wit di Additional Terms wey dey apply to you, depending on weda you be Affiliate, API User, Bug Bounty Program Participant, and/or Payment Agent, as dem fit change from time to time, dem go collectively be known as di “Business Terms”. If any inconsistency or difference dey between dis General Terms and di Additional Terms, di Additional Terms go prevail.
1.5. Na only us get di right to decide weda your application to become a Business Partner don succeed. We go notify you if we approve your application. Our decision na final and you no fit appeal am.
1.6. As you become our Business Partner, you confirm say you accept di Business Terms and agree make dem bind you.
1.7. As you become a Business Partner, you confirm say you be at least 18 years old. Partner accounts wey individuals wey neva reach dis age register go count as breach of dis Business Terms. For such cases, we reserve di right to end di partnership agreement immediately without notice, cancel any pending Commissions, and take any oda necessary actions.
1.8. Na your responsibility to check our website from time to time to review di current version of di Business Terms. We reserve di right to change di Business Terms without notice, and na your responsibility to check our website for di latest version of di Business Terms. Di changed Business Terms go become valid once we publish dem for dis page. If you reject any change for di Business Terms, you must notify us, and we go end our business relationship wit you according to Clause 11. If you continue to be our Business Partner, e go mean say you accept di change.
1.9. Terms wey dem use for dis Business Terms, like “including” or “for example”, no be words wey dey limit meaning, and dem go interpret dem as if di words “without limitation” follow afta dem. Di headings for dis Business Terms na only to make am easy, and dem no go affect di meaning or interpretation of di Business Terms in any way.
2. Definitions
2.1. Affiliate: Entity or pesin wey dey promote Deriv products and services in exchange for compensation as Commissions wey base on di trades wey di clients wey dem refer make on Deriv Trader, Deriv Bot, SmartTrader, Deriv MT5, Deriv cTrader, Deriv mobile apps, and/or third-party applications wey use Deriv API;
2.2. API User: Na entity or pesin wey dey interact wit Deriv application programming interface to access and use di functionality and/or data wey dey dia, so dat di entity or pesin fit build custom trading applications wey dey interact wit Deriv trading platforms;
2.3. Business Partner: Na Affiliate, API User, Bug Bounty Program Participant, and/or Payment Agent;
2.4. Deriv: Di “Deriv” brand and/or trade name;
2.5. Payment Agent: Pesin or entity wey dey make am easy to transfer funds or payments between clients and a financial institution or payment service provider.
3. Code of conduct
3.1. General
3.1.1. You agree say you go conduct your business according to our principles. If you no willing or you no fit follow our principles, we reserve di right to withdraw from di business relationship.
3.1.2. You must no take part for any activities, directly or indirectly, wey pipo fit reasonably see as something wey fit harm di reputation of Deriv.
3.1.3. You must no refer clients to us if you know, or get reasonable reason to expect, say dem clients dey take part in malicious activities (including any manipulation of our systems and business in ways wey fit cause any adverse, special, incidental, punitive, or consequential loss or damages to us).
3.2. Compliance wit legal and regulatory requirements
3.2.1. Na your responsibility to make sure say you comply wit any and all laws, rules, and regulations wey apply for di countries wia you dey operate. Dis ones include laws wey concern advertising, data protection, privacy, and social responsibility, among oda tins.
3.2.2. If any matter dey wey we believe say clients need to know so dat dem go comply wit any legal or regulatory requirements, or for any oda reason, you agree say you go quickly inform any clients wey you introduce to us about such matters according to our instructions.
3.3. Responsible trading
3.3.1. You suppose encourage your referrals make dem build dia expertise wit demo account, so dem fit try di applicable Deriv product free of charge, instead make dem begin trade wit real funds immediately.
3.3.2. You must help clients understand clearly di risks wey dey apply to our products and services. You go explain to dem say profit no dey guaranteed, trading fit become addictive, and dem must trade only wit money wey dem fit afford to lose, and neva use borrowed funds. Dem suppose set profit targets before dem start and avoid trading wen dem tired or wen alcohol or medication dey affect dem.
3.3.3. You fit only give technical and educational information to clients or potential clients, and you must neva give dem any type of financial, investment, or trading advice.
3.3.4. You must not encourage any clients wey you introduce to us make dem take any type of loan so dem fit make deposits and/or place trades.
3.3.5. You must not give or offer to give clients access to capital or funds to trade wit us.
3.3.6. You must not allow clients or any other third parties make dem access or use any Deriv accounts wey you don create.
3.4. Transparency
3.4.1. Any information or materials wey you give clients, including any description of trading, Contracts for Difference, Options, or oda descriptions of products and services wey we dey offer, suppose get enough details, no favour anybody, dey transparent, and no get any element wey fit mislead person. E suppose also follow all di requirements wey dey inside di Business Terms.
3.5. No bribery
3.5.1. You agree say you go fully comply wit our Anti-Bribery and Corruption Policy for di whole period of di business relationship. Dis commitment mean say you no go offer, accept, or ask for any form of bribe, kickback, improper payment and/or benefits in kind, and say you go maintain transparent and ethical business practices at all times. All forms of bribery dey prohibited, including to offer bribe to or accept bribe from government officials, or any person or organisation wey get position of responsibility for di private sector.
3.5.2. We reserve di right to monitor and verify say you dey comply wit di Anti-Bribery and Corruption Policy. If you break dis policy, we fit end our business relationship wit you without notice, and di breach fit lead to possible legal action.
3.6. Anti-money laundering
3.6.1. We no allow anybody use our products or payment facilities to make money laundering, terrorist financing, or any oda criminal activities easy.
3.6.2. If you suspect say client dey use money wey dem get dishonestly, you must inform businesspartners@deriv.com as soon as possible. For cases like dis, we fit decide to check di client status and background.
3.6.3. If we request am, you must conduct Know Your Customer (KYC) checks on your clients according to our instructions.
3.6.4. You must inform clients wey dey work for banking and/or finance sector say dem fit not conduct trades through our website without dia employer knowledge. Dem must check say any trading like dis dey follow dia employer policies.
3.6.5. You must make sure say any potential clients sabi say we prohibit all forms of insider trading. Dis mean say clients no fit trade based on inside information or knowledge wey no dey publicly available. Dis kind knowledge fit include, for example, confidential information wey dem get through dia work. If you get any suspicion say dis kind trading dey happen, you must tell us through businesspartners@deriv.com as soon as possible.
3.6.6. We get di right to suspend, block, or cancel any account wey suspected money laundering don happen through.
3.7. Conflict of interest
3.7.1. You must avoid conflicts of interest. For example, you must not compete wit us, directly or indirectly, or use di knowledge wey you get because of your relationship wit us to help anybody else compete wit us.
3.7.2. If actual or potential conflict of interest happen during your work, you must report am to businesspartners@deriv.com as soon as possible.
3.8. Books and records
3.8.1. You must make sure say you fill all records wey show your business transactions correctly and wit as much detail as dem require.
3.9. Whistleblowing
3.9.1. You agree say you go fully comply wit our Whistleblowing Policy for Partners for di whole period of your business relationship wit us. Dis include make you quickly report any actual or suspected misconduct, unethical behaviour, legal violations, or company policy breaches wey fit happen because of your activities. We encourage you make you report such concerns in good faith by sending email to di Group Whistleblowing Officer for speakup.partners@deriv.com. We go treat your report as confidential and handle am according to our internal investigation procedures. By speaking up, you dey help us maintain culture of transparency, integrity, and accountability.
4. Know Your Business Partner
4.1. We fit require you make you give us proof of identity, proof of address, and/or oda documents or information about your identity or business affairs wen you apply to become a Business Partner or later, so we fit conduct our due diligence checks (as part of how we dey manage risk and reputation, and meet our regulatory compliance obligations). You also agree say you go give us any information and documents about your operations and competence wey we fit request from time to time (wey fit relate to, for example, your registration, incorporation, memberships, authorisations, knowledge, expertise, and/or experience).
4.2. You agree and acknowledge say if you no provide any of di information wey we request during your onboarding process as a Business Partner, or if any information wey you give us dey considered inaccurate, incomplete, fraudulent, and/or untrue, we get di right to reject your application, end our business relationship wit you without prior notice, and/or keep any funds wey you hold wit us.
4.3. If any information wey you submit during di signup process change for any way or at any time, you must notify us by email immediately.
4.4. If, for any reason, including lack of authorisation, knowledge, expertise, experience, or time, you no longer get authorisation, competence, capability, adequacy, or qualification to carry out any applicable duties and obligations as dem set out for these Business Terms, you must notify us by email immediately.
4.5. Afta di business relationship don start, we fit request make you give us updated and/or additional information so dat we fit update our due diligence records accordingly. If you fail to provide di information wey we request within di time wey dem stipulate, we reserve di right to terminate our business relationship wit you without notice. Any funds wey you hold wit us go be paid to you through di banking details wey we get for file, and your account(s) go close.
4.6. We reserve di right to reject any information wey you provide wey, for our view, no appear to dey up-to-date, accurate, or complete, or to request make you correct or verify any details wey you provide. If di information wey you provide no meet our verification requirements, we reserve di right to either decline your application or terminate our business relationship wit you (as applicable). We fit also retain any funds wey you hold wit us.
4.7. Any funds wey we suspect or consider say dem come from criminal activity no go be accepted.
5. Intellectual property, marketing, and advertising
5.1. You must neva prepare or publish any content, or place any advertisements wey refer to us and your relationship wit us, without our prior written consent.
5.2. If you own or operate any websites wey you wish to use refer to our products or services, you go do so only wit our prior written approval. You go also provide a web link from your website(s) to our own.
5.3. We fit provide you wit marketing materials and different brand assets, including copies of our trademarks (together, di “Deriv IP”). We grant you a licence wey you no fit assign, transfer, or give exclusively, and wey we fit cancel, to use di Deriv IP only to publicise di Deriv products and/or your relationship wit us as an Affiliate, provided say:
5.3.1. Di way you use Deriv IP must follow our guidelines for marketing and promoting Deriv, any oda marketing guidelines, and any instructions wey we fit give you from time to time;
5.3.2. You acknowledge say all goodwill wey come from your use of di Deriv IP go belong to us, and if we request am, you go promptly do all tins wey dey necessary (including to sign any documents) to make di assignment of such goodwill to us happen;
5.3.3. You no go do, or fail to do, any act wey fit weaken, damage, or negatively affect di Deriv IP or di reputation or goodwill wey associate wit us or di Deriv IP, or wey fit invalidate or put di registration of any trademark within di Deriv IP at risk;
5.3.4. You no go apply for, or obtain, registration of any trade or service mark, trade name, or domain name for any country anywhere for di world wey consist of, contain, or wey, for our reasonable opinion, dey confusingly similar to di Deriv IP, or allow, arrange, or assist any third party to do di same;
5.3.5. If you become aware of any actual, suspected, or threatened infringement of any of di Deriv IP, or any claim say any of di Deriv IP dey infringe di rights of a third party, you go notify us promptly;
5.3.6. If you wish to produce any physical products or merchandise wey contain di Deriv IP, you must get our prior written consent by emailing affiliates@deriv.com wit a copy to your affiliate account manager; and
5.3.7. You no go amend or change all or any part of our marketing material without our prior written consent.
5.4. Through any marketing, advertising, or promotional activities wey you undertake, you no go target any clients wey dey below di legal age wey dem require to trade for dia country of residence.
5.5. You no go develop and/or implement marketing, advertising, and promotional activities wey breach any laws, rules, regulations, or codes of practice wey relate to marketing, advertising, and promotional activities wey apply (including under di authority of any regulatory body, government agency, or law enforcement authority) for any of di jurisdictions wia you operate or target business.
5.6. You no go impersonate our domains or bid on, purchase, or register any keywords, search terms, or other identifiers for use for any search engine, portal, sponsored advertising service, or other search or referral services, if dem identical or similar to any of our trademarks or trade names wey include di word “Deriv” or any variation of am.
5.7. Your advertisements and campaigns must not direct traffic straight to our websites and must not include any URL wey contain di word “Deriv” or any variation of am.
5.8. We no dey tolerate di distribution of any message wey no concern di matter or wey nobody ask for, wey dem send through internet give plenty users for advertising, phishing, or to spread malware (“Spam”). If you issue, produce, forward, or distribute any form of Spam in any oda way, dem fit put your account under review, and dem fit hold all di money wey dem suppose pay you until dem investigate your account. Since we dey liable to pay fines for Spam and e fit damage our reputation wit clients, we fit remove any damages, costs, or expenses wey join from your account (“Spam Costs”). If dis one happen, we go calculate di amount of Spam Costs wey you owe in good faith and in a fair way, but make you note say our decision na final. By registering as a Business Partner, you accept dis as fair and reasonable compensation wey you owe us for sending Spam.
5.9. We fit withhold, retain, and/or set off any commissions or other amounts wey we suppose pay you under these Business Terms against any sums wey you owe and suppose pay Deriv for Spam Costs, until dem fully settle such amounts.
5.10. You consent make we disclose your identity for our website(s) or any publicly accessible medium wey we manage.
5.11. If dem give you any Deriv-branded merchandise for you to distribute to your clients or potential clients, you agree say you no go charge any fees for dis merchandise.
5.12. You no fit take part for any activities wey pass wetin our systems fit handle naturally, or wey comot from di parameters of normal trading activity, as we alone decide. Dis include say you redistribute Deriv's feed, use our system resources too much, or deliberately try disrupt di normal way wey our systems dey function through too many requests or traffic. If you breach dis clause, we reserve di right to take any action wey we decide say necessary and recover any costs wey come up because of dis breach.
5.13. Tools wey fit help wit marketing
5.13.1. From time to time, we fit provide you with certain marketing assistance tools (di “Tools”). We provide these Tools only as guide to help develop marketing materials wey you go use promote di Deriv brand (“Intended Purpose”).
5.13.2. Na you alone dey responsible for:
5.13.2.1. All data, prompts, and materials wey you provide to di Tool (di “Inputs”), and all content, designs, materials, and oda results wey di Tool generate or wey you generate through di Tool (di “Outputs”), including but no limited to making sure say you get all di permissions and consents wey dey necessary; and
5.13.2.2. To ensure say all Outputs (including how dem use dem) dey comply wit di laws and regulations wey apply, all Deriv business partner terms and conditions, including di Partner Guidelines.
5.13.3. You no fit do any of di following:
5.13.3.1. Use di Tools or Outputs for any purpose oda than di Intended Purpose;
5.13.3.2. Use di Tools or Outputs in a way wey breach any applicable law or regulation, or for any unlawful purpose;
5.13.3.3. Process, upload, or submit any personal data, confidential information, or any unauthorised data, or any data wey fit cause or contribute to our actual, potential, or perceived breach of third-party rights or applicable laws, or wey fit otherwise expose us to legal, regulatory, or reputational risk;
5.13.3.4. Provide, disclose, sublicense, or otherwise make di Outputs available to any third party, except where e dey strictly necessary to publish, distribute, or use di Outputs for di Intended Purpose; or
5.13.3.5. Make di Tools, or access to di Tools, available to any third party, whether na by sharing access credentials, reselling, sub-licensing, or any oda means.
5.13.4. We own all rights, title, and interests in di Tools, di models, and di underlying technology, including any improvements or derivative works.
5.13.5. Subject to your compliance with these terms, we grant you a non-exclusive, non-transferable, revocable, royalty-free licence to use di Outputs only to generate, publish, and distribute marketing and promotional materials wey promote di Deriv brand.
5.13.6. We no get any obligation to monitor, review, or moderate any Inputs or Outputs, but we fit do so any time wey na only us decide.
5.13.7. Outputs na wetin dem generate automatically, and Deriv no review, approve, or endorse dem. Dem no be legal, marketing, or any oda professional advice. You no suppose rely on dem instead of consulting qualified professionals.
5.13.8. To di maximum extent wey law allow, we provide di Tools and all Outputs on an “as is” and “as available” basis, without any representations, warranties, or conditions of any kind, whether express, implied, statutory, or otherwise. To di fullest extent wey law allow, we disclaim all warranties, including any warranties wey relate to accuracy, completeness, originality, non-infringement, legality, merchantability, or fitness for a particular purpose. We no give any warranty say di Tools or Outputs go meet your requirements, achieve any intended result, or dey free from errors, defects, or interruptions.
5.13.9. To di maximum extent wey law allow, Deriv or its related entities, officers, directors, employees, agents, or licensors no go ever be liable to you or to any third party for any loss wey arise from or connect with your use of, or inability to use, di Tools or di Outputs. Dis limitation apply whether di claim na based on contract, tort (including negligence), statute, or otherwise.
5.13.10. You go be liable for, and you go defend, indemnify, and hold harmless Deriv, its related entities, and dia respective officers, directors, employees, agents, and licensors from and against all losses, damages, liabilities, penalties, fines, costs, and expenses (including reasonable legal fees) wey arise from, or connect with, any of di following:
5.13.10.1. Your use of di Tools, including any Inputs wey you submit;
5.13.10.2. Di use, publication, distribution, or oda exploitation of any Outputs;
5.13.10.3. Any breach of dis Agreement by you, including any Prohibited Actions;
5.13.10.4. Any violation of applicable laws or any infringement of third-party rights, including intellectual property, privacy, confidentiality, advertising, or consumer protection rights; and
5.13.10.5. Any action or failure to act by third parties wey you engage to publish, distribute, or otherwise use di Outputs.
5.13.11. We fit modify, suspend, or discontinue di Tools at any time, for any reason at all, wit notice. We no go get any liability to you or any third party for any such modification, suspension, or discontinuation.
5.13.12. We fit suspend or terminate your access to di Tools, where we reasonably suspect say you don breach dis terms, applicable laws, or third-party rights.
5.13.13. Di provisions for dis Clause 5.13, including all warranties, disclaimers, limitations of liability, indemnities, and remedies wey dey available, go remain valid afta any termination or expiry of dis Agreement.
6. Conferences wit events
6.1. Dis section get terms and conditions wey apply to you if you attend or plan to attend any conferences and events as an Affiliate (each one na “Event”).
6.1.1. We go define and communicate di location of di Event. We reserve di right to withdraw di invitation or change di dates and/or location of di Event.
6.1.2. Participation for Events na only for Affiliates wey get written invitations and (if e apply) any number of guests wey di invitation permit. Guests must be 18 years or older.
6.1.3. You no fit transfer your invitation give anybody else, and you no fit extend di duration of your participation beyond di dates wey dey your invitation.
6.1.4. You agree say you go provide us wit proof of identity for you and your guest(s), together wit any additional documents wey dem mention for your invitation email. We reserve di right to cancel your invitation and/or stop your guest(s) from participating for di Event if we no receive di documents wey we request.
6.1.5. We reserve di right to choose a suitable arrival/departure airport for di Event, wey go be di same for you and your guest(s).
6.1.6. We reserve di right to assign rooms and change room assignments or roommates based on availability and priority.
6.1.7. If you and/or your guest(s) miss your connection, arrive late for di Event, or no make am to di Event at all, any expenses wey come up because of last-minute cancellations na you go pay am. Afta you don give written confirmation make we issue your flight ticket, you go bear di cost for any changes or cancellations wey no be us make, if refund no dey possible.
6.1.8. If you and/or your guest(s) no fit attend di Event, you need to notify your affiliate team member/account manager through email or WhatsApp no later than two (2) weeks before di Event. Afta di deadline wey dem specify, any cancellation fees go be charged to you.
6.1.9. Di invitation to di Event cover only di expenses for your stay (food and hotel), flight ticket(s), and transportation from di airport to di hotel and back for you and your guest(s) (wherever e apply). Any medical tests or vaccines wey fit be required for di trip no dey included. Na your responsibility to check di items wey di hotel package for your invitation cover. You go be responsible to clear any additional expenses wey dem charge to your room when you check out.
6.1.10. We fit arrange travel insurance for you and your guest(s). If we do so, you and your guest(s) go dey covered by di travel insurance policy wey we sponsor, subject to im terms and conditions. If you or your guest choose to stay beyond di period of di Event, na your responsibility to arrange travel insurance for di additional period. We recommend say you get travel insurance independently to make sure say you dey covered for all cases.
6.1.11. By participating for di Event, you give us permission to capture and publish photos and videos wey fit include you for marketing purposes. If you no want make we use any photographs or footage wey show you, please email us at dpo@deriv.com to express your request for writing.
6.1.12. You must get explicit permission from us before you use any photographs and/or videos wey dem take during di Event for your content.
6.1.13. You and your guest(s) need to follow di hotel guidelines and local laws, customs, and regulations. We reserve di right, without any liability, to refuse you entry or remove you from di Event if we consider say you present a security risk or fit disrupt di smooth running of di Event.
6.1.14. We no go be liable to perform any of our obligations wey relate to di Event where we no fit do so because of unforeseen circumstances or circumstances wey dey beyond our reasonable control. We no go be liable to compensate you and/or your guest(s) for such circumstances.
6.1.15. You agree to indemnify us and hold us harmless from any claims against us wey you and/or your guest(s) make because of any minor injury, major injury, or sickness (such as COVID-19), wey be inherent risks wey dey involved wit physical activity and when you perform or engage for any similar activity.
6.1.16. You agree say you go indemnify us and make we no bear responsibility for any claims wey oda parties (like your spouse or dependents) bring against us if, during di Event, any belongings wey belong to you or your guest(s) get damaged, or if you or your guest(s) go missing, get injured, or lose your or dia life.
6.1.17. You agree say you go indemnify us and our representatives and make we no bear responsibility for all costs, claims, damages, liabilities, and expenses (including any professional fees) wey we fit incur because you or your guest(s) breach these Terms.
6.2. Code of conduct
6.2.1. All participants must behave properly, maintain professional behaviour, and contribute to an environment of respect towards staff and oda pipo wey dey involved for Events, meetings, or activities. As a company, we share values like equal treatment, respect, dignity, and rejection of any behaviour wey amount to verbal or physical violence.
6.2.2. Behaviour wey no appropriate
6.2.2.1. Di following list of behaviours na behaviours wey dem consider no appropriate during an Event, meeting, or activity, whether e happen physically or online:
6.2.2.1.1. Di use of any kind of insulting, humiliating, or intimidating expressions and manners
6.2.2.1.2. All kinds of physical or verbal sexual harassment or coercion, including sexual or intimate innuendo, intentional touching or brushing against pesin, obscene and inappropriate language wey pesin use through any means (spoken, written, digitally communicated, etc.)
6.2.2.1.3. Expressions of sexist and xenophobic content wey fit create an uncomfortable, offensive, or discriminatory environment
6.2.2.1.4. Direct or indirect acts of non-sexual harassment, including any behaviour, action, or comment wey discriminatory, intimidating, insulting, or threatening
6.2.2.1.5. Any act of violence, whether physical or verbal, through all available communication channels (in person, through social networks, private messages, etc.)
We go assess any violation of dis Clause 6.2.2 case by case, and we fit take relevant measures as we decide, including ending our business relationship wit you without notice.
6.2.3. Consequences of behaviour wey no appropriate
6.2.3.1. Depending on how serious di act be, as na only our criteria and/or di criteria of any oda organiser of di Event, meeting, or activity go determine am, we fit take di following measures against di pesin wey receive reprimand:
6.2.3.1.1. Wetin no too serious
6.2.3.1.1.1. First instance: We go hold a meeting and give warning to di aggressor.
6.2.3.1.1.2. First recurrence: We reserve di right not to include di aggressor for future events.
6.2.3.1.1.3. Repeated recurrence or serious first offence: If an attendee don repeat di offence, or if di first offence don threaten di safety, integrity, and dignity of di pesin wey dem attack, we go consider ending our business relationship wit you. We choose not to interact wit pipo wey no align wit our values. We go communicate di decision orally and in writing to di parties wey dey involved.
6.2.3.1.2. Very serious level
6.2.3.1.2.1. We don withdraw all benefits and coverage wey we grant. Di aggressor go pay for dia stay and any oda expenses wey don arise.
6.2.3.1.2.2. Di victim get di right to report di incident to di local authorities.
7. Representations wit warranties
7.1. You represent, warrant, and undertake say:
7.1.1. All di information wey you give us during di sign-up process na true, correct, and no dey mislead pesin;
7.1.2. You go always act in good faith for your dealings wit us;
7.1.3. You don get and you go maintain all di licences and consents wey dey necessary to operate according to any applicable laws, rules, and regulations (including dose wey dey apply under di authority of any regulatory body, government agency, or law enforcement authority) for di jurisdictions wia you dey operate or target business;
7.1.4. You no know of anything wey go or fit reasonably prevent or obstruct you from performing any of your obligations under di Business Terms for di way and at di times wey dis Business Terms contemplate;
7.1.5. Your website(s) or promotional materials no go contain any material wey pipo fit consider as defamatory, pornographic, unlawful, harmful, threatening, obscene, harassing (including racially or ethnically), or otherwise objectionable, discriminatory, violent, politically sensitive, or controversial, or wey dey infringe di intellectual property rights of any third party (for example, copyright, patent, or trademark) or oda proprietary rights of any person or entity;
7.1.6. You no get criminal record relating to bribery and corruption, murder, terrorism, trafficking, financial crime, or any oda crime wey fit make you unsuitable to enter or maintain business relationship wit us;
7.1.7. You go comply wit our Anti-Bribery and Corruption Policy for di whole period of di business relationship;
7.1.8. You don no engage, and you no go engage, for any activity wey fit, through your association wit us, damage Deriv reputation; and
7.1.9. You no go use, or allow any oda person use, our products and services for money laundering, terrorist financing, or any oda criminal activities.
7.2. We dey provide our website on an “as is” and “as available” basis, and we no give any warranty say our website go dey free from errors, say any errors go dey corrected, or say our website dey free from any third-party interference, like hackers or any oda harmful components wey arise outside our control.
7.3. We no claim say our website or products go dey available without interruption or say we go provide service wey no get errors. We no go dey liable for di consequences of any such errors or interruptions.
8. Indemnity wit liability
8.1. You go indemnify us and hold us harmless for any and all losses, demands, claims, damages, costs, expenses, and liabilities (including consequential losses, loss of profit, and reasonable legal costs, if applicable) wey we fit suffer or incur, directly or indirectly, because of wetin you, or any of your associates, agents, and/or employees do:
8.1.1. Breaches, non-performance, or non-observance of any of your obligations or warranties under di Business Terms; or
8.1.2. Fraud, omission, negligence, misconduct, or false representation.
8.2. If we become aware say you dey breach any provisions wey di Business Terms set out, apart from any oda right or remedy wey dey available to us under di Business Terms or any applicable law, we get di right to immediately end our business relationship wit you and revoke your privileges as our Business Partner. By dis, you completely and irrevocably waive any rights and claims against us, and release and indemnify us, any member of our group of companies, our directors, officers, shareholders, employees, or websites from any liability if we take any such action against you.
8.3. Nothing for dis Business Terms go limit or exclude our liability for anything wey applicable law no allow make dem limit or exclude.
8.4. You dey perform your services and oda obligations wey dis Business Terms set out at your own cost and risk. Subject to Clause 8.3, we no go dey liable to you for contract, tort, or otherwise (including liability for negligence) for any loss or damage at all, no matter how e happen, wey arise directly or indirectly in connection wit dis Business Terms or di business relationship, including (a) any loss of business, revenue, profits, or anticipated savings; (b) any wasted expenditure, corruption, or destruction of data; (c) any loss of goodwill or reputation; or (d) any indirect or consequential loss.
8.5. Na only you go dey responsible for di development, operation, and maintenance of your website(s), and for all materials wey appear for your website(s) or wey you post for oda websites. You go indemnify us and hold us harmless from all losses, demands, claims, damages, costs, expenses, and liabilities (including consequential losses, loss of profit, and reasonable legal costs if applicable) wey we fit suffer or incur, directly or indirectly, wey relate to di development, operation, maintenance, and content of your website(s), or content wey you post for oda websites.
8.6. Subject to Clause 8.3, we no go dey responsible or liable to any client because of your fraud, omission, negligence, misconduct, misrepresentation, or wilful default, or if you breach di Business Terms in any oda way.
8.7. Subject to Clause 8.3, we no go in any way dey responsible or liable for any financial or investment advice or oda services wey you fit provide to any client in breach of di Business Terms.
9. Confidentiality
9.1. You acknowledge say, as our business relationship under di Business Terms dey go on, you fit get information about us, our parent companies, subsidiaries, affiliates, clients, or oda third parties, for example, information about di identity, financial status, trading, or transaction performance of any client, as well as our business plans, price points, ideas, concepts, formats, suggestions, developments, arrangements, programmes, techniques, methodologies, know-how, tools and equipment, or any oda information wey pesin fit reasonably regard as confidential (all of dem together na di “Confidential Information”).
9.2. You no go disclose di Confidential Information give any third party. Dis obligation go still apply even afta di business relationship don end.
9.3. You no go produce any copy of any Confidential Information or any content wey dey based on di Confidential Information for personal use, distribution, or any oda purpose, unless we request am or approve am for writing.
9.4. You must make sure say all your associates, employees, and agents follow di terms wey dis Clause 9 set out.
9.5. If di business relationship between you and us end, you must immediately return to us any copies of Confidential Information and all documents wey dey your possession wey relate to our business.
10. Force majeure
10.1. We no go dey liable or responsible for any failure to perform, or delay for performing, any of our obligations, only for di part wey an event wey dey outside our reasonable control cause di delay or failure.
10.2. If an event wey dey outside your reasonable control make you no fit meet your obligations under di Business Terms, you must inform us for writing within three (3) days afta such event happen.
11. Termination
11.1. We fit end our business relationship wit you at any time if we give you written notice at least seven (7) days before we end am.
11.2. You fit end your business relationship wit us at any time if you give us written notice at least seven (7) days before you end am.
11.3. We fit end our business relationship wit you immediately without prior notice:
11.3.1. If you no fit pay your debts as dem fall due, or you don become bankrupt or insolvent, as any applicable bankruptcy or insolvency law define am;
11.3.2. If dem appoint a receiver, examiner, or administrator for all or any part of your business or assets, or dem strike you comot from di registrar of companies for di jurisdiction wia dem register your company, or dem make an order or pass a resolution to wind up your business;
11.3.3. If you breach dis Business Terms in one serious way;
11.3.4. If dem determine say di information wey you provide during di sign-up process na false or incorrect;
11.3.5. If dem start any lawsuit, action, or oda legal or administrative proceeding against you because of di Business Terms, or if any part or all of your property, undertakings, or assets, whether tangible or intangible, dey under encumbrance because of any such proceeding;
11.3.6. If your behaviour show say you commit negligence, deceit, misconduct, misrepresentation, or wilful default;
11.3.7. If you commit fraud or misuse di business relationship in any way (and if dem discover such fraud or misuse, we no go dey liable to you for any commissions for any fraudulent sales or any sales wey base on misuse);
11.3.8. If we believe say you dey breach, or you don breach, any laws, rules, regulations, or codes of practice (including concerning marketing, advertising, and promotional activities) wey fit dey relevant or applicable for di jurisdiction(s) wia you dey operate or dey target business;
11.3.9. If you put digital advertisements or any oda materials for any website wey give unauthorised access to copyrighted content or infringe di intellectual property rights of any third party;
11.3.10. If your ability to perform any of your duties and obligations under di Business Terms don reduce seriously;
11.3.11. If we become aware say you don take part for agreements or conduct wey dey stop fair competition, including fixing prices, restricting di supply of services, price rigging, and/or market sharing;
11.3.12. If we determine say you don take part for any activity wey we, based on our own discretion, consider say e don damage Deriv reputation (and we reserve di right to keep, as compensation, any amounts wey we consider say you owe us because of di reputational damage wey Deriv don suffer); or
11.3.13. As e dey set out for Clauses 3.5.2, 4.2, 4.5, 4.6, and 8.2 or as e dey set out for di Additional Terms wey dey apply to you.
11.4. Di termination of di business relationship between you and us no go affect our rights wey fit don start or accrue on or before di termination date.
11.5. You acknowledge say when termination happen, you no get any claim against us at all and you no get right to any compensation or claim wey come from di termination.
11.6. When these Business Terms terminate, you go:
11.6.1. Immediately stop to dey refer to Deriv and stop to dey use Deriv IP (weda na hard copy or electronically for any website);
11.6.2. Quickly return all materials wey contain Deriv IP give us, at your own cost; and
11.6.3. Quickly remove all Deriv trademarks, including logos, branding, and oda references to Deriv, from your website and/or your own marketing materials.
11.7. Termination no go cancel any breach of di Business Terms and e no go free you from any liability for any breach of your obligations under di Business Terms.
12. Communication wit complaints
12.1. Choose di email address wey you go use send your general communications give us based on your role: Affiliates suppose use affiliates@deriv.com, Payment Agents suppose contact partners@deriv.com, and API Users suppose contact api-support@deriv.com.
12.2. For notices or complaints about these Business Terms, make you send dem in writing to both complaints@deriv.com and di email address wey match your role, as we don mention for di clause before dis one.
12.3. Any notice or communication wey dem require or allow under dis Business Terms must dey for writing, and dem go take am as notice wey dem properly serve, give, deliver, and receive once dem deliver am to di recipient email address. For di purpose of dis clause, “Business Days” mean business days for Samoa. Any notice wey dem send by email, dem go take am as notice wey di recipient don receive on di next Business Day afta di day wey dem send am. If di day wey dem take as di day notice don arrive no be Business Day, dem go take di notice as received on di next Business Day.
12.4. If you send us a complaint, we go acknowledge say we don receive your complaint through email, investigate your complaint, and send you our final response within fifteen (15) days from di date wey we receive di complaint.
12.5. Na your responsibility to make sure say you fit receive any and all emails wey we send give you.
13. Governing laws and jurisdiction
13.1. These Business Terms and any disputes wey arise from, connect to, or relate to di interpretation of these Business Terms (including non-contractual disputes) go dey governed by di laws of Samoa and go dey subject to di exclusive jurisdiction of di courts of Samoa
14. Miscellaneous
14.1. These Business Terms na di complete agreement between you and us and dem replace all previous agreements, promises, assurances, and representations (weda dem dey written or oral) wey relate to dia subject matter.
14.2. You acknowledge say you dey independent from us and say agreeing to di Business Terms no go in any way create any partnership, joint venture, agency, franchise, sales representation, fiduciary or employment relationship between you and us. You no go get authority to make or accept any offers or representations on our behalf. You no go make any statement, weda for your website or otherwise, wey fit reasonably contradict anything wey dem set out for this Clause 14.2.
14.3. You understand say di relationship between you and us no be exclusive and say we fit enter similar relationships wit any oda third party without restriction.
14.4. We fit assign any or all of our rights under di Business Terms to a third party.
14.5. You no fit transfer any or all di rights wey you get under di Business Terms give third party unless we don give written consent before you do am.
14.6. If any court or administrative body wey get authority to handle di matter find any provision of these Business Terms invalid, or say dem no fit enforce am, di fact say di provision no valid or say dem no fit enforce am no go affect di oda provisions of these Business Terms, wey go remain fully in force and effect.
14.7. If we no insist make you carry out any of your obligations under these Business Terms, if we no enforce our rights against you, or if we delay to do so, e no mean say we don give up our rights against you, and e no mean say you no need to comply wit those obligations. If we decide to waive any default wey come from you, we go do am only for writing, and dat one no mean say we go automatically waive any later default wey come from you.
14.8. If dem translate these Business Terms into any oda language, and any difference or disagreement dey between di English text and di translated text, na di English text go apply.
