Affiliate: a person or entity with legal capacity who applies and is accepted into the Affiliate
Affiliate Programme: the Profiliate partners affiliate programme offered and operated
by Us, whereby the Affiliate agrees to promote and advertise the Promoted Products and direct Referred
Players to the Websites in return for Commission, in accordance with this Agreement.
Affiliate Site: the website(s), mobile or app site(s) or other methods for directing traffic
to the Promoted Products and/or Websites specified in their aplication to join the Affiliate Programme (or
as otherwise agreed in writing with Us from time to time).
Brands: Spin247, , and any other brands (whether registered or unregistered) promoted through
Our Affiliate Programme, as otified by Us from time to time, as well as any and all of Our trademark
registrations or applications or any taglines or marketing slogans used by Us.
Commission: the payment to be made by Us to the Affiliate in accordance with this Agreement.
Profiliate: affiliate program of Spin247.com website, operated under license number 365/JAZ,
Payment Agent: Fairdos Online Services Limited ( Reg No. C387234 ) is the payment agent
responsible for the payments of the commission resulted from the Affiliate Program.
Costs: in each calendar month, the total of all-pocket
a. relevant business, gambling and other taxes and duties
b. software hosting and provisioning costs;
c. fraud (including chargebacks);
d. bad debts;
e. contributions to jackpots, loyalty shop prizes and other non-cash prizes; and
f. direct costs, including but not limited to charges related to ID and age
verification, geographic location verification costs, SMS distribution costs, PSMS costs, NetRefer
costs, payment provider costs, transaction costs (both withdrawal and deposit), fraud detection, system
updates and maintenance, player support and CRM systems.
incurred or paid by Us in relation to the Promoted Products, split proportionately across all Affiliates.
Data Protection Laws : the Data Protection Act (the DPA) 2018, the General Data Protection
Regulation (the GDPR) the Privacy and Electronic Communications Regulations 2003 and any other related
legislation which applies to the Purpose or to the Affiliate's activities under this Agreement including all
subordinate legislation under any of the foregoing and all legislation amending, implementing or replacing
Deposits: in each calendar month the total of the Affiliate's Referred Players' deposits of
real money into the Promoted Products.
Incentive Traffic: Directing traffic to the Promoted Products who will receive compensation or
an incentive for visiting the Websites, such as Cash incentives.
Link: the hypertext link(s) from the Affiliate Site(s) to the Websites.
Minimum Deposit: the minimum real money transfer required to play for real money on the
Promoted Products are contained in Section 5.2
Net Revenue: Deposits less Withdrawals less Costs.
NetRefer: the third party marketing software platform via which We and the Affiliate may
track Referred Players, Net Revenue and Commission payable.
Promoted Products: the online casino and related products and services promoted through
Our Affiliate Programme through websites, mobile, tablet and PC apps and via any other means.
Promotional Material: the Brands, the Website, banners, advertising copy and other textual
or graphic material in whatever form made available or approved by Us (in advance of use) for
incorporation in the Affiliate Site.
Purpose: the promotion and advertisement of the Promoted Products, designed to attract
potential Referred Players to the Websites via the Link(s).
Referred Players: players who access the Websites via clicking a Link, properly register
with Us and then make real money transfers at least equal to the Minimum Deposit into their account on
the Websites and who do not have and have never had an account with Us.
Profiliate partners who offer, manage and operate the Affiliate Programme
Websites:www.spin247.com and/or any other websites promoted through our Affiliate
Programme from time to time.
in each calendar month, the total of the Affiliate's Referred Players' processed
withdrawals of real money.
1. Affiliate application, approval and management process
2. By completing and submitting an application to become an Affiliate, the Affiliate agrees to be
bound by this Agreement (as amended from time to time) and represents and warrants that:-
- a. it fully understands and accepts the terms and conditions of this Agreement and that it will
at all times comply with the terms and conditions of this Agreement;
- b. it will, at all times, comply with all applicable rules, laws and regulations relevant to
this Agreement, the Purpose and its business generally including but not limited to Data
- c. it has, and will retain throughout the Term of this Agreement, title and authority to enter
into this Agreement and to grant the rights and perform the obligations in this Agreement;
- d. it can, and will on request, provide such information as We may reasonably require to
establish the identity and bona fides of an Affiliate and/or to comply with applicable law
(including, but not limited to, laws relating to tax evasion and anti-money laundering);
- e. it will agree information can be processed by various third parties and service providers for
- f. it has obtained and will maintain in force throughout the duration of this Agreement all
necessary registrations, authorisations, consents and licenses necessary to fulfil its
obligations under this Agreement and can and will provide the same to Us upon request;
- g. if he or she is a natural person, he or she is not under 18 years of age and can and will
provide proof of the same to Us upon request.
3.We shall evaluate each application to join our Affiliate Programme and shall notify applicants in
writing whether their application is accepted or not.
4.We reserve the right, at our absolute discretion, and for any reason to reject any application to
become a member of Our Affiliate Programme or to request further information from an applicant. In
the event that We request further information, the relevant application will be deemed resubmitted
and We shall subsequently notify the applicant of its acceptance or rejection.
5. We retain the unconditional right in our sole and absolute discretion, to cancel, alter and/or
close the Affiliate Programme, add provisions to this Agreement and/or alter or delete any of the
provisions of this Agreement at any time and in any manner that We deem appropriate, without
liability to an Affiliate. Notices to Affiliates concerning any such cancellation or alteration to
the Affiliate Programme will be made in writing and will take effect at the earlier of acceptance by
the Affiliate or seven (7) days after such notice is deemed to have been received under this
6.Once accepted, or deemed accepted, by the Affiliate, the latest version of this Agreement will be
effective for the entirety of the relationship between Us and an Affiliate and will prevail over and
supersede all previous versions.
7. This Agreement is non-exclusive and does not prevent or restrict Us from entering into similar or
different agreements with third parties. We make no representation that the terms of this Agreement
are similar to or the same as the terms of any other agreement we have entered or may enter into
with any third party (including another Affiliate).
1.Upon acceptance as an Affiliate (and during the term of this Agreement) We grant the Affiliate a
non-exclusive, limited, revocable licence to:-
- a.to create the Link; and
- b.to use the Brands for the purpose of creating and describing the Link;
2. The Affiliate will promptly comply with any direction that We may give in relation to the placing
of the Link on the Affiliate Site (or elsewhere).
3. Without prejudice to Our authority or discretion under paragraph 2.2 above, the Affiliate will
- a.in any way reproduce the Website, any part of its contents or the Brands or the Promoted
Products other than to the extent permitted in this Agreement;
- b.in any way suggest that We are endorsing any products or services other than Our own;
- c.misrepresent the relationship between the Affiliate and Us nor present any other false
information about Us;
- d.except as provided for in this Agreement, use any of Our Brands without express written
permission from Us;
- e.display or use a Link in a manner that causes a Website or any portion of its content to
display within a frame, be associated with any advertising or sponsorship not part of a Website,
or otherwise incorporate Website content into a third-party website;
- f. display or use an inline link to any information file contained in the Website;
- g. alter, block or otherwise prevent display of any content of the Website;
- h. link to the Website through any other URL or mirrored website; or
- i. link to the Website if the Affiliate's website may reasonably be considered to be obscene,
defamatory, harassing, offensive, malicious or inappropriate (including, but not limited to the
content detailed in paragraph 3.3), or if the Affiliate's website infringes any third party
rights or otherwise does not comply with any applicable laws or regulations.
4. The Affiliate agrees and acknowledges that the Promoted Products, the Websites and the Brands
(including without limitation all content, text, images, software, media and other materials on the
Promoted Products) is proprietary to or licensed by Us, protected under copyright and other
intellectual property laws, and may not be reproduced, transmitted, displayed, published or
distributed without Our express prior written consent. The Affiliate also acknowledges and agrees
that We are not liable in any way, nor do We assume any responsibility for or make any
representations or warranties with regard to, any of the Websites, Promoted Products, their
operations, contents or any other aspect related thereto.
5.The Affiliate will properly and accurately display the Brands referred to in clause 2.1 in
connection with any display and description of the Link on the Affiliate's website.
6.We reserve the right to demand that the Affiliate remove any Link from the Affiliate Site to the
Promoted Products, and the Affiliate will do so immediately upon request.
3. Affiliate Duties and Responsibilities
1. The Affiliate shall:
- a.use all reasonable commercial efforts to market and promote the Promoted Products so as to
generate the maximum possible number of Referred Players;
- b.maintain and procure that any authorised sub-Affiliates maintain adequate records of the
source and legal basis for any personal data processed by any of them in marketing and referring
potential players to the Promoted Products and be able to demonstrate that such personal data
has been obtained and processed in strict compliance with Data Protection Laws.
- c.ensure that the records referred to in b) above are made promptly available to Us on Our
request in the event of any complaint of breach of Data Protection Laws made to Us.
- d.be responsible for developing, operating and maintaining the Affiliate Site and for all
materials that appear on it including, but not limited to, the proper functioning and
maintenance of the Link;
- e.submit to Us for prior approval any proposed use of any Brand or any other Promotional
Materials relating to the Purpose which the Affiliate may wish to make. We shall review the
proposed use within a reasonable time (being ordinarily not longer than 7 days) and shall not
unreasonably refuse or delay approval;
- f.provide Us with such (i) cooperation in relation to this Agreement and (ii) access to such
information as We may require for the proper performance of Our obligations under this
Agreement, the law or the requirements of any regulatory authority including in the event that
We require assistance in complying with Our obligations under the Data Protection Laws
particularly in relation to Articles 28 and 32-36 of the GDPR, by supplying your reasonable
assistance in doing so;
- g.only input truthful, accurate and not misleading information into NetRefer and keep such
information (including contact information) up to date at all times;
- h. abide with any guidelines which We may forward from time to time (or as may be amended from
time to time at Our sole and absolute discretion); and
- i. comply with all applicable laws, regulations, codes and guidance with respect to its
activities under this Agreement and to its business.
2. The Affiliate shall not:
- a. exploit the Promoted Products, the Brands, or the Promotional Material for any use other than
- b. in any way reproduce the Promoted Products or any part of its contents other than to the
extent permitted by this Agreement and necessary to fulfil the Purpose;
- c. edit or alter the Promotional Material in any way unless we have given our prior written
consent to the same;
- d.in any way suggest that We are endorsing any product or service other than Our own;
- e.present the Affiliate Site in such a way that it might give rise to confusion with the
Promoted Products or Us;
- f.misrepresent the relationship between the Affiliate and Us or present any other false or
misleading information about Us, the Affiliate or any third party;
- g.use the Brands in any way that may harm Us or our trademarks, copyrights, goodwill and/or
- h.make deposits directly or indirectly to any Referred Player account or in any way attempt to
artificially increase the Commission payable or to otherwise defraud Us.
3.The Affiliate warrants that neither the Affiliate Site or any other material used by the Affiliate
for the Purpose for the duration of the Agreement:-
- a.is or will be targeted at any person who is or could have been known to the Affiliate to be
under 18 years of age;
- b.is likely to appeal to any person who is under 18 years of age;
- c. is or will be targeted at any person who is or could have been known to the Affiliate to be a
- d. is or will be targeted at any person in breach of Data Protection Laws;
- e. displays child pornography or other illegal sexual acts;
- f. promotes violence;
- g. promotes discrimination based on race, religion, nationality, sex, disability, sexual
orientation or on any other basis;
- h. promotes illegal activities;
- i. is not approved by Us
- j. is in breach of any Laws, Codes or Regulations whatsoever
- k. infringes third party intellectual rights; or
- l.is or will be targeted at any jurisdiction where gambling and/or the promotion thereof is
4.The Affiliate acknowledges and agrees that it has no authority to legally bind Us in relation to
Referred Players, other users or anyone else and that it has not been appointed and is not Our
agent, partner or joint venture partner for any purpose. The Affiliate agrees that it shall not make
any representation or commitment to anyone about Us, the Promoted Products or any of the products or
services available on the Websitessave as set out in the Promotional Materials.
1. The Affiliate shall engage in the best business practice and shall ensure that the content of the
Affiliate Site and the Affiliate's marketing activities are professional and proper and are in
accordance with this Agreement.
2. The Affiliate agrees that in fulfilling the Purpose they will only use Promotional Material
approved by Us on the Affiliate Site. All other promotional material must be approved in writing by
Us in advance.
3. The Affiliate is expected to show commitment to upholding the licensing objectives and comply with
the regulatory frameworks in performing its duties and obligations hereunder.
4. The Affiliate is expected to comply with any Privacy and Electronic Communications
5. Any Promotional Material created and/or used by the Affiliate for the Purpose must:-
- a. comply with all applicable laws, regulations, codes and guidance
- b. contain a hyperlink to such of Our terms and conditions as are relevant to the promotion in a
- c. not infringe upon any intellectual property rights, including, without limitation, Our Brand;
- d. not be placed on any website which provides unauthorised access to copyrighted content.
6. The Affiliate agrees and acknowledges that it:-
- a. shall market and refer potential players to the Websites at its own cost, expense and risk;
- b. shall operate the Affiliate Site under its own name and at its own expense, cost and risk;
- c. is responsible for the development, operation and maintenance of the Affiliate Site; and
- d. is responsible for all materials appearing on the Affiliate Site, howsoever created (or by
7. The Affiliate shall not:-
- a.engage in aggressive hyperlink strategies to the Websites and/or Promoted Products, for
example match Links or Links that appear in an unreasonably large volume; Links should appear
- b. generate traffic to the Promoted Products and/or the Websites by illegal, fraudulent,
deceptive or unethical methods including, but not limited to, listing on newsgroups, directing
Incentive Traffic, sending spam, cookie spam or registering as a player or causing third parties
to do so for the purpose of artificially increasing the Affiliate's Commission;
- c. use Our name or Brand in any bulk emails without Our prior written consent;
- d. send unsolicited marketing communications, including (without limitation) via email or SMS
containing reference to the Websites and/or Promoted Products or any related products and/or
services to third parties without Our express prior written consent and will not send any
marketing communications in breach of Data Protection Laws or make unsolicited telephone calls
to any person who has registered with the Telephone Preference Service (TPS);
- e. create or develop any brand names, graphics or logos which incorporate or are similar to,
derive from or are composite forms of the Brands (or any of them); or
- f. apply to register any trademarks, business names, company names or domain names or attempt to
bid for or purchase any search advertising keywords (including, without limitation, via Google
AdWords) which contain, are the same or similar to any of Our Brands or Promotional Material
without our express prior written consent (excluding email).
In the event that any of these activities occur, We reserve the right to invalidate all current
traffic, terminate an Affiliate's account without notice and will cancel any Commission accrued to
date on an Affiliate's account.
8. The Affiliate shall follow our instructions (as amended from time to time) as to the manner in
which the Link must be structured in order to enable the necessary tracking to calculate Commission.
The Affiliate acknowledges and agrees that failure to comply with such instructions may result in no
Commission being due or paid and further agrees and acknowledges that We shall have no obligation to
make any retrospective adjustments to Commission payments in these circumstances.
9.Neither party warrants that the operation of their respective websites (including the Website(s),
Promoted Products or Affiliate Site) or other media means will be error-free or uninterrupted and
neither party will be liable to the other party for the consequences of any such errors or
9.1We may terminate this Agreement without cause upon 7 days written notice to the Affiliate and it
is agreed that such termination will be without liability to the Affiliate.
5. Commission and Payments
1.During the term of this Agreement, We shall pay the Affiliate Commission in respect of Referred
Players as specified below. We will make all reasonable efforts to pay all Commission accrued by an
Affiliate in a particular calendar month by the 16th of the immediately following calendar month.
All payments shall be processed via the Payment Agent.
2. A Referred Player is a player who accesses the Websites via clicking a Link, properly registers
with the Websites, and then make real money transfers at least equal to the Minimum Deposit into
their account on the Promoted Products and who do not have and have never had an account in such
3.Unless otherwise agreed in writing with Us, Commission will be calculated as a percentage of Net
Revenue generated by the Affiliates' Referred Players. The percentage of the Affiliate's share of
Net Revenue for each calendar month can depend on the total number of new Referred Players during
that same calendar month, as set out below:
4. The Affiliate understands and accepts that the Affiliate's percentage share of Net Revenue (and
hence Commission) will vary from time to time depending on how many Referred Players are referred to
the Promoted Products by the Affiliate Site each calendar month.
5. The Affiliate understands and accepts that We shall, in Our absolute and sole discretion,
- a. a user who is referred to the Website via a Link shall be accepted as a Referred Player or
- b. to require the Websites to refuse new users or to close a Referred Player's account if, in
Our sole opinion, it is necessary to comply with Our policies, licences or the regulations
applicable to Us or is otherwise necessary to protect Our interests. For the avoidance of doubt,
Net Revenue shall cease to be calculated (and the Affiliate's right to receive Commission in
respect of such account) shall cease upon account closure.
6. We reserve the right to enter into individual and bespoke Commission arrangements with an
Affiliate from time to time. Such arrangements will be subject to an agreed level (either numerical,
financial or calibre) of Referred Player and will be recorded by Us in NetRefer. In the event that
the Affiliate does not achieve the required level, we reserve the right (upon 7 days' notice to the
Affiliate) to terminate the Affiliate's individual Commission arrangements and, from then on, to
calculate the Affiliate's Commission in accordance with paragraph 5.2. For the avoidance of doubt,
this Agreement (with the exception of paragraph 5.2, for such period as an individual Commission
arrangement is in place) will apply to all Affiliates.
7. The Affiliate acknowledges and agrees that no payments are due to it under this Agreement
otherwise than as expressly set out in it. In particular, but without limitation, no Commission will
be due in relation to:-
- a. any wagers, Deposits or other activity with respect to the Promoted Products and/or the
Websites made by or on behalf the Affiliate, any parent undertaking or subsidiary of the
Affiliate, any employee, agent or officer of the Affiliate or any other natural person related
to the foregoing;
- b. any Deposits resulting from the fraudulent or unlawful use of a credit, debit or other
payment mechanism or by any other fraudulent or unlawful means;
- c. any Deposits which are subsequently cancelled, refunded, reversed or charged back
8. In the event that the total Commission payable by Us to an Affiliate is less than the minimum
thresholds set out below, We shall roll any Commission due over to the subsequent calendar month (or
months) until the relevant minimum threshold is achieved
||NON UK THRESHOLD
9.Payments to the Affiliate will be made in Euros (EUR) using such payment details as are provided by
the Affiliate during the registration process (or as otherwise notified to us in writing from time
10.We reserve the right, both before and after termination of this Agreement,:-
- a. to withhold permanently and/or recover any Commission due or paid to an Affiliate as a result
of fraudulent, deceptive or misleading activity by the Affiliate or anyone acting on its behalf
(including, but not limited to, as detailed in clause 5.6) regardless of whether We suffer harm;
- b. to set off any amount owed to the Affiliate against any amount owed to Us, whether as a
result of this Agreement or otherwise including, but not limited to, any loss or damage which we
suffer arising out of any act or omission by the Affiliate.
11. Nothing in this Agreement shall give or be deemed to give the Affiliate a right to audit Our
accounts and records.
1.The Affiliate shall be responsible for all payment of all VAT, sales or other taxes due under any
and all applicable laws as a result of the Commission paid to it by Us. Upon request, the Affiliate
shall provide us with such evidence as We may require to evidence settlement of all and any taxes
due on the Affiliate's Commission.
2. If we are required by law to deduct withholding tax or any other taxes or duties from any
Commission, We will deduct such amounts from the Commission before paying them to the Affiliate.
3. We reserve the right, both before and after termination of this Agreement, to withhold permanently
an amount equal to any likely tax liability payable (whether now or in the future) by the Affiliate
in the event that We have reason to believe that the Affiliate has committed or is committing a tax
7. Limitation of Liability
1. This section sets out Our entire financial liability (including any liability for the acts or
omissions of Our employees, agents and sub-contractors) to the Affiliate:-
- a. arising under or in connection with this Agreement; and
- b. in respect of any representation, misrepresentation (whether innocent or negligent),
statement or tortious act or omission (including negligence) arising under or in connection with
2. Nothing in this Agreement shall operate to exclude or limit Our liability for:-
- a. death or personal injury caused by Our negligence; or
- b. fraud or fraudulent misrepresentation; or
- c. any other liability which cannot be excluded or limited under applicable law.
3. Subject to paragraph 7.2:
- a. We shall not be liable whether in tort (including for negligence or breach of statutory
duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for
any loss of profits, anticipated savings, loss of business, depletion of goodwill and/or similar
losses or loss or corruption of data or information, or pure economic loss, or for any special,
indirect or consequential loss, damages, charges or expenses however arising under this
Agreement, even if We have been advised of the possibility of such damages or losses; and
- b. Our total aggregate liability in contract, tort (including negligence and breach of statutory
duty), misrepresentation (whether innocent or negligent) restitution or otherwise, arising in
connection with the performance or contemplated performance of this Agreement shall be limited
(to the maximum extent permitted by applicable law) to direct damages up to the amount the
Affiliate has received as Commission from Us within the six (6) months preceding the date on
which the claim arose.
4. The Affiliate shall provide Us with reasonable cooperation and assistance in bringing and/or
defending any claim or proceedings arising from or in connection with any matter relating to this
Agreement (including, without limitation, the Website, the Promoted Products, the Promotional
Materials, the Brands and Our intellectual property).
5. We are not liable in any way, nor do We assume any responsibility for or make any representations
or warranties with respect to any of the Websites and/or Promoted Products, their operations,
contents or any other aspect related thereto.
6. Except as expressly set forth in this Agreement, we make no express or implied warranties or
representations with respect to the Websites, Promoted Products or to any arrangements contemplated
by this Agreement, including without limitation with regard to their functionality, fitness for a
particular purpose, suitability, merchantability, legality or non-infringement. In addition, we make
no representation that the operation of our website will be uninterrupted or error-free and we will
not be liable for the consequences of any interruptions or errors.
1. The Affiliate shall indemnify and hold Us harmless and each of Our affiliates, directors,
officers, employees, shareholders, agents and partners from and against any and all losses, demands,
claims, damages, costs, expenses (including consequential losses, loss of profit and reasonable
legal costs and expenses) and liabilities suffered, directly or indirectly by each in consequence of
any breach, non-performance or non-observance of this Agreement, any applicable laws, rules,
regulations, codes (including, but not limited to Data Protection Laws), guidance by the Affiliate
or any sub-Affiliate of the Affiliate, and/or any claim or demand relating to the development,
operation, maintenance, or contents of the Affiliate Site.
1. We may terminate this Agreement on notice at any time if We discontinue or withdraw, in whole or
in part, the Affiliate Programme. We will endeavour to give Affiliates as much notice of the same as
reasonably practicable, but any such termination will be without liability to the Affiliate.
2. Without prejudice to any other rights or remedies to which the parties may be entitled, either
party may terminate this Agreement without liability to the other if:-
- a. the other party commits a material breach of any term of this Agreement which breach is
irremediable or (if such a breach is remediable) fails to remedy that breach within a period of
7 days after being notified in writing to do so;
- b. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay
its debts as they fall due or admits inability to pay its debts or (being a company or limited
liability partnership) is deemed unable to pay its debts within the meaning of section 123 of
the Insolvency Act 1986;
- c. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or
in connection with the winding up of that other party (being a company) other than for the sole
purpose of a scheme for a solvent amalgamation of that other party with one or more other
companies or the solvent reconstruction of that other party;
- d. an application is made to court, or an order is made, for the appointment of an
administrator, or if a notice of intention to appoint an administrator is given or if an
administrator is appointed, over the other party (being a company);
- e. the holder of a qualifying floating charge over the assets of that other party (being a
company) has become entitled to appoint or has appointed an administrative receiver;
- f. a person becomes entitled to appoint a receiver over all or any of the assets of the other
party or a receiver is appointed over all or any of the assets of the other party;
- g. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress,
execution, sequestration or other such process is levied or enforced on or sued against, the
whole or any part of the other party's assets and such attachment or process is not discharged
within 7 days;
- h. the other party commences negotiations with all or any class of its creditors with a view to
rescheduling any of its debts, or makes a proposal for or enters into any compromise or
arrangement with any of its creditors other than (being a company) for the sole purpose of a
scheme for a solvent amalgamation of that other party with one or more other companies or the
solvent reconstruction of that other party;
- i. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a
substantial part of its business;
- j. there is a change of control of the other party within the meaning of section 1124 of the
Corporation Tax Act 2010; or
- k. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction
to which it is subject that has an effect equivalent or similar to any of the events mentioned
in clause 9.2.b to clause 9.2.k (inclusive).
3. Upon termination, the following provisions shall apply:
- a. Commissions will no longer accrue or be payable by Us to the Affiliate;
- b. any continued access and use of the Referred Players of any of the Websites and/or the
Promoted Products after termination, will not constitute a continuation or renewal of this
Agreement or a waiver of termination; and
- c. all licences and benefits granted under this Agreement shall automatically terminate and the
Affiliate shall immediately:
i. discontinue or disable the Link(s);
remove the Link(s), Our name, Brands and other Promotional Material from the Affiliate Site;
iii. destroy any copies of material from the Promoted Products or Promotional Materials
which are in the Affiliate's possession, custody or control.
1. Clause and paragraph headings shall not affect the interpretation of this Agreement.
2. A person includes a natural person, corporate or unincorporated body (whether or not having
separate legal personality).
3. A reference to a company shall include any company, corporation or other body corporate, wherever
and however incorporated or established.
4. Unless the context otherwise requires, words in the singular shall include the plural and in the
plural include the singular. References to the male shall include the female and vice versa.
5. A reference to a statutory or statutory provision, guidelines or codes is a reference to the same
as amended, extended or re-enacted from time to time.
6. A reference to writing or written includes faxes or email (unless otherwise expressly stated).
7. Any words following the terms including, include, in particular or for example or any similar
expression shall be construed as illustrative and shall not limit the sense of the words,
description, definition, phrase or term preceding those terms.
8. The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of the remaining provisions.
9. The rights and remedies provided under this Agreement are in addition to, and not exclusive of,
any rights or remedies provided by law.
10. Except as expressly and specifically provided for in this Agreement, neither party makes any
warranties of any kind, express or implied, including warranties of merchantability and fitness for
Governing Law and Jurisdiction
1. This Agreement and any dispute or claim arising out of or in connection with it or its subject
matter or formation (including non-contractual disputes or claims) shall be governed and construed
in accordance with the law of Cyprus. The Affiliate agrees that the courts of Cyprus shall have
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.
2. The Affiliate may not assign or sub-contract any of its rights under his Agreement without Our
prior written consent. Where the Affiliate does sub-contract any of its rights, the following
provisions will apply to any sub-Affiliates:
The Affiliate will remain liable for the acts or omissions of any sub-Affiliate as if they were its
own acts or omissions; and
3. The Affiliate will contract with any sub-Affiliate on terms which are at least as protective
of Our rights and interests as this Agreement and including, in particular but without limitation,
the provisions of Section
4. Affiliate Duties and Responsibilities and Section
5.Marketing and that We are named as third parties entitled to the benefit of such provisions under
the Contracts (Rights of Third Parties) Act 1999;
6. We reserve the right to amend this Agreement without written notice or prior consent.
1. No variation of this Agreement shall be effective unless it is in writing and signed by the
parties (or their authorised representatives).
1. Any notice or other communication given to a party under or in connection with this Agreement
shall be in writing and shall be:-
- a. sent by email to [email protected] (in Our case) or the most recent email address
registered with Netrefer (in the case of the Affiliate).
2. Any notice or communication shall be deemed to have been received:-
- a. If sent by email at 10.00am on the next working day after transmission.