AFFILIATE PARTNER AGREEMENT WITH FINAL AFFILIATES
IT IS IMPORTANT THAT YOU READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THESE SERVICES.
YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS FORMS A BINDING CONTRACTUAL AGREEMENT BETWEEN YOU AND FINAL ENTERPRISES N.V.
WHEN USING THIS WEBSITE AND/ OR REGISTERING AS AN AFFILIATE WITH THE FINALAFFILIATES PROGRAM, YOU AGREE TO BE LEGALLY BOUND BY, AND COMPLY WITH, OUR TERMS AND CONDITIONS.
Admin Fee is
a fixed value which consists of License fees, Game Provider Fees and Platform
Fee (Income Access)
These Terms and Conditions, and, where applicable, any other contractual
document concluded between the Parties in relation to the Affiliate Programme.
To the extent that the said contractual document is governed by these Terms and
Conditions, any reference to ‘the Agreement’ as included therein shall also
mean a reference to these Terms and Conditions. Further, any reference to ‘this
Agreement’ in these Terms and Conditions shall also include and refer to such
For the avoidance of doubt, these
Terms and Conditions shall supersede any other terms and conditions applicable
to such contractual documents concluded between the Parties.
A person (whether an individual or a company) who has registered and been
accepted by FINAL AFFFILIATES as an Affiliate of the FINAL AFFFILIATES Affiliate
An individual and/or entity which You have a business relationship with and who
operates for You with the intention of driving traffic to FINAL AFFFILIATES, or
that You direct in any appropriate manner to FINAL AFFFILIATES and who does not
have an account directly with FINAL AFFFILIATES but is connected to Your
account. For the avoidance of doubt, this shall not include Sub-Affiliates.
The Affiliate Program operated by FINAL
All laws, statutes, regulations, edicts, bye-laws, mandatory codes of conduct
and mandatory guidelines, whether local, national, international or otherwise
existing from time to time, which are legally binding on either Party and which
are applicable to that Party’s rights or obligations under this Agreement.
In the calculation of Commission where Net Revenue is negative due to Customer winnings and/ or Admin Fees
and/ or Cash Items and/ or Progressive Contributions the said balance will be
set to zero. A negative balance due to Fraud Costs will however be carried over
The ‘FINAL AFFFILIATES’ and/or ‘BETFINAL.COM’
brands, including without limitation all of the trademark
registrations/applications of the Group, any taglines or marketing slogans used
by the Group, as well as any other brands (whether registered or unregistered)
owned and /or used by the Group, as may be indicated by FINAL AFFFILIATES from
time to time.
The reversal of a payment made previously by a Referred Player or the credit
card-issuing bank or any other third-party payments solution provider.
Chargebacks are regarded as Fraud for the purposes of calculating net revenues.
A ‘Cost-Per Acquisition’ deal, whereby FINAL AFFFILIATES pays You a
predetermined amount for each Referred Player.
An individual referred or directed by You in any appropriate manner to a
Product offered by FINAL AFFFILIATES who can be linked to Your (or Your
organization’s) Affiliate account and/or identity who registers a Customer
account with FINAL AFFFILIATES. By opening an account with FINAL AFFFILIATES,
that Player will become Our customer and must comply with all Our applicable
rules, policies, and operating procedures.
The amounts due to You by Us in exchange for the provision of the services in
accordance with the conditions of this Agreement, calculated under the
profit-share model, cost-per-acquisition-model, or hybrid model.
Any form of fraud committed by a Referred Player, which in the sole opinion of FINAL
AFFFILIATES, is deliberately practiced by a Referred Player and/or an Affiliate
in order to secure a real or potential, unfair or unlawful gain, including but
not limited to:
- Fraud Costs;
- Bonus abuse by a Referred Player or
group of Referred Players;
- Your (or a third party’s)
encouragement to a Referred Player to abuse Our bonus offers;
- Collusion on the part of the
Referred Player with any other Referred Player;
- Your (or a third party’s) offering
or providing unauthorised incentives (financial or otherwise) to Players to
encourage them to sign up;
- Dropping or stuffing cookies.
The costs incurred (financial or
otherwise) by FINAL AFFFILIATES as a direct or indirect result of Fraud
committed by You, Your employees, Sub-Affiliates,
business partners Customers, and/or third parties linked to Your affiliate Account to whom You, as an Affiliate,
have introduced Our Products.
The total revenue generated by all FINAL AFFFILIATES Products as a result of
all bets and/or deposits by Referred Players introduced to FINAL AFFFILIATES by
Any and all of the companies forming part of the FINAL AFFFILIATES Group and
associated with the brand Betfinal.com.
Any and all intellectual property rights, of all types or nature whatsoever,
including, without limitation, patent, copyright, design rights, trade marks,
word marks, data base rights, applications for any of the above, moral rights,
know-how, trade secrets, domain names, URL, trade names or any other
intellectual or industrial property rights (and any licenses in connection with
any of the same), whether or not registered or capable of registration, and
whether subsisting in any specific country or countries or any other part of
All markets in which the Group operates.
Gross Win minus bonuses, Fraud Costs, Progressive Contributions and any other
Either FINAL AFFFILIATES or the Affiliate (jointly referred to as the ‘Parties’).
A percentage of revenue
generated on any progressive game that is paid over by Us into the network’s
An online gaming or sportsbook product (including but not limited to casino, live
casino and sports betting) for which
professional services are rendered by FINAL AFFFILIATES or the Group.
A revenue-share deal where You receive payment through a profit-share model
that is tracked on Income
A Player who has accessed any of the FINAL AFFFILIATES Products and registered
for a cash account directly through one of Your affiliate links. For the
avoidance of doubt, players which are already customers of FINAL AFFFILIATES shall
not be considered ‘Referred Players’.
An individual and/or entity that You have a business relationship with and who
operates for You with the intention of driving traffic to FINAL AFFFILIATES, or
that You direct in any appropriate manner to FINAL AFFFILIATES and which has
its own Affiliate account with FINAL AFFFILIATES.
Unwanted or unsolicited email or SMS or any other form of communication sent
indiscriminately to one or more mailing lists, individuals, or newsgroups. This
shall include not having appropriate opt-ins and/or opt-outs prior to the
sending of such communication and the lack of maintaining records of the same.
These terms and conditions, titled the ‘FINAL AFFFILIATES Partner Terms and
The websites www.finalaffiliates.com,
www.betfinal.com or any other website as may be directed by Us.
US/ WE/ OUR
The Group and all related Brands.
You in Your capacity as a FINAL
AFFFILIATES Partner, and any Sub-Affiliates which You may engage pursuant to
1. Who We Are and This Agreement
- This Agreement is put into
effect for all Acquired Customers (Please see Terms and conditions below).
The parties to this Agreement are Final Enterprises N.V. (FINAL
the individual or entity participating in its Affiliate Program
('Affiliate'). The subject matter of this Agreement shall be the
implementation of a link provided by FINAL AFFILATES on the Affiliate's web site
with the aim of establishing an advertising cooperation ('Affiliate
Program') for the mutual benefit of the parties hereto. This Agreement
contains the terms and conditions that apply to Affiliate's Participation
in the Affiliate Program. The Terms and conditions further set out below
are an inseparable part of This Agreement
"FINAL AFFFILIATES ", "we", "us" or
"our" as applicable) and you in relation to your application to
set up an affiliate account (and membership of the affiliate programme if
your application is deemed successful) to promote the "FINAL
AFFFILIATES Sites" (or certain
of our sites, depending on the products you are signed up to promote) by
the creation of internet hyperlinks and other promotional links such as
banners (the "Links") from your website(s) (your
"Site") or from your promotional emails (which we have
pre-approved) to the FINAL AFFFILIATES sites.
- The "FINAL AFFFILIATES Sites" currently consist of
(www.betfinal.com) (www.finalaffiliates.com), any application version of these sites and such other
sites as we may add from time to time.
AFFFILIATES shall be entitled to exercise any of its rights or fulfil any of
its obligations hereunder.This
Agreement supersedes all previous terms and conditions for our affiliate programme.
We reserve the right to change any part of this
Agreement at any time. Of any changes as such as material changes will be sent
to the last email address that was provided by you to us. It is also your
responsibility to check these terms and conditions regularly and we reserve the
right to ament this Agreement at any time. Your continued participation in our affiliate programme
after we have posted the changes will constitute binding acceptance of such
changes. The last
changes of the Agreement will be as per the date are stated on the top of this
Agreement. So please check the page regularly for updates.
By filling in the application form you then confirm
that you are over 18 years old and are requesting membership to our affiliate
programme and then agree to our terms and conditions stating in this Agreement.
The application form will form an integral part of this Agreement.
will in our sole discretion determine whether or not your application has been
successful. Our decision is final and is not open to appeal.
will notify you by email if your application has been successful with
instructions as to what you must do to include the Links and
marketing materials on
3. Promoting the sites
the term of this Agreement, you shall:
incorporate and continually display the most up-to-date Links provided to you
by FINAL AFFFILIATES on your Site and you shall not alter the form, location or
operation of the Links without our
prior written consent;
FINAL AFFFILIATES at no cost with all data and information to enable us to
monitor your Site to ensure you are complying with this Agreement;
your Site in an appropriate manner and contact us if you are materially
changing design or layout or adding material that you should know, acting
reasonably, may influence our opinion as to whether or not you are a suitable affiliate;
the FINAL AFFFILIATES Sites in a socially responsible manner, which particular
regards to the need to protect children,
young persons and other vulnerable persons from being harmed or exploited;
place any Links on pages of your Site aimed at persons under the age of 18
years or otherwise target, whether directly or indirectly, such persons for
all online marketing activity to the following approved methods: Online
Advertising including Industry Relevant Expertise, Niche Websites, Personal
Websites, Comparison Websites, Video Blogs and Web blogs, PPC search campaigns,
Loyalty & Reward Sites, RSS Feeds and Social Media marketing. You must
request permission prior to implementing any method outside of the foregoing.
This Agreement sets out the sole and exclusive means by which you may
advertise, promote and market our Sites;
o Make it clear in any communication by you to
potential customers that the communication is made without the knowledge or
involvement of FINAL AFFFILIATES and that any complaint that the recipient may
wish to make should be addressed to you and not FINAL AFFFILIATES;
our request, immediately remove any marketing activity promoting FINAL
AFFFILIATES or the FINAL AFFFILIATES Sites on your Site or on other advertising
channels within your control; and
with all reasonable instructions of FINAL AFFFILIATES in relation to this
the term of this Agreement, you shall not:
the Links on websites other than your Site as specified in your application
form without our prior written consent;
any special benefits or other incentives (including for example any payment) to
any person for using the Links on your Site to access the FINAL AFFFILIATES Sites;
intercept, copy, record, redirect, interpret, or otherwise interfere with, or
fill in the contents of, any electronic form or other materials submitted to us
by any third party;
any of the Links other than in accordance with this Agreement;
in transactions of any kind on the FINAL AFFFILIATES Sites on behalf of any
assist, or encourage any other person to engage in transactions of any kind on
the FINAL AFFFILIATES Sites other than in accordance with this Agreement;
any action that could cause any third party (end users or otherwise) confusion
as to our relationship with you, or as to the site on which any functions or
transactions are occurring;
than providing the Links on your Site in accordance with this Agreement, post
or serve any advertisements or promotional content promoting the FINAL
artificially increase (or attempt to so do)
monies payable to you by FINAL AFFFILIATES;
to intercept, redirect or otherwise interfere with (including, without
limitation, via user-installed software) traffic from or on any website that
participates in our affiliate programme;
non-member affiliates (termed "sub-affiliates") to distribute offers
and claim commission on such activities. You are prohibited from starting a
sub-affiliate network using FINAL AFFFILIATES offers and media assets without
our express written consent in advance;
bid for, register or otherwise acquire keywords, adwords, search terms or other
identifiers for use in any search engine, portal, sponsored advertising service
or other search or referral service which are identical or similar to any of FINAL
AFFFILIATES intellectual property rights,
including without limitation copyrights, trade marks (whether registered or
unregistered), brand names, domain names, graphics and designs using by FINAL
AFFFILIATES in connection with the FINAL AFFFILIATES Sites. However, this does
not extend to the use of metatag keywords on your site which are identical or
similar to any of FINAL AFFFILIATES trade marks or trade names including the
term "FINAL AFFFILIATES"
or indirectly refer visitors from your Site or Customers (as such term is
defined in Clause 5.1) who you suspect (or ought to suspect) are likely to
abuse promotions or services available on the Sites.
send any marketing communications relating to FINAL
AFFFILIATES via SMS or email without the prior written consent of FINAL
AFFFILIATES. place the Links on websites providing unauthorised access to
copyrighted content (such as illegal streaming sites or file sharing sites); or
we determine, in our sole discretion, that you have breached any of the
provisions of Clauses 3.1 or 3.2, we may (without limiting any other rights or
remedies available to us) withhold any monies otherwise payable to you under
this Agreement and/or terminate this Agreement.
you nor your direct relatives nor any connected party on your behalf (whether a
director, contractor, partner, agent, employee or otherwise) are eligible to
become a Customer (as such term is defined in Clause 5.1) and you shall not be
entitled to any share of Net Revenue or any other remuneration from FINAL
AFFFILIATES in relation to such persons. Direct relatives in this context shall
include your spouse, partner, parent, child or sibling.
one affiliate account is permitted per affiliate. FINAL AFFFILIATES reserves
the right to close down any duplicate accounts and to cancel any amounts
otherwise due under such accounts.
AFFFILIATES shall have the right to examine your books, records, systems and
other materials and information relating to this Agreement and the services
provided hereunder for the purposes of ascertaining your compliance or
otherwise with the terms hereof. For that purpose you hereby grant to FINAL
AFFFILIATES and its professional advisers a right of access to your premises,
systems and information on the giving of reasonable notice during normal
business hours. FINAL AFFFILIATES and its professional advisers shall have the
right to take copies of any records it reasonably requires and you shall
provide all necessary cooperation free of charge.
- You will not market or promote
any Site within or to persons from any Restricted Territories; or be
involved in any traffic coming from any Restricted Territories; or allow,
assist or encourage circumvention of any restriction put in place by FINAL
AFFFILIATES and/or any Site in connection with Restricted Territories.
Under no circumstances will FINAL AFFFILIATES accept or pay affiliate
commissions for customers from the following regions : Belgium, Bulgaria,
Denmark, France, France Metropolitan, French Guiana, French Polynesia,
French S. and An. Lands, Gibraltar, Guernsey, Hungary, Ireland, Israel,
Jersey, Isle of Man, Martinique, Mayoette, Reunion, Scotland, Spain,
Turkey, Portugal, Russia, Netherlands and Antilles, Czech Republic,
Ukraine, United Kingdom, Australia, New Zealand and United States of
America (Including Minor Outlying Islands). Any changes to this list will
be communicated. If we determine, in our sole discretion, that you have
breached this Clause 3.7, we may (without limiting any other rights or
remedies available to us) withhold any monies otherwise payable to you
under this Agreement and/or terminate this Agreement.
4. Our Obligations
AFFFILIATES will provide you with the Links in various formats (e.g. banners, animated gif and text formats). At
our sole discretion, the Links may include a bespoke affiliate ID (an
"Affid") which may be modified by us from time to time in which case a redirect will be put
into place via the Link.
to your complying with all of the terms of this Agreement, FINAL AFFFILIATES shall
use all reasonable endeavours to ensure that whenever a Customer links to the FINAL
AFFFILIATES Sites through the Links and subsequently places a bet with FINAL
AFFFILIATES, the relevant customer is identified as originating from your Site.
However, FINAL AFFFILIATES shall not be liable to you in any way if FINAL
AFFFILIATES is unable to identify a Customer as originating from your Site. You
should note in particular that if you do not comply with the requirement to
obtain consent to tracking, or where an end user refuses to grant such consent,
or where you fail to comply with any other applicable laws including in
relation to data privacy and security, we shall not be liable to you in any way
in respect of the actions of that end user or Customer.
- Where you
provide FINAL AFFFILIATES with personal data, FINAL AFFFILIATES will
comply with its obligations under The General
Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) adopted 27
5. Payments, Money Laundering, & Your Identity
this Clause 5 the following words shall have the following meanings:
all gross monies received by FINAL AFFFILIATES from Customers through the applicable FINAL
AFFFILIATES Sites during the term of the Agreement less all of the following:
paid out to Customers as winnings;
paid in the form of duties, taxes, levies, statutory deductions, imposts, other
similar charges or payments to any relevant authority including licensing
levied by electronic payment or credit card organisations;
attributable to fraud;
for transactions which are reversed by instruction from the card-holder's bank
(commonly referred to as charge-backs);
cost of bonuses, ‘free bets' or ‘free chips' provided to Customers as a promotional
or marketing activity; (i) refunds given to Customers; and
Third Party Royalty or jackpot contributions which FINAL AFFFILIATES must pay
in respect of any Customers or any of our suppliers;
mean any royalty or revenue share which FINAL AFFFILIATES must pay to a third
party in order to lawfully exploit any technology or other product used from
time to time on the FINAL AFFFILIATES Site; and
"Customers"shall mean visitors from your Site
who enter the FINAL AFFFILIATES Site via the Links and who register (to include
the provision of a valid email address and such other information as FINAL
AFFFILIATES may require) and open an account with FINAL AFFFILIATES and where
such visitor complies with the terms and conditions of the FINAL AFFFILIATES
Site and places a bet with FINAL AFFFILIATES or any of its partners on the
particular product or service the subject of our agreement with you (for
example, if our agreement with you relates to sports betting, only bets placed
on sports betting will be counted, and not stakes wagered on games etc.). For
the avoidance of doubt it shall exclude any end user that is at that time an
existing or previous customer of FINAL AFFFILIATES or any other company within
the FINAL AFFFILIATES Group.
AFFFILIATES shall pay you (in accordance with the provisions of Clause 5.6) the
currently published percentage (as detailed on the commission page of your
FINAL AFFFILIATES Affiliate account) of Net Revenues received during the term
of the Agreement in connection with any applicable FINAL AFFFILIATES . For the
avoidance of doubt, you shall not be entitled to any revenue share in respect
of revenues generated by Customers following the termination of this Agreement.
target-based payments may be introduced by FINAL AFFFILIATES from time to time
in relation to some or all of the FINAL AFFFILIATES Sites either in addition to
or in place of the above Net Revenue based payment. Any such payments will be
detailed on the commission page of your Affiliate account. FINAL AFFFILIATES
reserves the right to make changes to your commission page, including to the
levels of commission due to you, and any such changes shall take effect
immediately on their being changed in your commission page.
AFFFILIATES has the right to reduce the revenue share of affiliates, or to
terminate this Agreement and remove such affiliates, who do not deliver at
least (3) new Customer in a given calendar month. We will notify you by email
where such a reduction or termination will occur. Accounts that are inactive
for a longer period (e.g. where you have failed to deliver at least one new
Customer in the last six
months) may also incur an administrative fee but no such administrative fee
will be deducted from your account prior to our having made reasonable efforts
to contact you via the contact details last provided by you to FINAL
AFFFILIATES. The administrative fee will be applied against the payments
(including future payments) that would otherwise be payable to you. If you have
any queries regarding inactive accounts, please contact us for further
AFFFILIATES shall provide you with statements accessible via www.finalaffiliates.com detailing the number of Customers
and the revenues generated from those Customers, if any, which have accrued to
you over the course of the previous calendar month. At the end of a calendar
month, FINAL AFFFILIATES shall record your total share of Net Revenues, if any,
during the previous calendar month. In the event that a revenue share in any
calendar month is a negative amount, FINAL AFFFILIATES shall be entitled but
not obliged to carry forward and set off such negative amount against future
revenue shares which would otherwise be payable to you. However, FINAL
AFFFILIATES shall also be entitled but not obliged to zero the negative balance
that would otherwise be carried forward. If a revenue share does not exceed €100, or currency equivalent, FINAL
AFFFILIATES shall be entitled to withhold and carry forward such sum until the
end of the first calendar month in which the revenue share (including any sum
carried forward) exceeds €100,
or currency equivalent, at which time payment shall be made in accordance with
Clause 5.10. For the avoidance of doubt, you will only receive a payout when
there is a positive balance and it is greater than €100, or currency equivalent, in any given month.
agree that FINAL AFFFILIATES will raise sales invoices for the transactions
covered by this Agreement on your behalf until this Agreement terminates in
accordance with Clause 12. You will not raise sales invoices in respect of the
transactions covered by this Agreement.
will notify FINAL AFFFILIATES immediately if you:
o change your VAT status including if
you become VAT registered or if your VAT registration number changes;
o cease to be VAT registered; or
o sell your business, or part of your
agree to notify FINAL AFFFILIATES within 14 days of issue of the invoice if
there are any errors on the invoice.
agree that the VAT (if applicable) shown on the invoice for the transactions
covered by this Agreement which we raise on your behalf is your output tax due
to the relevant tax authority.
10. Unless otherwise agreed in writing,
at the end of a calendar month, the relevant revenue share payable by FINAL
AFFFILIATES to you shall be
automatically raised and paid out (in accordance with Clause 5.5) within 20 days of the end of the relevant
calendar month. Such revenue share shall be paid in Euro, inclusive of VAT if
applicable, at FINAL AFFFILIATES 's discretion.
11. You shall indemnify on demand and
hold harmless us from and against any and all losses, demands, claims, damages,
costs, expenses (including, but not limited to, consequential losses and loss
of profit, reasonable legal costs and expenses and VAT thereon if applicable)
and liabilities suffered or incurred, directly or indirectly, by FINAL
AFFFILIATES in consequence of any breach
by you of this Clause 5.11 or as a result of your VAT status being different
from that notified to us.
12. FINAL AFFFILIATES may engage the
services of a third party (currently "Income Access") to provide both the
affiliate platform and system maintenance. We have service levels in place and
expect these to be upheld but ultimately we do not have total control over
these services and therefore cannot be held responsible for any failures
arising from such third party services. You shall cooperate with us, and to the
extent necessary our third party service providers, to give effect to the terms
and spirit of this Agreement.
13. We shall make reasonable efforts to
make any payments due to you in a timely fashion. However, we shall not be
liable for occasional delays or delays outside of our control. For example, any
changes in the contact or banking details provided by you may give rise to a
delay of up to 30 days in making any payments due.
Where you become aware of any overdue payments due to you, please contact us
immediately and we will seek to resolve the matter as soon as possible.
14. We shall use reasonable endeavours
to make payments due to you using the payment details provided to us. However,
in certain circumstances we may be unable to make payments to you for reasons
outside of our control (for example where the bank account details provided are
inaccurate or incomplete). Where this occurs, we shall make reasonable efforts
for a period of up to six (6) months to contact you via the contact details
last provided by you to FINAL AFFFILIATES
to obtain alternative payment details. If we are still not in a position
to make the payments after this period, we may close or suspend your account
without further notice and you shall be deemed to have forfeited any
entitlement to payment.
15. If an error is made in the
calculation of your share of the revenue share, FINAL AFFFILIATES reserves the
right to correct such calculation at any time and to reclaim from you any
overpayment made by FINAL AFFFILIATES to you (including, without limitation, by
way of reducing future payments which might otherwise be due to you from us
from time to time).
16. It is the policy of FINAL
AFFFILIATES to actively prevent, to the extent within its control,
money-laundering and any activities that facilitate money-laundering or funding
of terrorist or criminal activities. FINAL AFFFILIATES reserves the right to
attempt to verify your identity through the information provided by you, by
obtaining information from public sources or by such other means as it
reasonably deems necessary.
17. You warrant and represent that you
shall at all times:
o comply with all laws, rules and
regulations which are applicable to your compliance with our obligations in
o comply with the Data Protection Acts
1988 and 2003, as amended, and the European Union's General Data Protection
Regulation (GDPR) (Regulation (EU) 2016/679) adopted 27 April 2016 and all
other applicable data privacy rules, laws and regulations anywhere in the
world. Under the ePrivacy Directives, information (not just personal data) may
not be stored on or retrieved from a person's terminal equipment unless the
individual: (i) has been given clear and comprehensive information about why
this is being done; and (ii) has given her/his consent. You shall inform users
of your Site that tracking technology will be installed on their hard drive if
he/she clicks on the Links and shall obtain their consent to such tracking
prior to storing or retrieving information from a person's computer,
smartphone, mobile phone, tablet or other applicable device. You hereby
acknowledge that all data relating to Customers shall be and remain the
exclusive property of FINAL AFFFILIATES. It is not anticipated that you will
gain access to personal data relating to Customers. However, in the event you
do gain access to personal data relating to Customers, such access will be in
your capacity as a data processor only and you will be required to enter into a
separate data processing agreement with us.
o comply with all applicable laws,
statutes, regulations, and codes relating to anti-bribery and anti-corruption
o promptly report to the FINAL
AFFFILIATES any request or demand for any undue financial or other advantage of
any kind received by you in connection with the performance of this Agreement;
o upon request and within a reasonable
period, you shall certify to FINAL AFFFILIATES in writing compliance with this
Clause 5.18. You shall provide such supporting evidence of compliance as FINAL
AFFFILIATES may reasonably request.
18. Breach of Clause 5.18 shall be
deemed a material breach of this Agreement.
19. FINAL AFFFILIATES is required to
ensure that third parties shall, and therefore you undertake: (a) to conduct
yourself in so far as you carry out any activities on behalf of FINAL
AFFFILIATES as if you were bound by the same licence conditions and subject to
the same codes of practice as FINAL AFFFILIATES, including but not limited to
assisting FINAL AFFFILIATES in the display of such information and the
provision of such links. (b)
to comply with any technical standards for remote gambling systems as may be
set. (c) to provide such information to
FINAL AFFFILIATES as it may reasonably require in order to enable FINAL
AFFFILIATES to comply with its information reporting and other obligations to
the Commission; and (d) not to encourage players to play longer or wager more
than the player might otherwise do. FINAL AFFFILIATES may immediately terminate
this Agreement if, in FINAL AFFFILIATES’s reasonable opinion, you are in breach
of this Clause 5.19
20. You are solely responsible for your
own marketing and promotional activities and you shall carry out such
activities in a responsible manner, complying with all applicable laws,
regulations and advertising codes. In particular you: (a) shall have
appropriate privacy and security safeguards in place; and (b) shall comply with
your obligations in Clause 5.18(b) and Clause 3.7. You shall immediately comply
with FINAL AFFFILIATES's requests in relation to this Clause 5.21. Where you
fail to do so, FINAL AFFFILIATES reserves the right to immediately terminate
21. For all amounts payable by FINAL
AFFFILIATES under or in connection with this Agreement, we may at our
discretion determine which entity/entities within the Group shall make payments
and in what proportion.
22. Nothing in this Agreement shall
create, or be deemed to create, a partnership or the relationship of principal
and agent or employer and employee between the parties. You shall be
accountable to the Revenue Commissioners, Customs and Excise or such other relevant
authorities for all taxation payable on or in respect of payments we make to
you and shall indemnify FINAL AFFFILIATES from and against any liability that
may be imposed on us in relation to same.
AFFFILIATES makes every effort to ensure that no errors are made in the
calculation of amounts due to affiliates. However, human, systems and/or third
party error may occasionally result in errors. FINAL AFFFILIATES reserves the
right to correct any obvious errors and to void any payments (to include the
right to be reimbursed where payments have been made in error) where such have
the case of any blatant errors in payments made (including for example where
the payment made is materially different to previous or comparable
payments/periods and/or the payment is clearly incorrect, depending on all of
the circumstances), the amount paid will be rebalanced at the appropriate rate.
Should you be credited in error, it is your responsibility, and you undertake,
to notify FINAL AFFFILIATES of the error without delay. You hereby undertake to
provide your full cooperation to FINAL AFFFILIATES to correct any such errors,
including by way of the return of any over-payments. FINAL AFFFILIATES may set
off any payment obligation due to us from you against any future payment
obligation owed by us to you under this Agreement.
7. Fraud, Responsible Gambling, Protection of Minors, and
the Prevention of Crime
AFFFILIATES reserves the right to seek criminal or other sanctions against you
if we suspect you have engaged in fraudulent, dishonest or criminal acts and we
will disclose such information to the relevant authorities or other relevant
third parties as may be necessary in this regard. Fraudulent acts include acts
by you which are made in bad faith and/or acts which are intended to defraud FINAL
AFFFILIATES aims to make betting a fun and entertaining experience, whilst at
the same time taking our responsibilities very seriously. To this end, we
oensure that gambling is conducted in
a verifiably fair and open fashion in order to protect customers;
oensure that, to the greatest extent
possible, children and other vulnerable persons are protected;
oprevent gambling being or becoming a
source of crime or disorder.
undertake not to knowingly or negligently, through any act or omission,
conflict in any way, or cause FINAL AFFFILIATES to be in conflict in any way,
with any of the objectives set out in Clause 7.2.
AFFFILIATES reserves the right to immediately suspend or terminate any account
it believes such account to be involved in fraud, money-laundering and/or any
other form of illegal or suspicious activities, to withhold any amounts due on
the account, and to report such details as it reasonably considers are
necessary to relevant authorities.
8. Licence to use the Marks
hereby grant to you a non-exclusive, non-transferable, revocable licence,
solely during the term of this Agreement, to use such FINAL AFFFILIATES
intellectual property, including without limitation any logo, trade mark, trade
name, design or other similar identifying material owned by or licensed to
FINAL AFFFILIATES As we make available to you via our
online media gallery and via electronic newsletters solely in connection with
the display of the Links on your Site or in connection with email promotions
which we approve in advance.
licence cannot be sub-licensed, assigned or otherwise transferred by you
without our prior written approval. Your right
to use the Marks is limited to and arises only out of this licence to use the
licence will be terminated automatically upon the termination of this Agreement
for any reason.
shall not assert the invalidity, unenforceability, or contest the ownership of
the Marks in any action or proceeding of whatever kind or nature, and shall not
take any action that may prejudice our or our licensor's rights in the Marks,
render the same generic, or otherwise weaken their validity or diminish their
associated goodwill (which shall vest exclusively in FINAL AFFFILIATES).
shall not register or attempt to register, or be complicit in any third party
registering or attempting to register, any trade mark, trade name, logo, or
similar identifying material that contain the Marks or are confusingly similar
to or are comprised of any of the Marks or any other of our intellectual
undertake not to register or attempt to register or be complicit in or
cooperate with any third party registering or attempting to register, any
domain name which is similar to any of our
Sites or intellectual property rights.
including (for the avoidance of doubt) any misspellings, other variations of
the domain names or other likenesses. Where you breach this Clause 8.6 you will
immediately cease use of any such domain and transfer such domain to us or a
third party elected by us.
undertake to provide all reasonable cooperation with us in protecting the Marks
against third party infringement or any other attack.
9. Additional Warranties
party to this Agreement represents and warrants to the other that it has, and will
retain throughout the Term all right, title and authority to enter into this
Agreement, to grant to the other party the rights and licences granted in this
Agreement and to perform all of its obligations under this Agreement.
are solely responsible for the operation and content of your Site and you
represent, warrant and undertake that your Site shall contain no material which
is defamatory, sexually explicit, unlawful, harmful, threatening, obscene,
harassing, or racially, ethnically, or otherwise objectionable or
discriminatory, violent, politically sensitive or otherwise controversial or in
breach of our rights or any third party rights and shall not link to any such
material. We shall not be liable for any claims by third parties relating to your
Site or any of the products or services associated therewith and you will fully
indemnify us in respect of any losses we suffer (directly or indirectly) in
connection with any such claims.
warrant and represent that you are of legal age for gambling as determined by
relevant legislation in your jurisdiction. Affiliates who are under 18 years of
age are not permitted to participate in the affiliate programme.
warrant and represent that you will not, directly or indirectly: (a) do any act
or omission that disparages FINAL AFFFILIATES Sites, or is damaging to the
interests, reputation or goodwill of the aforementioned parties and sites; or
(b) do any activity that in our reasonable opinion would be deemed unsuitable,
inappropriate or fraudulent.
FINAL AFFFILIATES Sites and the Links are provided "as is" without
any express or implied warranty of any kind, and all warranties including
warranties of merchantability, non-infringement of intellectual property
rights, fitness for any particular purpose, and of completeness or accuracy of
content are hereby excluded to the fullest extent permitted by law. Neither FINAL
AFFFILIATES nor any of its licensors gives any warranty that the supply of
material and content on, or links to or from, the FINAL AFFFILIATES Sites
and/or the Links will be uninterrupted, timely, secure or error free or that
they are free of viruses or bugs.
11. Indemnity and Liability
shall indemnify FINAL AFFFILIATES on demand and hold us harmless from and
against any and all losses, demands, claims, damages, costs, expenses
(including, but not limited to, consequential losses and loss of profit,
reasonable legal costs and expenses and VAT thereon if applicable) and
liabilities suffered or incurred, directly or indirectly, by FINAL AFFFILIATES
in consequence of any breach, non-performance or non-observance by you of any
of your obligations or warranties under this Agreement.
in this Agreement limits or excludes either party's liability for death or
personal injury or for breach of any of the indemnities under this Agreement,
for which liability shall not be limited.
shall not be liable to you in contract, tort, or otherwise (including liability
for negligence) for loss whether direct or indirect of business, revenue or
profits, anticipated savings or wasted expenditure, corruption or destruction
of data or for any indirect or consequential loss whatever.
shall not be liable for any loss or damage that you may suffer because of any
act of God; power failure; trade or labour dispute; act, failure or omission of
any government or authority; obstruction or failure of telecommunication
services or networks; or any other act, omission, delay or failure caused by a
third party or otherwise outside of our control.
no event shall we be responsible for any claim or dispute between you and any
user of your Site.
Agreement shall commence (or commenced, in the case of existing affiliates) on
the date that FINAL AFFFILIATES notifies (or notified, in the case of existing
affiliates) you that your application to join the FINAL AFFFILIATES affiliates
programme has been successful and shall continue until terminated in accordance
with this Clause 12.
party may terminate this Agreement forthwith on written notice if a receiver,
examiner or administrator is appointed of the whole or any part of the other
party's assets or the other party is struck off the Register of Companies in
the jurisdiction where it was incorporated or an order is made or a resolution
passed for winding up of the other party (unless such order or resolution is
part of a voluntary scheme for the reconstruction or amalgamation of that party
as a solvent corporation and the resulting corporation, if a different legal
person, undertakes to be bound by this Agreement), if you are subject to
bankruptcy proceedings, or if you are subject to any similar process or
procedure to those described in this Clause 12.2 in any part of the world.
AFFFILIATES may immediately suspend or terminate this Agreement upon notice to
you: (a) where you materially breach any term of this Agreement and fail to
remedy the breach (if remediable) within the time period specified by FINAL
AFFFILIATES to remedy same; (b) in accordance with its rights set out in Clause
3.3, Clause 3.8, Clause 5.18, Clause 5.20 or Clause 7.4; or (c) where you are
in breach of any warranty within this Agreement. FINAL AFFFILIATES reserves the
right to withhold any amounts due to you in such circumstances (whether or not
such amounts are generated by the breach).
AFFFILIATES may suspend or terminate this Agreement at its discretion
immediately upon notice if it considers that you are for any reason unsuitable
to be an affiliate. FINAL AFFFILIATES shall not be required to disclose its
reasoning in connection with any such suspension or termination. Where FINAL
AFFFILIATES discloses its reasons for
such suspension or termination, it may withhold and/or terminate any payments
that otherwise may have been due to you.
party may terminate this Agreement on delivery of seven (7) days' prior written
notice to the other party.
of this Agreement shall not prejudice any rights of any party which may have
arisen on or before the date of termination.
termination of this Agreement for any reason, you shall remove all of the Links
and any other Marks or content owned, developed, licensed or created by FINAL
AFFFILIATES and/or provided to you by FINAL AFFFILIATES in connection with this
Agreement from your Site and all rights and licences granted to you in this
Agreement shall immediately terminate.
shall be entitled to deduct from any payments due and payable to you, any such
debts and liabilities due to FINAL AFFFILIATES, if any.
the avoidance of doubt, you shall not be entitled to any revenue share in
respect of revenues generated by Customers following the termination of this
Agreement (including your application form) contains the entire agreement
between the parties with respect to its subject matter and supersedes all
previous agreements and understandings between the parties with respect to its
shall not assign or sub-contract any of your rights and/or obligations under
this Agreement without FINAL AFFFILIATES prior written consent.
delay, neglect, or forbearance on the part of either party in enforcing against
the other party any term or condition of this Agreement shall either be or be
deemed to be a waiver or in any way prejudice any right of that party under
any provision of this Agreement is held to be void or unenforceable in whole or
part, the impugned provision (or part thereof) shall be deemed to be deleted
from this Agreement and the remaining provisions (including the remainder of
the affected provision) shall continue to be valid and applicable.
notice given or made under this Agreement to FINAL AFFFILIATE shall be by email to Affiliates@finalaffiliates.com FINAL AFFFILIATES shall send you any notices given or made
under this Agreement to the email address supplied on your application form or
such other email address as notified by you to FINAL AFFFILIATES.
the term of this Agreement, you may be entrusted with confidential information
relating to the business, operations, or underlying technology of FINAL
AFFFILIATES and/or the FINAL AFFFILIATES
affiliate programme. You agree to avoid disclosure or unauthorised use of the
confidential information to third persons or outside parties unless you have
FINAL AFFFILIATES prior written consent. You shall use such confidential
information only for purposes necessary to further the purposes of this
Agreement. Your obligations with regard to confidential information shall
survive termination of this Agreement and you shall fully indemnify us for any
losses we or the Group suffers (directly or
indirectly) in connection with your breach of this Clause 13.6.