Sporting Index Affiliates Terms and Conditions

 

 Affiliate Terms

 

Please read these Affiliate Terms carefully before applying to become an Affiliate, as they set out our and your legal rights and obligations in relation to our Affiliate Programme. You will be asked to agree to these Affiliate Terms before becoming an Affiliate.

 

If you have any questions or comments about the Sporting Index Ltd Affiliate Programme, please contact us by writing to our Affiliate Team at affiliates@sportingindex.com.

 

1        Definitions and interpretation


1.1       In the Agreement:


“Affiliate” means the person (natural or legal) specified as the applicant for our Affiliate Programme on the Registration Form;

“Affiliate Programme” means the Company's affiliate programme for the sole purpose of linking to your website(s) to the Company’s website;

“Affiliate Website” means the website or websites owned and operated by the Affiliate and specified on the Registration Form;

“Agreement” means the agreement between the Company and the Affiliate incorporating these Affiliate Terms, the Registration Form and the Acceptance Email, and any amendments to it from time to time;

“Company” means Sporting Index Ltd, which operates using Income Access technology;

“FCA” means the UK’s Financial Conduct Authority (or any successor body);

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

“Link” means a hyperlink (whether embedded in text or an image or otherwise) from the Affiliate Website to the Company Website in the form, of the design, and in a position on the Affiliate Website specified by the Company;

“Parties” means the Affiliate and the Company. The Affiliate and the Company may be referred to individually as a “Party” or collectively as the “Parties”.

“Payments” means payments of a % of Net Gaming Revenue. This method of payment will be confirmed in the acceptance email which will be sent by the Company to the Affiliate in respect of each Payment Trigger during the Term (subject to the provisions of the Agreement);

1.2       In the Agreement, a reference to a statute or statutory provision includes a reference to:

1.2.1       that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

1.2.2       any subordinate legislation made under that statute or statutory provision.

1.2.3        The Clause headings do not affect the interpretation of the Agreement.

 

2        The Agreement

 

2.1       In order to apply to become an Affiliate, the applicant must complete and submit the Registration Form or accept these terms and conditions during the registration process.

2.2       If the applicant makes any input errors during the order process, these may be identified and corrected by the applicant before the Registration Form is submitted.

2.3       The Agreement will come into force if and when the Company sends to the Affiliate the Acceptance Email, following the submission of a completed Registration Form by the Affiliate.

2.4       The Agreement will continue in force indefinitely, unless and until terminated in accordance with Clause 12.

 

3        Affiliate Programme

 

3.1       The Affiliate will, within 7 days following the Effective Date, include one or more Links on the Affiliate Website, and will maintain those Links on the Affiliate Website during the Term.

3.2       The Company may from time to time during the Term request amendments to the Links and/or the Affiliate Website for the purpose of ensuring consistency and quality in the use of the Company's trademarks and branding, and/or pursuant to Clause 5 below, and the Affiliate will make such amendments as soon as reasonably practicable (and where amendments have been requested pursuant to Clause 5 below without undue delay).

3.3       We may, in our sole discretion, choose to reject any Affiliate for any reason at any time (and are under no obligation to disclose such reasons). Reasons for which an Affiliate may be rejected include, but are not limited to, content on the Affiliate website that:

3.3.1       is in any way unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory or otherwise objectionable;

3.3.2       facilitates or promotes violence, terrorism, or any other criminal activity;

3.3.3       is sexually explicit;

3.3.4       infringes or assists or encourages the infringement of any intellectual property rights belonging to any party; or

3.3.5       is prejudicial to the good name of Sporting Index.

3.4       As an Affiliate you acknowledge that you have read this Agreement and agree to all is terms and conditions. You understand that Sporting Index may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or contract with websites that are similar to or compete with your website. You have independently evaluated the desirability of participating in the Affiliate Programme and you are not relying on any representation, guarantee or statement other than as set out in this Agreement.

3.5       Nothing in this Agreement shall constitute, or be deemed to create, a partnership, joint venture, agency, franchise, sales representative, or employment relationship between Sporting Index and the Affiliate; nor, except as expressly provided, shall it designate, or be deemed to designate, an Affiliate as being the agent of us (or vice versa) for any purpose.

3.6       Subject to any express provisions to the contrary in this Agreement, you shall have no right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on the Company’s behalf or bind the Company in any way.

 

4        Affiliate obligations


4.1       The Affiliate will provide the Company with:

4.1.1       such co-operation as is required by the Company (acting reasonably) in connection with the Affiliate Programme; and

4.1.2       all information and documents required by the Company (acting reasonably) in connection with the Affiliate Programme.

4.2       The Affiliate must:

4.2.1       keep the Affiliate Website up-to-date and in good working order;

4.2.2       ensure that the quality of design, content and functionality on the Affiliate Website does not materially deteriorate during the Term;

4.2.3       ensure all marketing of or relating to the Affiliate Website (both online and offline) is strictly in accordance with all applicable law, regulations, codes of practice, and good industry practice generally (including but not limited to those relating to data protection and electronic marketing) in any territory targeted by the Affiliate. The Affiliate hereby acknowledges that it is the sole responsibility of the Affiliate to assess the legal implications of targeting any particular territory; and 

4.2.4       avail itself of the terms and conditions of section 5 below.

4.3       The Affiliate must not:

4.3.1       include any Prohibited Materials on the Affiliate Website, or include any hyperlink to any Prohibited Materials on the Affiliate Website;

4.3.2       market the Affiliate Website using spam or unsolicited emails or other unsolicited communications, or using any form of spyware, parasiteware, adware or similar software, or using any other antisocial or deceptive methods;

4.3.3       increase or seek to increase the number of Payment Trigger events using any fraudulent or deceptive method;

4.3.4       make any public disclosure relating to the Agreement (including press releases, public announcements and marketing materials) without the prior written consent of the Company;

4.3.5       include any hyperlink to the Company Website from the Affiliate Website that is not a Link; 

(f) include any reference to the Company or the Company Website on the Affiliate Website which may be deemed as negative;
(f) include any reference to the Company or the Company Website on the Affiliate Website which may be deemed as negative;


4.3.6       register and/or  bet using the Links from their own Affiliate Site; or

4.3.7       market the Affiliate Website or Company Website on or via any third party website which provides unauthorised access to copyrighted content.

4.4       The Affiliate will not take any action in connection with the Affiliate Programme which might reasonably be expected to lead to the possibility of damage to the reputation and goodwill of the Company and/or the Company Website. 

4.5       Affiliate may not modify, impair, disable or otherwise interfere with any tracking codes and/or other technology required by Income Access in order to ensure proper tracking

4.6       Affiliates must not “spam” and/or use unsolicited email.  If the Company reasonably believes that an Affiliate is knowingly sending spam and/or unsolicited email, the Company, may, in its sole discretion, immediately terminate such Affiliate’s participation in the Affiliate Program.

4.7       Each Affiliate is responsible for the quality and origin of the traffic that it provides to the Company’s Website and the Affiliate will always remain responsible for the quality and origin of that traffic.  If an Affiliate knowingly sends traffic of a questionable quality and/or origin to the Company, the Company may, in its sole discretion, immediately terminate such Affiliate’s Participation in the Affiliate Program.

4.8       If an Affiliate accidentally or unknowingly directs traffic of a questionable quality and/or origin to the Company’s Website, the Company may issue a written warning to Affiliate, notifying the Affiliate of the questionable traffic.  If, after three (3) written warnings, the Affiliate still directs traffic of a questionable quality and/or origin to the Company’s Website, the Company may, in its sole discretion, immediately terminate such Affiliate’s participation in the Affiliate Program.

4.9       Affiliates are not permitted to copy any other affiliate’s website.  The Company reserves the right to suspend and/or terminate an Affiliate’s participation in the Affiliate Program if they are found to have copied another affiliate’s website.

4.10     Affiliates will comply with all applicable legislation and/or regulations relating to the use of cookies and will use all necessary notification procedures regarding the use of cookies to all Visitors.

4.11      Affiliates will be solely responsible for the development, operation, and maintenance of their site and for all materials that appear on their site. 

4.12     Affiliates further acknowledge and warrant that:

4.12.1    Their website is and shall remain functional and, subject to reasonable downtime for maintenance or third-party access restrictions, accessible to all users of the internet;

4.12.2    All necessary authorities, consents and approvals have been obtained in respect of your obligations under these Terms & Conditions and will remain valid and effective throughout the Term; and

4.12.3    Their obligations under these Terms & Conditions shall constitute legal, valid and binding obligations on you. Such obligations shall be direct, unconditional and general obligations.

4.13     You hereby agree that you shall not:

4.13.1    refer to Sporting Index in any way in any unsolicited bulk email campaigns or other spamming practices that you may conduct;

4.13.2    post messages regarding Sporting Index and any of its URLs to any social networking website, newsgroup, chat rooms and/or bulletin boards;

4.13.3    register (or apply to register) any domain name similar to any domain name used by or registered in the name of any member of Sporting Index’s group of companies, or any other name that could be understood to designate Sporting Index or any member of Sporting Index’s group;

4.13.4    purchase pay-per-click keyword campaigns in search engines (including but not limited to Sporting Index brand terms) that ultimately redirect to the Sporting Index website (whether or not via your website); and

4.13.5    advertise Sporting Index and any of its URLs in any other way not expressly designated under this Agreement

4.14     By accepting these Terms & Conditions you agree that you shall indemnify us in full against all liability, loss, damages, costs and expenses (including without limitation legal fees) awarded against or incurred or paid by us as a result of, or in connection with:

4.14.1    breach of any warranty given by you in relation to your website;

4.14.2    any claim that your website infringes the patent, copyright, trade mark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any terms stipulated by us; and

4.14.3    any act or omission by you or your employees, agents or sub-contractors in performing your obligations under these Terms & Conditions.

4.15     We may suspend your participation in the Programme forthwith without recourse to you (and reserve the right to terminate this Agreement without penalty) if we have reasonable grounds to believe you have failed to comply with the provisions of this Clause 4 or are, in our sole opinion, abusing the Programme, including without limitation where:

4.15.1    Affiliate Customers are found to be or abusing any Sporting Index offers or promotions whether with or without Affiliate’s knowledge (by way of example betting both sides of an event or market so as to limit risk and claim bonuses);

4.15.2    we suspect you are opening multiple accounts with Sporting Index in different names; or

4.15.3    You fail to adhere to FCA regulations laid out in Clause 5.

 

5        Website Links & Financial Conduct Authority Regulations


5.1       Each Affiliate acknowledges and agrees that, due to FCA regulations, the Company shall have absolute control over the form and content of any statements, promotional materials or any other references to Sporting Index that are published or circulated in any form by an Affiliate and as an Affiliate you accordingly agree:

5.1.1       Not to use any marketing or promotional material that has not been approved or provided by the Company in writing;

5.1.2       To comply with any directions from us regarding the form and content of any marketing and/or promotional material regarding Sporting Index’s spread betting and other businesses to be communicated by you acting as an Affiliate;

5.1.3       You have compiled any mailing lists in accordance with all applicable rules, legislation and regulations and you have all the necessary authority to make any communications there under;

5.1.4       You will not endorse the Company’s spread betting and other businesses (except by communication of promotional material approved in writing by the Company);

5.1.5       You will not make any claim that Sporting Index’s spread betting and other businesses or any of its promotions have been arranged for the benefit of the users of your website;

5.1.6       Not to in any way suggest that Sporting Index is endorsing any products or services other than our own;

5.1.7       Not to misrepresent the relationship between Affiliate and Sporting Index nor present any other false information about Sporting Index;

5.1.8       Except as expressly provided in this Agreement, not to use any of Sporting Index’s Intellectual Property without the express prior written consent from Sporting Index;

5.1.9       Not to display or use a hyperlink in a manner that causes Sporting Index’s website or any portion of our content to display within a frame, be associated with any advertising or sponsorship not part of our sites, or otherwise incorporate Sporting Index’s sites into a third-party website;

5.1.10    Not to display or use an inline hyperlink to any information file contained in Sporting Index’s sites; and

5.1.11    Not to alter, block or otherwise prevent display of any content of Sporting Index’s sites;

5.2       Accordingly we will provide each Affiliate with requisite materials for a hyperlink to our website. These materials may include the HTML code for the link and/or a graphic file or files to which the HTML code should be applied.

5.3       The HTML code and any other material (for example, text or images) we provide must be copied exactly and not altered in any way. The appearance and syntax of the hypertext transfer links are designed and designated by us and constitute the only authorised and permitted representation of the Sporting Index website. Failure to comply with this condition may result in your receiving no credit for new Sporting Index registrations that are generated from your website. You agree not to link to us through any other URL or mirrored website.

5.4       Under no circumstances may any of the graphic files provided by us be modified in any way without our prior written authorisation. You may not use graphic files of your own to link to our website except where you have our express permission so to do.

5.5       All graphic files that we may provide for use as Links may be displayed throughout your website, subject to our prior consent (which shall not be unreasonably withheld) which must be obtained in all cases. We reserve the right to request the alteration or removal of any Link from your website without undue delay.

5.6       You are required to assume full responsibility to maintain all Links to our website from your website.

5.7       We reserve the right to describe us as acting “in association with Affiliate” or similar expression on any graphic files provided by us.


6        Intellectual Property Rights


6.1       The Company grants to the Affiliate during Term a worldwide, non-exclusive, royalty-free licence to reproduce electronically and publish on the Affiliate Website only the Links.

6.2       The Company does not warrant that the use of the Links by the Affiliate will not infringe any third party Intellectual Property Rights or give rise to any other liability on the Affiliate.

 

7         Payments


7.1       In respect of each Payment Trigger which can be verified by the Company (acting reasonably) the Company will make a Payment to the Affiliate.

7.2       The Company will account to the Affiliate for all Payments due in respect of a calendar month within 30 days of the end of the following calendar month, unless the amount due is less than £100.00, in which case the Payments may be held over to the next payment date.

7.3       All Payments stated in or in relation to the Agreement are stated inclusive of VAT where relevant, and the Affiliate is solely responsible for paying VAT.

7.4       If the Company is required by law to deduct withholding tax or any other taxes or duties from any Payments, then the Company will deduct such amounts from the Payments before paying them to the Affiliate.

7.5       Payments to the Affiliate will be made in UK Pounds Sterling by bank transfer (using such payment details as are provided by the Affiliate on the Registration Form).

7.6       If the Company does not pay any amount properly due to the Affiliate under or in connection with the Agreement, the Affiliate may charge the Company simple interest on the overdue amount at the rate of 4% per year above the base rate of HSBC Bank Plc from time to time.

7.7       No Payments will be due in respect of:

7.7.1       any wagers on the Company Website made by or on behalf of:

(i) the Affiliate;
(ii) any parent undertaking or subsidiary of the Affiliate;
(iii) any employee, agent or officer of the Affiliate or any parent undertaking or subsidiary of the Affiliate;
(iv) by any natural person related any of the above;

7.7.2       any amount received by the Company by means of the fraudulent or unlawful use of a credit, debit or other payment card, or by any other fraudulent or unlawful means;

7.7.3       any purchases on the Company Website which are subsequently cancelled, refunded, reversed, or charged-back (and the Company will be entitled to require repayment of Payments made as a result of such purchases).

7.8       Both before and after termination, the Company will be entitled to set off any amount owed to the Affiliate against any amount the Affiliate owes to the Company whether under the Agreement or otherwise, and against any loss or damage suffered by the Company whether in relation to the Agreement or otherwise arising out of the Affiliate's acts or omissions. 

7.9       Sporting Index will pay the Affiliate on a monthly basis according to the following revenue share model:

 

Minimum New Players

Percentage (%)

0

10%

1-19

20%

20+

25%

 

8        Warranties


8.1       Each Party warrants to the other Party:

8.1.1       that it has the legal right and authority to enter into and perform its obligations under the Agreement; and

8.1.2       that it will perform its obligations under the Agreement with reasonable care and skill.

8.2       All of the Parties' liabilities and obligations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

 

9        Indemnity

The Affiliate will indemnify and keep indemnified the Company, and the Company's officers, employees, representatives, agents and subcontractors, against all damages, losses and expenses (including legal expenses) arising as a result of any breach by the Affiliate of any term of the Agreement.

 

 10      Liability

 
10.1     Nothing in the Agreement will exclude or limit the liability of either Party for:10.1.1    death or personal injury caused by that Party's negligence

10.1.2    fraud or fraudulent misrepresentation on the part of that Party; or

10.1.3    any other liability which may not be excluded or limited under applicable law.

10.2     Subject to Clause 10.1, the Company's liability to the Affiliate under or in connection with the Agreement or any collateral contract, whether in contract or tort (including negligence), will be limited as follows:

10.2.1    the Company will not be liable for any:

(i) loss of profits, income or anticipated savings,
(ii) loss or corruption of any data, database or software,
(iii) reputational damage or damage to goodwill;
(iv) loss of any commercial opportunity, or 
(v) indirect, special or consequential loss or damage;


10.2.2    the Company will not be liable for any losses arising out of a Force Majeure Event;

10.2.3    the Company's liability in any calendar year will in no circumstances exceed the total amount paid (or, if greater, payable) by the Company to the Affiliate under the Agreement during that calendar year; and

10.2.4    the Company's aggregate liability will in no circumstances exceed the total amount paid (or, if greater, payable) by the  Company to the Affiliate  under the Agreement.


11     Force Majeure Events


11.1     Where a Force Majeure event gives rise to a failure or delay in either Party performing its obligations under this Agreement, those obligations will be suspended for the duration of the Force Majeure event.

11.2     A Party who becomes aware of a Force Majeure event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this Agreement, will promptly notify the other.

11.3     The affected Party will take reasonable steps to mitigate the effects of the Force Majeure event.


12     Termination


12.1     Either Party may terminate the Agreement forthwith at any time by giving 30 days written notice to the other Party.

12.2     The Company may terminate the Agreement immediately (with or without giving written notice to the Affiliate) if the Affiliate:

12.2.1    commits any breach of any term of the Agreement including but not limited to any breach of the Affiliate Obligations set out in clause 4);

12.2.2    becomes insolvent or enters into any insolvency process or procedure; or

12.2.3    where the Affiliate is an individual) the Affiliate dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order; or

12.2.4    where the Company determines in its sole discretion that your site is unsuitable pursuant to Clause 4 above.
12.3     If an Affiliate does not generate any new active accounts for the Company for greater than a six (6) month period, the Company may terminate this Agreement with or without notice to Affiliate;

 

13     Effects of termination


13.1     Upon termination all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 9, 10, 13 and 15.

13.2     If the Agreement is terminated by the Company under Clause 12.2, the Company will not have any obligation to make any further Payments to the Affiliate.

13.3      Subject to Clause 13.2:

13.3.1    the Company will pay to the Affiliate all Payments arising from Payment Triggers activated on or before the date of effective termination of the Agreement in accordance with the terms of the Agreement; and

13.3.2    termination of the Agreement will not affect either Party’s accrued rights as at the date of termination.

13.4     Provided that we have paid or do pay to you such sums as are properly due and owing at the date of termination which shall be subject to any rights we have to make deductions whether under this Agreement or otherwise, we shall have no further liability to pay you any further sums.

 

14     Confidentiality


14.1     Each Party (a “Receiving Party”) shall keep the Confidential Information belonging to the other Party (a “Supplying Party”) confidential and secret and shall not use or disclose or make the Confidential Information available, directly or indirectly, to any person other than its officers and employees who need the Confidential Information to enable the Receiving Party to perform its obligations under this Agreement and provided that such officers and employees are also obliged to keep such Confidential Information confidential and secret. The foregoing obligations shall not apply to any information acquired by the Receiving Party which:

14.1.1    at the time of its acquisition was in the public domain; or

14.1.2    at a later date comes into the public domain through no fault of the Receiving Party.

14.2     Each Party hereby agrees and undertakes:

14.2.1    that all Confidential Information shall be and shall remain at all times the sole and exclusive property of the Supplying Party;

14.2.2    that its right to use Confidential Information shall wholly cease upon the termination of the Agreement;

14.2.3    to return to the Supplying Party on termination of the Agreement all material embodying Confidential Information (including information stored on digital media) or any part thereof and all copies thereof; and

14.3     Obligations with respect to Confidential Information shall survive the termination of this Agreement.


15    
General


15.1     Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered personally, sent by pre-paid first class post, or sent by fax [or email], for the attention of the relevant person, and to the relevant address, fax number or [email address] specified on the Registration Form (in the case of the Affiliate) or the Company Website (in the case of the Company) (or as notified by one Party to the other in accordance with this Clause).

15.2     A notice will be deemed to have been received at the relevant time set out below:

15.2.1    where the notice is delivered personally, at the time of delivery;

15.2.2    where the notice sent by first class post, 48 hours after posting; and

15.2.3    where the notice sent by fax or email, at the time of the transmission (providing the sending Party retains written evidence of the transmission).

15.3     No breach of any provision of the Agreement will be waived except with the express written consent of the Party not in breach.

15.4     If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the Parties, in which case the entirety of the relevant Clause will be deemed to be deleted).

15.5     Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the Parties. The Affiliate will not make any statement on the Affiliate Website or otherwise which expressly or impliedly suggest that there is any such relationship between the Parties.

15.6     The Agreement may be varied by the Company posting a new version of the Agreement on the Company Website and notifying the Affiliate in writing that the Agreement has been varied. The Affiliate's continued participation in the Affiliate Programme after receipt of such a notice will constitute the Affiliate's acceptance of the varied Agreement.

15.7     The Company may freely assign its rights and obligations under the Agreement without the Affiliate’s consent.

15.8     The Agreement is made for the benefit of the Parties, and is not intended to benefit any third Party or be enforceable by any third Party with the exception of those clauses relating to the Income Access tracking. The rights of the Parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third Party.

15.9     The Agreement constitutes the entire agreement and understanding of the Parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the Parties relating to the subject matter of the Agreement. Subject to Clause 10.1, each Party acknowledges that no representations or promises not expressly contained in the Agreement have been made by or on behalf of the other Party.

15.10 The Agreement will be governed by and construed in accordance with the laws of England and Wales.