TERMS AND CONDITIONS – 2nd May 2018
NETPLAY TV AFFILIATE AGREEMENT BETWEEN
(1) Betsson Services
Limited, a company registered in Malta with number C44114 and whose
registered office is at Betsson Experience Centre, Ta’ Xbiex Seafront, Ta’ Xbiex
XBX 1027, Malta (“BSL”), and
(2) The Affiliate.
(A) BSL is a subsidiary of Betsson AB
and aims to promote remote gaming products and services carried out by the
(B) The Affiliate is a provider of Internet
marketing and promotional services, commonly known as ‘Affiliate Marketing’;
(C) BSL wishes to engage the services
of the Affiliate for the purpose of promoting Netplay TV brands.
IT IS ACCORDINGLY
AGREED AS FOLLOWS:
Account’ means the unique administrative account accepted and registered by BSL
on the NetPlay TV Affiliate System;
Agreement’ means the legally binding Agreement between the Affiliate and BSL
that is concluded upon processing and acceptance by BSL of an application to
become an Affiliate;
Company’ means any entity from time to time directly or indirectly controlled
by Betsson AB, its successors or assignees;
Scheme’ means the BSL remuneration scheme among those offered by BSL
according to which the Affiliate has agreed to have Referral Commission
calculated, full details of which are posted on the NetPlay TV Affiliate
includes, but is not limited to, textual and / or graphical devices to be
used for the promotion of NetPlay TV brands;
Property’ means all intellectual property rights, including patents,
supplementary protection certificates, petty patents, utility models,
trademarks, database rights, rights in designs, copyrights (including rights
in computer software) and topography rights (whether or not any of these
rights are registered, and including applications and the right to apply for
registration of any such rights) and all rights and forms of protection of a
similar nature or having equivalent or similar effect to any of these which
may subsist anywhere in the world, in each case for their full term, and
together with any renewals or extensions or revivals of the same;
1.7. ‘Net Gaming
Revenue’ on casino activity over a given period means the aggregate value of
Referred Players’ opening balances for the period and funds transferred in,
1.7.4. funds transferred out;
1.7.5. closing balances;
1.7.6. credits made to Referred Players;
1.7.7. licensing fees;
1.7.9. bad debts;
1.7.11 UK Remote Gaming Duty of 15% (UK customers only), apply from 1st December 2014.
1.8. ‘NetPlay TV
Affiliate System’ means the web-based resource through which Affiliates can
access Creatives and statistical information;
1.9. ‘Referral Commission’ means the
commission paid or payable to the Affiliate under this Agreement and
calculated in accordance with the applicable Commission Scheme;
1.10. ‘Referred Players’ means users who
have registered on a NetPlay TV website after following a Tracking Link, have
deposited funds and who have wagered;
1.11. ‘Referred Player Tracking System’
means the software used by BSL to track player deposit, withdrawal and
1.12. ‘Tracking Links’ means hypertext
tracking links provided by BSL that have been provided by BSL to the
Affiliate and used by the Affiliate in order to promote NetPlay TV brands.
1.13. ‘Verified Referred Player’ means a Referred Player
who has passed all verification checks as detailed within the Terms and
Conditions for all BSL sites (Section 4 & 5), i.e.: a Player who has
passed all age and ID verification procedures necessary.
2. PURPOSE AND
NATURE OF THE AGREEMENT
2.1. Site promotion
2.1.1. Under this Agreement, BSL will provide Creatives to the Affiliate to
be used for the promotion and marketing of NetPlay TV brands.
2.2.1. In consideration of this promotion and marketing, BSL will pay a
Referral Commission based on either Verified Referred Players’ Net Gaming
Revenue generated from players referred by the Affiliate or the number of
Verified Referred Players who have followed a BSL Tracking Link provided to
the Affiliate under this Agreement.
2.3. No Partnership
2.3.1. This Agreement does not create any legal partnership, relationship of
agency, or any other legal joint venture between BSL and the Affiliate, and
the Affiliate is responsible for its own site, may not make any
representations on behalf of BSL, nor enter in to any obligations on BSL’s
2.4. Non Exclusivity
2.4.1. Nothing in this Agreement shall preclude the conclusion of similar
Affiliate Agreements by either Party, nor the solicitation by BSL of customer
referrals on terms that differ from those in this Agreement.
2.5.1. There is no Agreement between BSL and the Affiliate unless and until BSL’s
accepts an application to become an affiliate, BSL retaining the absolute
discretion to refuse or accept any application.
2.6. Effective date
2.6.1. BSL shall contact the Affiliate by email to communicate acceptance in
the event that the application is accepted, from which point this Agreement
3. BSL’S RIGHTS AND
3.1.1. BSL shall monitor and record the registration and activity levels of
Verified Referred Players using its Verified Referred Player Tracking System.
BSL shall make available a report of this activity to the Affiliate through
the NetPlay TV Affiliate System.
3.1.2. In the event of a discrepancy between the records contained in the
NetPlay TV Affiliates tracking system and the reports issued through the
Verified Referred Player Tracking System, the Verified Referred Player
Tracking System shall determine the discrepancy.
3.2. Payment of
3.2.1. BSL shall pay a Referral Commission to Affiliates on the Activity of
Verified Referred Players, in accordance with the Commission Scheme chosen by
the Affiliate. For clarity, non-verified Referred Players will NOT qualify
3.2.2. The default Commission Scheme is that which is based on Referred
Player Net Gaming Revenue, commonly known as ‘Revenue Sharing.’ If the Net
Gaming Revenue is negative for the month i.e. the Affiliates Verified
Referred Players win against NetPlayTV then no Referral Commission will be
paid to the Affiliate that month. The negative Net Gaming Revenue will be
carried forward to future months and offset against future positive Net
Gaming Revenue until the overall balance is positive at which time Referral
Commission shall be due to the Affiliate on this positive balance.
3.2.3. The Affiliate may request Referral Commission based on the acquisition
by BSL of Verified Referred Players, commonly known as ‘Cost Per Acquisition’
(“CPA”), provided this is requested in writing, and approval of which lies
within the absolute discretion of BSL.
3.3. Good Faith
3.3.1. The Affiliate shall execute this agreement in good faith, and shall
not benefit from traffic generated in a manner that is fraudulent, dishonest,
abusive or disingenuous, whether or not this traffic is detrimental to BSL.
3.3.2. The Affiliate is expressly prohibited from becoming a Verified
Referred Player for the purposes of this Agreement.
3.4. Provision of
3.4.1. BSL shall provide Creatives for the Affiliate to discharge its
marketing and promotional obligations under this Agreement.
RIGHTS AND OBLIGATIONS
4.1. Promotion of
NetPlay TV Sites
4.1.1. The Affiliate will promote NetPlay TV brands by incorporating Tracking
Links and Creatives within website, weblog, email, SMS and other content.
4.1.2. The Affiliate shall use only the Tracking Links and Creatives that
have been most recently posted by BSL on the NetPlay TV Affiliates website to
promote and market NetPlay TV brands.
4.1.3. All email and SMS
campaigns must be approved by the BSL Compliance Team before being
broadcasted. Any unauthorised email or SMS campaigns will result in all
commission being forfeited by the affiliate for the entire month of the
campaign broadcast. BSL retain the absolute discretion to remove any
affiliate who chooses to broadcast an unauthorised email or SMS campaign, or
engages in any other type of behaviour or business practise that constitutes
a breach of these terms and conditions, or any advertising legislation
applicable in any targeted territory.
4.2. Multiple Accounts
4.2.1. No legal or natural person may enter in to more than one Affiliate
Agreement with BSL, which for the avoidance of doubt means that only one
Affiliate shall hold one Affiliate Account.
4.3.1. Should no Verified Referred Players
be produced by the Affiliate Account for a continuous period of 60 days, the
agreement will be terminated in accordance with 10.3 below.
4.4. SMS Messaging
4.4.1. Affiliates must not at any time send unsolicited SMS messages
to any individual’s mobile phone. This practise is not allowed under UK
remote gambling rules and so any affiliate do chooses to use this technique
will be removed from the program and will forfeit any revenue owed to them.
4.5. Advertising on illegal websites
4.5.1. The Police Intellectual Property Crime Unit (“PIPCU”)
have made clear that it is an offence to advertise, or show banners for, or
any other form of advertising, on illegal websites such as illegal torrent
sites, etc. As such, no affiliate may place any content relating to our
brands on offending sites. If found to be doing so, the affiliate will
be reported to PIPCU, removed from the program, and will forfeit any revenue
owing to them.
4.6. Adherence to Gambling Commission
and ASA rules on advertising
4.6.1. All affiliates must adhere to the guidance provided to
them by BSL around the safe and compliant advertising of gambling services by
them, whether in substance, subject or apparent provenance, and they ensure
that any third party procured by them fulfils the same. This provision
is made clear in Section 5 of the Gambling Commission’s Licence Conditions
and Codes of Practice. Failure to adhere to this requirement may result
in non-compliant advertising techniques or methods being used by an
affiliate, which in turn will lead to the removal of the affiliate from the
5.1. The Parties
5.1.1. this Agreement has been entered in to by someone competent, with the
requisite authority and legal capacity to enter in to this legally binding
Agreement for the Affiliate and for BSL;
5.1.2. that they each have all necessary rights, licences and permits to
execute their respective obligations under this Agreement;
5.2. Commission Scheme
5.2.1. The Affiliate warrants that it has read in full both the terms of this
Agreement and the full details of the Commission Scheme that will determine
its Referral Commission under this Agreement.
5.3. Potential Breach
5.3.1. The Affiliate warrants that it shall neither act nor fail to act in
any way that leads or is liable to lead to any breach of BSL’s statutory, regulatory,
contractual or any other legally binding obligations anywhere in the world.
5.4.1. The Affiliate warrants that it shall not send spam email, SMS text
messages or other unsolicited marketing messages or communications relating
to BSL brands, whether in substance, subject or apparent provenance, nor will
they procure or tolerate the same by any third party.
5.5.1. The Affiliate warrants that it shall not register or purchase any
domain name bearing a resemblance to any BSL brand names or registered domain
names, an activity sometimes referred to as ‘Domain Squatting’. This
restriction also applies to any misspelt variants. The Affiliate shall not
procure or tolerate the same by any third party.
5.6.1. The Affiliate warrants that it shall not purchase any search engine
Key Word, search term, or other identifier – a process sometimes referred to
as ‘Keyword Bidding’ or ‘PPC Bidding’ - with any resemblance to any NetPlay
TV brand names, registered domain names, or other identifying word or phrase.
This restriction also applies to any misspelt variants. The Affiliate shall
not procure or tolerate the same by any third party.
5.7.1. The Affiliate warrants that any Affiliate owned, controlled or
associated online content or marketing communications shall not contain
Unacceptable Content, or links to Unacceptable Content. Unacceptable Content
includes, but is not limited to, content that:
184.108.40.206. is aimed at those under the age of
220.127.116.11. is pornographic or promotes
18.104.22.168. is discriminatory or promotes
discrimination on the basis of disability, ethnicity, faith, gender,
nationality or sexual orientation;
22.214.171.124. promotes violence;
126.96.36.199. promotes illegal activities;
188.8.131.52. violates or promotes the violation
of intellectual property rights;
184.108.40.206. is defamatory;
220.127.116.11. breaches or promotes a breach of
the privacy of any individual;
18.104.22.168. gives rise or is liable to give
rise to any direct or consequential breach of BSL’s statutory, regulatory,
contractual or other obligations.
5.8. Data protection
5.8.1. The Affiliate warrants that any personal information used in
connection with this agreement has been collected and processed in conformity
with all applicable data protection and privacy legislation, including the General
Data Protection Regulation (starting on 25 May 2018), the Privacy and
Electronic Communications (EC Directive) Regulations 2003, the Data
Protection (Bailiwick of Guernsey) Law 2001, and any similar applicable
statutory, regulatory or other legally binding provision;
5.8.2. the Affiliate further warrants that for the duration of this
agreement, and any legally binding period subsequent to the termination of
this agreement, any personal information used in connection with this
agreement shall be collected and processed in conformity with the instructions BSL will serve to the Affiliate.
6. APPROVAL OF
6.1.1. In the event that the Affiliate uses its own Marketing Materials, BSL
retains entirely within its discretion the right of approval over their use
and requests that this prior approval is granted before use of said
6.1.2. The Affiliate warrants that all emails must be submitted for BSL for
copy pre-approval, pre-approval to be entirely within BSL’s discretion.
7.1. NetPlay shall not
be liable, in contract, tort (including negligence) or for breach of
statutory duty or in any other way for:
7.1.1. any loss arising from or in connection with loss of revenues, profits,
contracts, data or business or failure to realise anticipated savings; or
7.1.2. any loss of goodwill or reputation; or
7.1.3. any indirect, special or consequential losses;
7.2. The exclusion of
liability for the losses in Clause 7.1 shall apply whether said losses arise
out of or in connection with any matter under this Agreement.
anything to the contrary in this Agreement, the aggregate liability of BSL
for any liability arising under or in connection with this Agreement,
howsoever arising, shall be limited to the total Referral Commission paid or
payable under this Agreement.
7.4. Any liability
arising under this Agreement shall be satisfied solely from the Referral
Commission and shall be limited to direct damages.
7.5. None of BSL’s
obligations under this Agreement shall constitute personal obligations of BSL’s
directors, employees or shareholders.
8.1. The Affiliate
agrees to indemnify BSL, any of the Associated Companies, its directors,
employees and representatives against any and all claims, arising out of any
breach by the Affiliate of its obligations under this Agreement and of any of
the warranties given by it under this Agreement, or arising from any act or
omission of the Affiliate, its agents or contractors in connection with this
Agreement, save for any act or omission specifically requested by BSL.
9.1. Each of the
parties shall treat as confidential information belonging to the other party
which was disclosed or obtained as a result of the discussions and
negotiations leading to this agreement or of its implementation.
9.2. The obligations
of non-disclosure and confidentiality shall not extend to a party in respect
of anything which:
9.2.1. is in the public domain other than as a result of a breach of those
9.2.2. was in that party’s records prior to the date of this agreement;
9.2.3. is required to be disclosed under a legal or regulatory duty.
10.1. This Agreement may be terminated by
either party with immediate effect upon written notice.
10.2. Notwithstanding any other provision
of this Agreement, BSL gives notice that should it apprehend an act or
omission by the Affiliate that leads or is liable to lead any breach of its
statutory or regulatory obligations, BSL will immediately terminate the
10.3. In the event that this Agreement is
terminated, Referral Commission shall cease to accrue from the moment at
which the agreement is terminated.
10.4. Upon termination, the Affiliate
must remove all tracking links and creatives from all Affiliate owned or
controlled websites or blogs.
11.1. All IP Licensed for Use and
Retained by BSL;
11.1.1.All intellectual property used or generated in connection with
this agreement shall at all times remain the property of BSL or the relevant
Associated Company, and shall be non-exclusively licensed by BSL to the
Affiliate solely for the performance of the Affiliate’s obligations under
this agreement, and solely for the duration of this Agreement.
12.1. The rights and obligations that are
created by this agreement are non-assignable.
12.2. Notwithstanding Clause 12.2.1, BSL
may assign, in whole or in part, or novate this Agreement and any right and
obligation arising therefrom to an Associated Company, provided that a
notification is given to the affiliate.
13. THIRD PARTY
13.1. The Contracts (Rights of Third
Parties) Act 1999 does not apply so as to give to a person who is not a party
to this agreement a right under it.
14.1. BSL shall give notice and send
notifications to the Affiliate using the email address given by the Affiliate
when signing up.
14.2. The Affiliate shall give notice and
send notifications to BSL by email using the following address:
15.1. This Agreement is concluded in the
English Language. Should BSL circulate any translation of this Agreement, the
English language version will determine the rights and obligations of the
Parties to this agreement.
16. FORCE MAJEURE
16.1. If a party is prevented from or
delayed in performing its obligations as a result of force majeure, the party
is excused from performing its obligations to the extent prevented or delayed
16.1.1.it promptly gives the other party notice specifying the matters
constituting the force majeure;
16.1.2.it states its best estimate of the period for which its
inability will continue or the period for which performance of its
obligations will be delayed; and
16.1.3.it uses all reasonable endeavours to remove or minimise the
effect of the force majeure.
16.2. For the purpose of this clause, a
force majeure is a cause which affects the ability of the party in question
to perform a material obligation under this agreement and which arises from circumstances
beyond its reasonable control.
17. ENTIRE AGREEMENT,
SEVERABILITY & WAIVER
17.1. This agreement sets out the entire
agreement between the parties in relation to its subject matter.
17.2. To the extent possible, each
provision of this Agreement is to be interpreted so as to be operative in
accordance with the applicable law, however should any provision of this
Agreement be held illegal, unenforceable or otherwise invalid, said provision
shall be ineffective only to the extent of the illegality, unenforceability
or invalidity, without affecting the rest of the Agreement.
17.3. BSL may at its sole discretion
modify any of the terms of this Agreement. The occurrence of this
modification shall be notified to the Affiliate by email, and the modified
agreement shall be posted on the NetPlay TV Affiliates website. The modified
Agreement shall be effective upon notification, and by continuing to
discharge its obligations under the agreement, the Affiliate shall be deemed
to have accepted the modified Agreement in its entirety.
17.4. Subject to any other provision in
this Agreement, a purported alteration of this agreement is not effective
unless it is consented to in writing by both of the parties.
17.5. The failure by BSL, whether or not
deliberate, to exercise a right or to insist on the precise performance of
this agreement, or its delay in doing so, shall not affect its future
exercise or enforcement of rights.
17.6. The giving by BSL of its consent to
an act which under this agreement requires that consent shall not prejudice
its right to withhold consent to a similar act
& APPLICABLE LAW
18.1. Maltese Law and Arbitration
18.1.1. The validity, construction and performance of the Affiliate Agreement
and any claim, dispute or matter arising under or in connection to the
Affiliate Agreement or its enforceability shall be governed and construed in
accordance with the laws of Malta.
18.1.2. Each Party irrevocably submits to the Malta Arbitration Centre, Malta,
over any claim, dispute or matter under or in connection with the Affiliate
Agreement and/or its enforceability.