Sporting Index Affiliates Terms and Conditions

 

This Agreement contains the complete terms between the Affiliate and us, Sporting Index Ltd ("Company", "we", "our" or "us") that will apply to your application to join our Affiliate Programme and, if your Application is accepted, your participation in the Affiliate Programme.

 

By submitting your Registration Form, you are agreeing to be legally bound by this Agreement, so please read these Affiliate Terms carefully and make sure that you agree with them before submitting your Registration Form. If you are an individual submitting the Registration Form for and on behalf of the Affiliate, you hereby represent and warrant that you are duly authorised to bind the Affiliate to the terms of this Agreement.


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 this Agreement:

 

"Acceptance Date" means the date that we send you an Acceptance Email;

 

"Acceptance Email" has the meaning given to it in Clause 2.3;

 

"Affiliate", "you", "your" means the person (natural or legal) specified as the applicant for our Affiliate Programme on the Registration Form;

 

"Affiliate Account" means the account which will be created for you, and operated using software provided by Income Access, if you are accepted on to our Affiliate Programme and through which you can view your monthly Fee statements and update your personal details from time to time;

 

"Affiliate Programme"means theaffiliate programme owned and operated by us using the Income Access Software, more details of which can be found here:https://www.sportingindex.com/sports-affiliates;

 

"Affiliate Services" has the meaning given to it in Clause 3.1;

 

"Affiliate Site"means the website or websites owned and operated by the Affiliate and specified on the Registration Form on which you market and promote, or intend to market and promote, the Products; in accordance with this Agreement;

 

"Affiliate Terms" means these Affiliate terms and conditions, as updated from time to time in accordance with Clause 2.10;

 

"Agreement"means these Affiliate Terms, the Registration Form and the Acceptance Email, as may be amended from time to time in accordance with this Agreement;

 

"Applicable Laws"means all applicable laws, regulations, codes of practice, guidelines, decisions, orders and decrees imposed by law or any competent national or international governmental or quasi-governmental regulatory authority, including all advertising and gambling laws and regulations and Data Protection Legislation;

 

"Brand"means any names, logos, trade marks, symbols, emblems, marks or designations used in connection with the Company, its Products and the Sites from time to time;

 

"Company"means Sporting Index Ltd. a company registered under the laws and England and Wales under company number 02636842 and with registered office at Gateway House, Milverton Street, London, SE11 4AP, United Kingdom;

 

"Confidential Information" means any confidential information shared by either Party with the other in connection with this Agreement, including confidential information as to a Party's marketing plans, marketing concepts, structure and payments;

 

"Data Protection Legislation"means European Regulation (EU) 2016/679 and Directive 2002/58/EC and any legislation and/or regulation implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them, and all other applicable laws relating to processing of personal data and privacy that may exist in any relevant jurisdiction;

 

"FCA"means the UK's Financial Conduct Authority (or any successor body);

 

"Gambling Commission"means the Gambling Commission of Great Britain (or any successor body);

 

"Fees"means monthly payments of 30% of Net Revenue, unless a bespoke plan is otherwise agreed in writing;

 

"Good Industry Practice" means all due care, skill and diligence as may be expected of a person with appropriate skill and experience in providing services of a similar scope, type and nature as the Affiliate Services

 

"Income Access"means Income Access Limited, a company registered in England and Wales (company registration number 05819332) and its registered office at 25-27 Canada Square, London, E14 5LQ, United Kingdom;

 

"Income Access Software" means the tracking and affiliate management software provided by Income Access;

 

"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 (including all 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);

 

"LCCP" has the meaning given to it in Clause 3.2.3;

 

"Link"means a hyperlink (whether embedded in text or an image or otherwise) that incorporates a tracking code and, when clicked on by an end user, takes that end user from the Affiliate Site to the Site in the form, of the design, and in a position on the Affiliate Site specified by the Company;

 

"Marketing Guidelines" means any and all written guidelines and/or other instructions as may be provided to you by us from time to time in relation to the marketing and promotion of the Products, including guidelines relating to use of the Brand and the creation of any Marketing Materials;

 

"Marketing Materials" means the Links and any other marketing materials that have been provided or otherwise made available to you by us and/or pre-approved in writing by us;

 

"Net Revenue"means all gross revenue earned by the Company directly from Players using the Products less:

a) any direct or indirect tax or duty payable in relation to the amounts staked and wagered by Players on the Product;

b) promotional costs;

c) fees payable to Income Access in connection with the Affiliate Programme;

d) winnings paid to any Player in respect of stakes and wagers through the Product;

e) any contributions to jackpots or pooled prizes, where applicable;

f) charges levied by electronic payment, banks or credit card organisations for payment processing or settlement of deposits or withdrawals or other transactions;

g) chargebacks, bad debts, returns, cancelled or voided wagers;

h) any amounts in respect of any free bets/games offered; and

i) any credits towards bets/games won by or awarded to Players, in each case in respect of the applicable period;

 

"Notice" any notice expressly required to be given in writing under this Agreement;

 

"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";

 

"Player"means an end user that accesses the Site via a Link and is tracked as having successfully opened an account for the first time on the Site as a result of accessing the site via the Link;

 

"Products"means the remote sports spread betting, fixed odds and/ or casino operated by the Company or its partners under the Brand and made available to end users in the Target Market through the Site;

 

"Prohibited Content"means content that we deem, in our sole discretion, to be illegal, harmful, offensive or inappropriate (including sexually explicit, libellous and/or defamatory content, content which infringes third party rights, or content which could incite, facilitate or promote criminal activity, terrorism, violence, aggression, religious hatred or prejudice on the basis of race, religion, gender, sexual orientation, age or disability);

 

"Receiving Party" and "Supplying Party" has the meaning given to it in Clause 17.1;

 

"Registration Form"means the electronic registration form that each applicant to the Affiliate Programme is required to complete and submit after creating an affiliate account on the Affiliate Programme website. More information regarding the Registration Form and application process is available here:http://affiliates.sportingindex.com/registration.asp;

 

"Self-Excluded Customer" means any individual that we notify you has self-excluded from the Licensed Services;

 

"Site"means the following website owned and operated by the Company:www.sportingindex.com

 

"Suspicious Traffic" has the meaning given to it Clause 4.3;

 

"Target Market" means the target market specified in the "Target Market Detail" section of the Registration Form.

 

1.2 In the Agreement, except where the context requires otherwise:

 

1.2.1 any reference to a statute or statutory provision includes a reference to that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and any subordinate legislation made under that statute or statutory provision;

1.2.2 the Clause headings are for convenience only and do not affect the interpretation of the Agreement; and

1.2.3 any phrase introduced by the terms "including", "include" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

 

1.3 This Agreement is drafted in the English language. If this Agreement is translated into another language, the English language text shall in any event prevail.

 

1.4 If there is any conflict between the Affiliate Terms and the Registration Form these Affiliate Terms shall prevail over the terms of the Registration Form .

 


2. THE AGREEMENT

 

2.1 In order to apply to become a member of the Affiliate Programme, you must complete and submit the Registration Form.

 

2.2 The Agreement will come into force on the date that you submit your Registration Form and will continue in force until the earlier of: (a) our rejection of your application; or (b) termination in accordance with clause 15.

 

2.3 You will not become part of our Affiliate Programme, and must not use the Brand and/or otherwise advertise or promote the Products and/or the Sites, unless and until we send you confirmation by email that your application has been successful ("Acceptance Email").

 

2.4 Before submitting your Registration Form, you should review it carefully in order to identify and correct any input errors. You are responsible for keeping your Affiliate Account up to date, including your address, contact details and payment information. You must also ensure that you keep your login details and password confidential and notify us promptly of any actual or suspected breach of your Affiliate Account security.

 

2.5 To help us evaluate your application, we may review your proposed Affiliate Sites and/or request further information from you, and you agree to cooperate with such further requests. We also reserve the right to perform background checks on you and any potential Affiliate Sites that are specified in your Registration Form. You agree that we can ask a third party company to perform such background checks on our behalf. 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: (a) contains any Prohibited Content; (b) infringes or assists or encourages the infringement of any intellectual property rights belonging to any party; or (c) is prejudicial to the good name of the Company and /or the Brand.

 

2.6 Alternatively, we may impose additional conditions on you (such as removing Prohibited Content from the proposed Affiliate Site(s)), which you must comply with in order for us to accept your Application.

 

2.7 Our final decision will be notified to you by email to the email address specified in your application. If we reject your application, this Agreement will cease to apply to you (other than those Clauses which expressly or impliedly survive termination), and you will have no right to appeal our decision. If we accept your application, you agree to provide the Affiliate Services in accordance with our instructions and this Agreement.

 

2.8 Regulations 9(1), 9(2) and 11(1) of the Electronic Commerce (EC Directive) Regulations shall not apply to this Agreement.

 

2.9 You understand that we 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.

 

2.10 We may make changes to this Agreement and change, suspend or cancel the Affiliate Programme at any time during the Term. Any amendments to the Affiliate Terms will be made by either (i) emailing you a change notice or (ii) by posting the new version of the Agreement on our Website. Except in the case of modifications relating to fraud prevention or where there is a mistake in the Agreement, which shall be effective on the date of posting or the sending of such notice (whichever is the earlier), all modifications to the Agreement will only take effect fourteen (14) days after the date of posting or sending of any such notice (whichever is the earlier). If you do not agree with the changes to this Agreement you should notify us in writing of your intention to leave the Affiliate Programme and immediately cease your use of any Marketing Materials. Your continued provision of the Affiliate Services after the date the amended terms come into effect will be deemed to be your binding acceptance of such changes.

 

2.11 You acknowledge and agree that the Affiliate Accounts are operated using the Income Access Software. You agree to be bound by the terms for the use of the Income Access Software as declared by Income Access on their website:https://incomeaccess.com/terms-conditions/.

 


3. AFFILIATE SERVICES

 

3.1 Within seven days following the Acceptance Date and for the remainder of the Term, you agree to market and promote the Products and the Site to the best of your ability in the Target Market via the Affiliate Site by including, at a minimum, one or more Links on the Affiliate Site, and maintaining such Link(s) on the Affiliate Site during the Term ("Affiliate Services").

 

3.2 All Affiliate Services must be performed solely in a manner directed or approved by us and always in accordance with Good Industry Practice, all Applicable Laws, Marketing Guidelines and these Affiliate Terms and any other reasonable instructions, guidelines and/or policies as may be provided by us to you from time to time.

 

3.3 You must ensure that the Affiliate Sites and any of your promotional activity which relates to us (including but not limited to any promotional activity on social media channels) : (a) do not contain any content that infringes any third party's Intellectual Property Rights and/or any Prohibited Content; (b) are not aimed at nor likely to be of particular appeal to people under the age of 18; (c) do not feature any persons who are or who appear to be aged under 25; (d) do not promote irresponsible, compulsive or addictive forms or modes of gambling; (e) will at all times, if applicable, feature an "18+" logo and a link to such appropriate problem gambling care organisation (such as www.begambleaware.org) as we may require; and (f) will at all times, if applicable, carry the relevant FCA risk warning applicable to financial promotions.

 

3.4 You shall ensure that all Affiliate Services are undertaken in a socially responsible manner and in accordance with all legal and regulatory requirements, including:

 

3.4.1 the UK Code of Non-broadcast Advertising, Sales Promotion and Direct Marketing (CAP Code) at:https://www.asa.org.uk/codes-and-rulings/advertising-codes/non-broadcast-code.htmlincluding in particular Section 16 concerned with gambling, and for these purposes, the term "advertising" shall have the meaning attributed to it by Section 327 of the British Gambling Act 2005;

3.4.2 all applicable guidance published by the Committee of Advertising Practice (CAP) and/or the Advertising Standards Authority on the website accessibleathttps://www.asa.org.uk/from time to time in relation to the advertising and marketing of gambling;

3.4.3 the Gambling Commission of Great Britain's Licence Conditions and Codes of Practice ("LCCP") including in particular the requirements of: (i) Section 16 of Part 1 (Responsible placement of digital adverts) ensuring advertisements are not placed on websites which provide unauthorised access to copyrighted content; and (ii) Section 5 of Part 2 (Marketing) of the LCCP from time to time;

3.4.4 the FCA's rules relating to financial promotions;

3.4.5 the Gambling Industry Code for Socially Responsible Gambling at:http://igrg.org.uk/wp/responsible-advertising/;

3.4.6 the licensing objectives set out in Section 1 of the UK Gambling Act 2005, including ensuring that gambling is conducted in a fair and open way, and protecting children and other vulnerable persons from being harmed or exploited by gambling;

3.4.7 all consumer protection laws; and

3.4.8 all applicable laws and regulations related to gambling and financial services,

 

in each case as updated, amended, replaced or superseded from time to time.

 

3.5 You shall ensure that all Affiliate Services undertaken by you or on your behalf are targeted at the Target Market only (including by reference to the language in which any Marketing Materials are made available). We may, in our sole discretion, remove any country (or, where applicable, state or other territory) from the Target Market on written notice to you.

 

3.6 You shall immediately cease any Affiliate Services and/or remove, replace or amend any Marketing Materials on request by us if we consider that such Affiliate Services are in breach of this Agreement.

 

3.7 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 You shall at all times during the Term:

 

4.1.1 conduct yourself, when performing your obligations and/or exercising your rights under this Agreement, as if you were bound by the same licence conditions and subject to the same codes of practice as the Company, including the LCCP;

4.1.2 provide the Company with all such co-operation, information and documents as are required by the Company (acting reasonably) in connection with the Affiliate Programme, including in respect of any investigation or ruling from any regulator, including the Advertising Standards Authority, Information Commissioner's Office, the FCA and the Gambling Commission;

4.1.3 keep the Affiliate Site up-to-date and in good working order and report any material technical issues in relation to the functioning of the Affiliate Site(s) and/or the Links to us as soon as you become aware of them;

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

4.1.5 ensure that all information displayed on the Affiliate Site relating to the Company and or the Products is accurate and compliant with information that has been provided by the Company in writing, including all relevant promotional offers, required disclaimers, key compliance points and terms and conditions.

 

4.2 You must not:

 

4.2.1 increase or seek to increase the Fees using any fraudulent or deceptive method including directly or indirectly offering any person or entity any consideration or incentive for using any Link to access the Product (including any so-called rake-back schemes or similar that offer or allow a proportion of the end user's rake to be returned to the end user in any form);

4.2.2 register and/or bet using the Links from your own Affiliate Site, or allow any of your employees, contractors or officers to do the same;

4.2.3 market the Affiliate Site or Site on or via any third party website which provides unauthorised access to copyrighted content or otherwise infringes third party Intellectual Property Rights;

4.2.4 include any reference to the Company or the Site on the Affiliate Site which may be deemed as negative;

4.2.5 copy the website of any other member of the Affiliate Programme; and/or

4.2.6 take, or omit to take, any action in connection with the Affiliate Programme which might reasonably be expected to (a) lead to the possibility of damage to the reputation and goodwill of the Company, the Brand, the Products and/or the Site; or (b) put the Company or any member of our Company group in breach of Applicable Laws or the licence conditions and/or codes of practice attached to the Company's gambling operating licence(s) or financial services authorisations from time to time, including the LCCP and the FCA Handbook.

 

4.3 You are and shall remain throughout the Term solely responsible for (a) the development, operation, and maintenance of the Affiliate Site and for all materials that appear on the Affiliate Site; and (b) the quality and origin of the traffic that you provide to the Site.

 

4.4 If we believe that you have accidentally or unknowingly directed poor quality traffic to the Site (including but not limited to Players making use of promotional offers without genuine deposits or activity and/or Players solely seeking arbitrage opportunities), the Company may issue a written warning to Affiliate, notifying the Affiliate of the issue. If, after two (2) written warnings, the Affiliate still directs such traffic to the Company's Website, the Company may, in its sole discretion, immediately terminate such Affiliate's participation in the Affiliate Program. If an Affiliate knowingly sends such traffic to the Company, the Company may, in its sole discretion, immediately terminate such Affiliate's Participation in the Affiliate Program.

 


5. WEBSITE LINKS & REGULATIONS

 

5.1 You acknowledge that the Company, due to its status as a regulated entity, might be held responsible for any statements, promotional materials or any other references to the Company and the Products that are published or circulated in any form by an Affiliate, and that there may be significant consequences for both the Company and you if any statements and/or promotional materials you publish do not comply with Applicable Laws. It is therefore of critical importance that you comply with these Affiliate Terms in full, and in particular that you shall:

 

5.1.1 not place any Links and/or use the Brand and/or any other Marketing Materials alongside, in conjunction or in connection with, and shall ensure that the Affiliate Site(s) do not contain or link to: (a) any Prohibited Content; or (b) any content which may harm our Brand or reputation;

5.1.2 not use any marketing or promotional material that is not a Marketing Material and will not link to the Site via any URL other than a Link;

5.1.3 comply promptly with any directions from us regarding the form, content and use of any Marketing Materials and/or the Brand, including the positioning of any Marketing Materials on the Affiliate Site;

5.1.4 ensure that you are always using the most up-to-date versions of the Marketing Materials and the Brand supplied and/or approved by us;

5.1.5 not market, promote, endorse or otherwise refer to the Company, its Products or the Sites other than in accordance with this Agreement;

5.1.6 not in any way suggest or claim that any of the Products or other businesses of the Company or any of its promotions have been arranged for the benefit of the users of the Affiliate Site or that the Company is endorsing any products or services other than the Products;

5.1.7 not misrepresent the relationship between Affiliate and the Company nor present any other false information about the Company or the Products;

5.1.8 not display or use a hyperlink in a manner that causes the Site 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 or embed the Site into a third-party website;

5.1.9 not display or use an inline hyperlink to any information file contained in the Sites;

5.1.10 not alter, block or otherwise prevent display of any content of the Sites;

5.1.11 not post messages regarding the Company and any of its Links to any social networking website, newsgroup, chat rooms and/or bulletin boards without our prior written consent which may be withheld in our absolute discretion and

5.1.12 not purchase pay-per-click keyword campaigns in search engines (including but not limited to Brand terms) that ultimately redirect to the Site (whether or not via the Affiliate Site).

 

5.2 The Marketing Materials that we provide to you may include the HTML code for the Link and/or a graphic file or files to which the HTML code should be applied. 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 Site. Failure to comply with this condition may result in your receiving no credit for new Sporting Index registrations that are generated from your website.

 

5.3 We may request the alteration, replacement or removal of any Link or other Marketing Materials from the Affiliate Site at any time and you shall comply with such request without undue delay.

 


6. INTELLECTUAL PROPERTY RIGHTS

 

6.1 From the Acceptance Date, we grant you a non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable, royalty free licence, during the Term in the Target Market to use the Brand and the Marketing Materials (the "Licensed Materials") throughout the Term for the sole purpose of providing the Affiliate Services and always in accordance with the Marketing Guidelines.

 

6.2 You are not permitted to:

 

6.2.1 alter, modify or change the Licensed Materials in any way whatsoever without our prior written consent or otherwise on and in accordance with our written instructions;

6.2.2 use the Licensed Materials without first submitting a sample of your proposed use to us and receiving our prior written consent to such use;

6.2.3 use the Licensed Materials in any manner that is disparaging or that otherwise portrays us, Income Access or any other third party negatively; or

6.2.4 apply for, or obtain anywhere in the world: (a) registration of any trade mark or service which consists of, includes, or is confusingly similar to any aspect of the Brand; or (b) any domain name or sub-domain world which consists of, includes, or is confusingly similar to any of the marks under the Brand.


6.3 As between us and you, we own or license all of the Intellectual Property Rights in the Brand, the Products and the Sites and any goodwill that accrues though your use of the Licensed Materials shall vest in us and/or our licensors. You hereby irrevocably assign to us all present and future Intellectual Property Rights and other rights relating to the Licensed Materials with full title guarantee, worldwide and in perpetuity. You will execute any and all such documents as may be necessary to transfer and/or assign to us any such rights. You hereby agree to waive any moral rights that you have in any Licensed Materials that are created by you or on your behalf.

 

6.4 We may revoke your licence to use the Licensed Materials at any time by written notice to you, whereupon you must immediately destroy or deliver up to us all such materials as are in your possession. You acknowledge that, except for the licence granted to you in this clause, you have not acquired and will not acquire any right, interest or title to any of the Licensed Materials by reason of this Agreement or your provision of the Affiliate Services.

 

6.5 You will notify us as soon as you become aware of any infringement or potential infringement of any Intellectual Property Rights in the Product, the Sites and/or the Brand. We will have absolute discretion to decide what action to take (if any) in respect of any infringement of any Intellectual Property Rights and shall have exclusive control over, and conduct of, all claims and proceedings arising out of or in connection with any Intellectual Property Rights relating to the Product, the Sites or the Brand, and we shall be entitled to retain indefinitely all sums recovered in any action for our own account. You shall not make any admissions to any third parties with respect to such proceedings and shall provide us with all assistance that we/they may reasonably require in the conduct of any claims or proceedings.

 

6.6 We do 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.

 

6.7 We reserve the right to describe ourselves as acting in association with Affiliate or similar expression on any Marketing Materials provided by us.

 


7. PAYMENTS

 

7.1 We will track and report Player activity for purposes of calculating your Fees using the Income Access Software. The form, content and frequency of the reports may vary from time to time in our sole discretion. Reports will be available to you via Income Access with your payment indicating the number of new Players that signed up that month and/or the total amount due to you after any deductions or set offs that we are entitled to make under this Agreement. We hereby exclude any and all liability for the accuracy or completeness of any such reports and in particular shall not be liable for any mistakes or inaccuracies caused by the Income Access Software.

 

7.2 In consideration for you providing the Affiliate Services in accordance with this Agreement, the Company will pay you the Fees in accordance with this clause 7.

 

7.3 Provided the Fee due to the Affiliate exceeds the individual monthly payment threshold as set out in clause 7.4 ("Monthly Payment Thresholds"), the Company will pay all Fees to the Affiliate due in respect of a calendar month within 30 days of the end of the following calendar month. If the threshold has not been met, no Fees shall be payable for that month but all unpaid Fees from any given month will be rolled over into the subsequent month until the Payment Threshold has been met.

 

7.4 The Monthly Payment Threshold depends on the Affiliate Payment Method as follows:

 

7.4.1 Electronic Transfer: Minimum 500;

7.4.2 Neteller: Minimum 50;

7.4.3 Skrill: Minimum 50;

7.4.4 UK BACS Transfer: Minimum 100;

 

7.5 All Fees stated in or in relation to the Agreement are stated inclusive of VAT where relevant, and the Affiliate is solely responsible for paying VAT. If the Company is required by law to deduct withholding tax or any other taxes or duties from any Fees, then the Company will deduct such amounts from the Payments before paying them to the Affiliate.

 

7.6 Payment of all Fees to the Affiliate will be made in UK Pounds Sterling to the bank account or using the Payment Method specified by the Affiliate on the Registration Form or otherwise agreed between the Parties in writing.

 

7.7 We may, from time to time, agree bespoke fee arrangements, in which case any such written agreement in respect of a bespoke fee arrangement shall determine the Fee payable to you. For discussion on bespoke plans, you can contact us at: affiliates@sportingindex.com to discuss. We are under no obligation to pay you on an alternative basis.

 

7.8 If the Company does not pay any amount properly due to the Affiliate under or in connection with the Agreement, the Affiliate is entitled but not obliged to charge the Company simple interest on the overdue amount at the rate of 1% per year above the base rate of HSBC Bank Plc from time to time.

 

7.9 No Fees will be due in respect of:

 

7.9.1 any wagers on the Site made by or on behalf of: (a) the Affiliate; (b) any parent undertaking or subsidiary of the Affiliate; (c) any employee, agent or officer of the Affiliate or any parent undertaking or subsidiary of the Affiliate; and/or (d) by any natural person related to any of the foregoing;

7.9.2 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;

7.9.3 any deposits and/or wagers on the Site 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).

 

7.10 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.

 

7.11 We may withhold payment of Fees if: (i) we believe or suspect that any transaction or other activity relating to any Link, the Affiliate Site(s), the Site or the Products is suspicious, fraudulent and/or involves or may involve financial crime or similar activity; (ii) there is a breach or suspected breach of these Affiliate Terms by you; or (iii) we have reasonable grounds to believe that the services for which those Fees would ordinarily have been payable were not undertaken in accordance with legal or regulatory requirements. In such event, we reserve the right to retain indefinitely any revenues relating to that transaction or activity. We will not be responsible for any Fees that you do not receive as a result of failing to provide us with accurate payment information.

 


8. WARRANTIES

 

8.1 Each Party warrants to the other Party that:

 

8.1.1 it has and will retain throughout the Term legal right and authority to enter into and perform its obligations under the Agreement and to grant the rights and licences that are granted under this Agreement; and

8.1.2 it has no agreement or understanding with any third party that interferes with or will interfere with its obligations under this Agreement and will not enter into any such agreement during the Term.

 

8.2 You further warrant, represent and undertake (on a continuing basis) that:

 

8.2.1 the individual that submitted the Registration Form for and on behalf of the Affiliate was duly authorised to submit the Registration Form and bind the Affiliate to this Agreement;

8.2.2 the Affiliate Sites are solely owned and/or controlled by you and are and shall remain functional and, subject to reasonable downtime for maintenance or third-party access restrictions, accessible to all users of the internet in the Target Market throughout the Term;

8.2.3 all information provided to us (whether as part of the Registration Form or otherwise) is complete and accurate and you will promptly update that information if all or any part of it changes;

8.2.4 you have obtained and will maintain all necessary registrations, authorisations, consents and licences to enable you to fulfil your obligations under this Agreement;

8.2.5 you will not intercept, redirect or otherwise interfere with traffic from the websites of any other person participating in the Affiliate Programme, or otherwise modify, impair, disable or otherwise interfere with any tracking codes and/or other technology in order to ensure proper tracking interfere with any tracking technology required by Income Access or otherwise used in connection with the Affiliate Programme in order to determine the Fees payable to you (or any other participant of the Affiliate Programme);

8.2.6 you understand that Applicable Laws and Good Industry Practice vary from country to country (and sometimes within a country), you have independently evaluated the laws of the Target Market (including taking independent legal advice where appropriate) and you believe that you may participate in the Affiliate Programme without violating any Applicable Laws. You hereby acknowledge that it is your responsibility to assess the legal implications of targeting each territory within the Target Market(s); and

8.2.7 you are over the age of 18 on the date that you submit your Application.

 

8.3 You acknowledge and agree that the Affiliate Programme, the Sites and the Products are provided 'as is'. We exclude, and you waive, any and all warranties, representations, terms and conditions (to the extent that they may lawfully be so excluded) implied by law or by custom or trade practice in respect of the provision of the Affiliate Programme, the Sites and the Product. We cannot and do not guarantee that the Affiliate Programme, the Products and/or the Sites will be error free.

 


9. DATA PROTECTION AND DIRECT MARKETING

 

9.1 You shall comply at all times with all Data Protection Legislation (including all applicable legislation and/or regulations relating to the use of cookies and required notification procedures regarding the same). You must not do, or omit to do, and must ensure that your personnel and other representatives do not do or omit to do, anything that would cause (or may be reasonably expected to cause) us to be in breach of any provision of any Data Protection Legislation. Upon our reasonable written request, you shall provide us with all co-operation and assistance that we reasonably request to demonstrate that you are complying with Data Protection Legislation. You shall notify us promptly upon becoming aware of any breach of direct marketing laws (including Data Protection Legislation) in relation to the Products.

 

9.2 You shall not send any direct marketing to any person unless such marketing has been approved in accordance with the process set out in Clause 9.3 and you shall not under any circumstances refer to the Company, the Products or the Brand in any way in any unsolicited bulk email campaigns or other "spamming" practices that you may conduct, or using any form of spyware, parasite ware, adware or similar software, or using any other antisocial or deceptive methods whatsoever;

 

9.3 If you wish to send any direct marketing to any person in relation to the Products (whether via email, direct messaging on social media, SMS or any push notification) you shall notify us of your plans in respect of such direct marketing. If we provide our written consent to you carrying out such marketing, you shall (and shall procure from any third party that provides such services on your behalf that it shall):

 

9.3.1 provide: (a) the relevant marketing messages, Links, use of the Brand and/or any other promotional content; and (b) the intended recipient list, in each case to us at least two (2) weeks prior to the target send date in the format requested by us to enable us to approve (or not approve, in its sole discretion) the same;

9.3.2 if we provide our approval to the proposed direct marketing activity, only send such marketing (in the approved form) to your intended recipient list once we have provided prior written approval of the same on the day before the target send date. We shall be entitled to require you to remove any person from the recipient list for any reason, including but not limited to if we believe that such person is a Self-Excluded Customer;

9.3.3 include us on your marketing list and send all such marketing to us each time you use such marketing (using such contact details that we provide you from time to time);

9.3.4 without prejudice to the foregoing, only send such messages to recipients who have willingly and explicitly consented to receive marketing from you in relation to the Product (and who have not withdrawn such consent), in accordance with applicable Data Protection Laws, such consent having been reaffirmed by the recipient at least within the last year (and you acknowledge that our approval of any recipient list shall not be confirmation that any such recipient has consented to receive such marketing);

9.3.5 clearly display a message in each such communication to state who is sending such marketing communications (and confirm they are not being by us and/or the Site and/or the Product);

9.3.6 clearly display an unsubscribe feature in each such communication clearly detailing methods of unsubscribing from the mailing list;

9.3.7 not send any promotional offers relating to the Products to recipients under the age of 18;

9.3.8 comply at all times with all applicable direct marketing laws and Data Protection Laws; and

9.3.9 at least once every six months, and in any event on our request, provide us with written evidence of your compliance with this Clause 9.3.

 

9.4 If we are required to provide you with any personal data for the purpose of calculating or verifying the Fees payable to you under this Agreement, you agree that we will shall have no obligation to provide you with any such personal data unless and until you have first entered into any additional documents and/or agreements that we reasonably consider may be required to comply with Data Protection Legislation.

 


10. AUDIT

 

10.1 The Affiliate will keep and maintain full, up to date and accurate original documents, books and records relating to all its activities under this Agreement. You will provide us on request such information as we reasonably request in order to assist or enable us to (a) comply with Applicable Law (including any order, request or requirement from the GC and/or any other relevant authority) and/or (b) assess your compliance with this Agreement. The obligation in this Clause 10 shall continue for [six] years from termination of this Agreement.

 


11. LIABILITY

 

11.1 Nothing in the Agreement will exclude or limit the liability of either Party for (a) death or personal injury caused by that Party's negligence; (b) fraud or fraudulent misrepresentation on the part of that Party; (c) any other liability which may not be excluded or limited under applicable law; or (d) our liability to pay any Fees that are due and payable in accordance with this Agreement.

 

11.2 Subject to Clause 11.1, 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:

 

11.2.1 the Company will not be liable for any:

(a) loss of profits, income or anticipated savings;

(b) loss or corruption of any data, database or software;

(c) reputational damage or damage to goodwill;

(d) loss of any commercial opportunity; and/or

(e) indirect, special or consequential loss or damage;


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

 

11.2.3 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

 

11.2.4 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.

 


12. INDEMNITY

 

12.1 You shall indemnify us in full against all liability, loss, damages, costs and expenses (including legal fees) awarded against or incurred or paid by us as a result of, or in connection with:

 

12.1.1 any breach by the Affiliate of any term of the Agreement; and/or

12.1.2 any claim that the Affiliate Site infringes the Intellectual Property Rights of any other person, except to the extent that the claim arises in respect of the Marketing Materials or from compliance with any terms stipulated by us; and/or

12.1.3 any act or omission by you or your employees, agents or sub-contractors in performing your obligations under this Agreement.

 


13. SUSPENSION

 

13.1 Without prejudice to any other rights or remedies available to us under this Agreement or otherwise at law, we may suspend your participation in the Affiliate Programme at an time on notice to you if we have reasonable grounds to believe:

 

13.1.1 you have failed to comply with the provisions of Clauses 3 to 9 inclusive of these Affiliate Terms; or

13.1.2 a significant proportion of Players referred by you to the Company are found to be in breach of the terms and conditions of the Site or of any of our promotions or marketing offers; or

13.1.3 you are opening multiple Player accounts with Sporting Index in different names.

 


14. FORCE MAJEURE EVENTS

 

14.1 Where any unforeseeable events, circumstances or causes which are beyond a Party's reasonable control ("Force Majeure Event") directly causes 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 and neither Party shall have any liability for such failure or delay in performance, provided:

 

14.1.1 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, promptly notifies the other; and

14.1.2 the affected Party has taken all reasonable commercial steps to mitigate the effects of the Force Majeure Event.

 


15. TERMINATION

 

15.1 This Agreement will terminate automatically at the moment that we notify you that your application to become a member of the Affiliate Programme has been rejected.

 

15.2 Without prejudice to its rights and remedies at law or otherwise, either Party may terminate this Agreement at any time by giving 30 days' prior written notice to the other Party.

 

15.3 Without prejudice to its rights and remedies at law or otherwise, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party where:

 

15.3.1 the other Party is in material breach of its obligations under this Agreement (other than those specified in Clause 15.4.1)and either (a) such breach is not capable of remedy or (b) the other party does not remedy such breach (if the same is capable of remedy) within 5 business days of receiving the other Party's written request to do so;

15.3.2 the other party is in persistent breach of any of its obligations under this Agreement;

15.3.3 any warranty or undertaking provided under this Agreement by the other Party is found to be untrue or misleading;

15.3.4 the other Party goes into liquidation whether compulsory or voluntary or an administrator or receiver is appointed over the whole or any part of that other party's assets or that other party enters into any arrangement for the benefit of or compounds with its creditors generally or threatens to do any of these things or any judgment is made against the other party, or there is any similar occurrence under any jurisdiction affecting the other Party;

15.3.5 the other Party ceases or threatens to cease to carry on business; and/or

15.3.6 either party has been unable to perform its obligations under this Agreement as a result of a Force Majeure Event for a period of more than 30 days.

 

15.4 Without prejudice to any of our other rights or remedies under this Agreement or at Law, we may terminate the Agreement immediately and without liability by giving written notice to you

 

15.4.1 we reasonably believe that you have breached any of the terms set out in Clause 3 (Affiliate Services); Clause 4 (Affiliate Obligations); Clause 8 (Warranties); or Clause 9 (Data Protection and Direct Marketing) or have otherwise acted in a manner which is inconsistent with any of our gambling licences, financial services authorisations and/or other approvals or any requirements, standards, instructions or conditions of any applicable regulatory authority (including the FCA and Gambling Commission), including the licensing objectives set out in Section 1 of the Gambling Act 2005;

15.4.2 (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;

15.4.3 you fail to generate any new Players for six consecutive months or more; and/or

15.4.4 you fail to generate any positive Net Revenue for the Company over any consecutive six (6) month period.

 


16. EFFECTS OF TERMINATION

 

16.1 Upon termination:

 

16.1.1 all the provisions of the Agreement will cease to have effect save any provision which is expressly or by implication intended to come into or remain in effect following termination;

16.1.2 you will immediately cease all Affiliate Services and use of the Licensed Materials and shall disable all Links and remove all Licensed Materials from the Affiliate Site(s);

16.1.3 all licences granted to you under this Agreement shall terminate immediately; and

16.1.4 each Party shall promptly destroy or return to the other (as instructed by the other Party) all of the property of the other (including the Marketing Materials) and all Confidential Information belonging to the other that is within its possession or reasonable control at the time of termination; and

16.1.5 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.

 

16.2 Subject to Clause 16.3:

 

16.2.1 within 30 days following termination, we will pay to you all Fees that have accrued as a result of any activity that took place on or before the date of effective termination of the Agreement in accordance with the terms of the Agreement; and

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

 

16.3 If the Agreement is terminated by the Company under Clause 15.3 or 15.4, the Company will not have any obligation to make any further payments of Fees to the Affiliate except those Fees already accrued as at the date of termination.

 


17. CONFIDENTIALITY

 

17.1 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 at the time of its acquisition was in the public domain or at a later date comes into the public domain through no fault of the Receiving Party.

 

17.2 Each Party hereby agrees and undertakes:

 

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

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

17.2.3 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

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

 

17.3 You shall not make any public disclosure relating to the Agreement (including press releases, public announcements and marketing materials) without the prior written consent of the Company;

 


18. GENERAL

 

18.1 Any Notice given under the Agreement must be delivered personally, sent by pre-paid first class post, or sent by or email, for the attention of the relevant person, and to the relevant address, email address specified on the Registration Form (in the case of the Affiliate) or the Site (in the case of the Company) (or as notified in writing by one Party to the other in accordance with this Clause).

 

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

 

18.2.1 where the Notice is delivered personally, at the time of delivery;

18.2.2 where the Notice sent by first class post, 48 hours after posting; and

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

 

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

 

18.4 The rights and remedies arising under, or in connection with, this Agreement are cumulative and, except where otherwise expressly provided in this Agreement, do not exclude any rights or remedies, whether arising under this Agreement or provided by law or otherwise.

 

18.5 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).

 

18.6 Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the Parties, nor authorise either party to make or enter into any commitments for or on behalf of the other party. The Affiliate will not make any statement on the Affiliate Site or otherwise which expressly or impliedly suggest that there is any such relationship between the Parties.

 

18.7 The Company may freely assign its rights and obligations under the Agreement without the Affiliate's consent. You may not sub-contract, sub-license, assign, novate or otherwise transfer any of your rights or (as applicable) obligations under this Agreement without our prior written consent which may withhold at our absolute discretion.

 

18.8 Each party shall use all reasonable endeavours to procure that any necessary third party shall execute such documents and perform such acts as may be required for the purpose of giving full effect to this Agreement.

 

18.9 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.

 

18.10 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 11.1, 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. Each Party irrevocably and unconditionally waives all claims, rights and remedies that, but for this Section, it might otherwise have had in relation to any of the foregoing. Nothing in this Section shall limit or exclude any liability for fraud.

 

18.11 All disputes and claims arising out of or in connection with this Agreement (including any dispute or claim relating to non-contractual obligations) will be subject to the exclusive jurisdiction of the courts of England and Wales. Notwithstanding the foregoing, we shall be entitled, in any jurisdiction, to seek: (a) injunctive relief in order to enforce or preserve our rights, including in relation to our Intellectual Property Rights and Confidential Information; and (b) to enforce any court judgment or award.