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:-
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 Agreement.
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).
2. Linking Licence
1. Upon acceptance as an Affiliate (and during the term of this Agreement) We grant the Affiliate a non-exclusive, limited, revocable licence to:-
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 not:
4. The Affiliate agrees and acknowledges that the Platform (including without limitation all content, text, images, software, media and other materials on the Platform) 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.
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 Platform, and the Affiliate will do so immediately upon request.
3. Affiliate Duties and Responsibilities
1. The Affiliate shall:
2. The Affiliate shall not:
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:-
4. The Affiliate acknowledges and agrees that it has no authority to legally bind Us in relation to Referred Customers, 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 Platform or any of the products or services available on the Platform save as set out in the Promotional Materials.
1. The Affiliate shall at all times conduct its business in a manner that reflects favourably upon Our image and reputation. 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 made available 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 within which we operate
4. The Affiliate is expected to show particular regard to the Privacy and Electronic Communications Regulations.
5. Any promotional material created and/or used by the Affiliate for the Purpose must:-
6. The Affiliate agrees and acknowledges that it:-
7. The Affiliate shall not:-
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), Platform 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 interruption.
5. Commission and Payments
1. During the term of this Agreement, We shall pay the Affiliate Commission in respect of Referred Customers 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.
2. A referred Customer is a player residing in Canada or South Africa who accesses the Platform via clicking a Link, properly registers with Us and then make real money transfers at least equal to the Minimum Deposit into their account on the Platform and who do not have and have never had an account with Us. The Minimum deposits via different payment methods can be seen below:
|PAYMENT METHOD||MINIMUM DEPOSIT FOR CANADIAN PLAYERS||MINIMUM DEPOSIT FOR SOUTH AFRICAN PLAYERS|
3. Unless otherwise agreed in writing with Us, Commission will be calculated as a percentage of Net Revenue generated by the Affiliate’s Referred Customers. The percentage of the Affiliate’s share of Net Revenue for each calendar month depends on the total number of new Referred Customers during that same calendar month, as set out below:-
|COMMISSION STRUCTURE||NUMBER OF NEW REFERRED PLAYERS PER CALENDAR MONTH||AFFILIATE’S NET REVENUE SHARE|
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 Customers are referred to the Platform by the Affiliate Site each calendar month.
5. The Affiliate understands and accepts that We shall, in Our absolute and sole discretion, determine whether:-
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 Customer 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:-
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
|PAYMENT METHOD||UK THRESHOLD||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 to time).
10. We reserve the right, both before and after termination of this Agreement,:-
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 evasion offence.
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:-
2. Nothing in this Agreement shall operate to exclude or limit Our liability for:-
3. Subject to paragraph 7.2:
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 Platform, the Promotional Materials and Our intellectual property).
8. Affiliate Indemnity
1. The Affiliate shall indemnify and hold harmless Us 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 or any applicable laws, rules, regulations, codes (including, but not limited to Data Protection Laws) and/or guidance by the Affiliate or any sub-Affiliate of the Affiliate.
9. Term and Termination
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:-
3. Upon termination, the following provisions shall apply:
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 purpose.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:
1. The Affiliate will remain liable for the acts or omissions of any sub-Affiliate as if they were its own acts or omissions; and
2. 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 3. Affiliate Duties and Responsibilities and Section 4. 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;
3. We reserve the right to amend this Agreement without written notice or prior consent.Variation
1. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).Notices
1. Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be:-
2. Any notice or communication shall be deemed to have been received:-