Effective Date: October 1, 2025 · Last Updated: February 2026
This Referral Partner Agreement ("Agreement") governs the relationship between you ("Partner") and AMP Technologies AG ("Okoora") with respect to the Referral Partner Program.
1. Interpretation
The Agreement establishes standard interpretive rules for terms and references throughout the document. Defined terms have the meanings set out in Section 2.
2. Definitions
- Confidential Information: Data belonging to Okoora, agreement terms, and all service-related information.
- Fees: Compensation payable to Partner for successful New Client referrals.
- Net Fee Revenue (NFR): Income from referred clients, including subscriptions and FX margin revenue, net of all costs, as determined solely by Okoora.
- New Client: A prospect that meets all six qualification criteria, including KYC completion and a minimum transaction of USD $10,000 within six months of referral.
- Platform: Okoora's cloud-based service delivery system.
3. Representations, Warranties & Undertakings
Partner represents and warrants that it: has full legal authority to enter this Agreement; possesses all necessary qualifications and licences; will not damage Okoora's reputation; will not offer investment advice; will not accept client funds; and complies fully with all anti-bribery and anti-corruption laws.
4. Partner Engagement Terms
Okoora retains sole discretion to accept or reject any referral. Partner receives a non-exclusive right to promote Okoora's services and acquires no ownership, proprietary, exclusivity, management, servicing, or control rights over any referred client.
5. Referral Partner Program
Referrals must be submitted via the official partner portal or designated email only. Written approval from Okoora is required; silence within seven days equals rejection. A six-month activation window applies for prospect conversion. Pre-existing client relationships are excluded. The programme is single-tier only — no downstream or indirect referrals are permitted.
6. Onboarding Requirements
Partner must: complete the application form, accept these terms, pass KYC/KYB compliance review, and open an Okoora account to receive payments.
7. Marketing
Partner conducts all marketing at its own expense. A limited, royalty-free licence to use Okoora's materials is granted. Email marketing requires pre-approval. Seven days' written notice is required for material withdrawal. Okoora may use Partner's logo without additional approval.
8. Compensation & Payment Terms
- 10% of cumulative NFR up to USD $10,000,000 per New Client.
- 20% of cumulative NFR exceeding USD $10,000,000 per New Client.
- 36-month eligibility period per New Client from activation date.
- Monthly reporting by the 20th; payment by the 10th of the following month.
- Partner must submit invoice by the 5th of each month. Payments in USD only.
- Minimum automatic transfer threshold: USD $2,500.
- Okoora determines NFR unilaterally. Partner waives the right to audit or dispute NFR calculations.
9. Relationship
Partner is an independent contractor. No agency, partnership, or employment relationship is created. Partner is solely responsible for all personal taxes, insurance, and regulatory obligations.
10. Fulfilment & Client Information
Okoora controls all order processing. All client information is Okoora's exclusive property.
11. Term & Termination
The Agreement has a three-year term from the effective date. Okoora may terminate with 30 days' notice for any reason, or immediately for breach or harmful conduct. Upon termination, only fully-activated New Clients already generating revenue continue to generate fees during the remaining eligibility window. Partner must immediately cease all marketing and return all Okoora materials.
12. Intellectual Property
The Platform remains Okoora's exclusive property. No intellectual property rights are granted to Partner.
13. Confidentiality
Partner must maintain strict confidentiality of all Okoora information. No client activity data will be shared with Partners. Partner may not reverse-engineer Okoora's pricing methodology. Confidentiality obligations survive termination indefinitely.
14. Data Protection & Privacy
Both parties comply with GDPR and applicable data protection laws as independent data controllers. Partner is responsible for its own AML/KYC compliance and must assist Okoora with regulatory obligations on request.
15. Waiver
Partner waives claims regarding account suspension or fee changes. No class action rights are granted. Waiver of one breach does not constitute waiver of any other breach.
16. Limitation of Liability
Okoora is not liable for consequential, special, or incidental damages. Total liability is capped at fees paid to Partner in the preceding 12 months. All claims must be brought within 12 months of the cause of action arising.
17. Disclaimers & Indemnification
No warranties are made regarding Platform functionality. Partner indemnifies Okoora against all losses, costs, and regulatory fines arising from Partner's breach, fraud, or misconduct.
18. Non-Assignment
Referral rights are non-transferable without Okoora's prior written consent. Unauthorised transfer forfeits all fee entitlements. Change of control requires Okoora's approval.
19. Force Majeure
Neither party is liable for delays caused by events beyond their reasonable control. Payment obligations already accrued are not excused. Either party may terminate if a force majeure event continues for 60 or more days.
20. Equitable Relief
Okoora is entitled to seek injunctive or other equitable relief for IP or confidentiality violations without posting a bond.
21. Modifications
Okoora may unilaterally amend this Agreement at any time. Changes apply prospectively. Continued participation in the Programme constitutes acceptance of the revised terms.
22. Severability
If any provision is found invalid or unenforceable, it will be severed and the remainder of the Agreement will continue in full force.
23. Miscellaneous
Entire Agreement: This document supersedes all prior arrangements. Governing Law: Laws of the State of Israel. Jurisdiction: Courts of Tel Aviv-Jaffa. Notices: Via email or Partner Portal.
