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GROSVENOR AFFILIATE PROGRAM

AGREEMENT

 

Welcome to the Grosvenor Casinos affiliate program.

 

Please read this agreement carefully in its entirety because it contains important information about your rights and obligations in relation to the program. Your attention is particularly drawn to clause 4 (your obligations) and clause 5 (how we pay you).

 

If you have any questions or would like to discuss anything with us, then please contact your affiliate manager.

 

 

1.                   Interpretation

1.1                In these Conditions, the following definitions apply:

Affiliate: the person, firm or company supplying the Affiliate Services.

Affiliate ID: an account dedicated to the Affiliate on the Software system.

Affiliate Services: the advertising and promotional services performed by the Affiliate under this Contract.

Business Day: a day other than a Saturday, Sunday or a public holiday in England.

Commencement Date: has the meaning set out in clause 2.2.

Conditions: these terms and conditions as amended from time in accordance with clause 2.5.

Contract: the contract between the Company and the Affiliate incorporating these Conditions.

Commission: the payments due to the Affiliate from the Company under this Contract (which may comprise a percentage share of Net Revenue, a Fixed Payment or a CPA Payment, or any combination of the same) as detailed on the Affiliate’s account page accessible through the Software or agreed between the parties in writing.

            Company: Rank Digital Gaming (Alderney) Limited, a company registered in Alderney with company number 1480 and whose registered office is at Millennium House, Ollivier Street, St Anne, Alderney, GY9 3TD.

Company Materials: has the meaning given in clause 3.2 and shall include any other material given to Affiliate by the Company from time to time.

CPA Payment: a fixed and one-off payment to the Affiliate from the Company in respect of each new Player.

Fixed Payment: a fixed and one-off payment to the Affiliate from the Company regardless of the number of Players.

Intellectual Property Rights: all patents, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Grosvenor Website: the web pages (including www.grosvenorcasinos.com) operated by the Company relating to the Grosvenor Casinos online business carried on by the Company.

Net Loss: a negative Net Revenue figure.

Net Revenue: the amount wagered by a Player through the Grosvenor Website less a) Player winnings; b) charges levied by electronic payment or credit card organisations; (c) bad debts; (d) monies attributed to fraud; (e) returned stakes and void bets; (f) transactions which are reversed by instruction from the card-holder's bank; (g) the cost of credits, promotional plays or reward points provided to Players; (h) monies paid out in the form of mandatory betting duties (including remote gaming duty) or taxes or other mandatory statutory deductions or mandatory payments to licensing authorities; (i) amounts paid to platform operators; and (j) amounts charged for third party content featured on the Grosvenor Website.

Players: any person who registers an account with the Company for Grosvenor Casinos and subsequently wagers money having been referred to the Company by the Affiliate pursuant to the Affiliate Services.

Software: the affiliate management software from time to time utilised by the Company.

1.2                The clause headings and sub-headings are for guidance and clarity only and shall not be binding on the parties in the event of any conflict with the provisions of the clauses.

2.                   How the contract is formed

2.1                By submitting an application form to become an affiliate of the Company, the Affiliate makes an offer to the Company to be bound by this Contract.

2.2                The offer is deemed to be accepted on the earlier of:

(a)            the Company expressly informing the Affiliate in writing or on the telephone that it has been accepted; or

(b)            any act by the Company consistent with appointing the Affiliate as an affiliate (for example, by assigning an Affiliate ID to the Affiliate),

at which point and on which date the Contract shall come into existence (the “Commencement Date”).

2.3                The Company reserve the right to refuse any application at its discretion and without giving reasons.

2.4                These Conditions apply to the Contract to the exclusion of any other terms that the Affiliate seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.5                These Conditions may be amended by the Company at any time subject to providing the Affiliate with not less than five Business Days’ notice. The amended terms shall be deemed to form a new Contract between the Affiliate and the Company on the expiry of the notice period.

3.                   The company’s obligations

Provision of Affiliate ID

3.1                As soon as reasonably possible after the Commencement Date, the Company will provide the Affiliate with an Affiliate ID which will enable the Affiliate to access the Software in order to manage its provision of the Affiliate Services.

Provision of materials

3.2                The Company will use reasonable endeavours to provide the following materials to the Affiliate through the Software:

(a)            graphic content for use in banner ads or other website content;

(b)            details of promotions or offers that the Company is running and which may be promoted by the Affiliate; and

(c)            tracking code to be inserted by the Affiliate onto the Affiliate’s website.

(the “Company Materials”).

3.3                The Company will use reasonable endeavours to provide statistical information relating to the Affiliate Services including the number of referrals and the Commission earned by the Affiliate.

 

Other obligations and terms

3.4                The Affiliate acknowledges that the Software is provided by a third party under licence and accordingly the Company provides no guarantees to the Affiliate in relation to the availability, functionality or performance of the Software.

3.5                Whilst the Company endeavours to ensure that the Grosvenor Website is fully operational at all times, it provides no warranties or representations as to the uptime, availability or functionality of the Grosvenor Website and the Affiliate acknowledges that the Company may take the Grosvenor Website down at any time and for any reason, including for routine or emergency maintenance.

3.6                The parties acknowledge and agree that the Company will be solely responsible for the provision of services to the Player on the Grosvenor Website and that any contract in relation to the same shall be between the Player and the Company.

4.                   The affiliate’s obligations

4.1                For the duration of the Contract, the Affiliate warrants, represents and undertakes that it will:

(a)            market and promote the Grosvenor Website with the aim of introducing new players to the Company;

(b)            comply with any guidelines or instructions given to it by the Company from time to time;

(c)            comply with all applicable laws and regulations;

(d)            use the Company Materials solely for the purpose of performing the Affiliate Services;

(e)            keep its Affiliate ID and password secure and take all reasonable steps to avoid unauthorised access by any third party;

(f)             be solely responsible for checking the correct functioning of any tracking code and links provided to it as part of the Company Materials; and

(g)            be solely responsible for all aspects of the provision of the Affiliate Services including, for example, the costs of setting up and maintaining its website or other promotional material.

4.2                The Affiliate warrants, undertakes and represents that it will not:

(a)            undertake any activity or publish any material (whether on its website or otherwise) which is defamatory, discriminatory, obscene, unlawful or which is sexually explicit, pornographic or otherwise distasteful;

(b)            actively target persons under the age of 18 or persons located in any jurisdiction where gambling or the promotion of gambling is unlawful (including any prohibited jurisdictions detailed on the Company’s website);

(c)            send spam emails, text messages or other communications whether electronic or otherwise;

(d)            use metatags, code or any other materials which infringe the Intellectual Property Rights of any third party;

(e)            without the prior consent of the Company, use any material other than the Company Materials for the purposes of performing the Affiliate Services;

(f)             register as a customer of the Company itself or permit any employees, workers, contractors or agents of it to register as a customer of the Company

(g)            hold itself out (by way of its website or otherwise) as the Company and will not make any representations about any services provided by the Company unless authorised by the Company;

(h)            do anything which may give rise to a risk of confusion between the Affiliate and the Company;

(i)              engage in any practice which may be considered deceptive or a nuisance such as altering browser home pages without informed consent, supplying or downloading software which does not function as advertised, installing software covertly or using multiple or forced pop-up screens;

(j)             other than as contained in the Company Materials and for the purpose of performing the Affiliate Services, use the names, logos, trade marks, slogans or any other intellectual property owned or used by the Company.

4.3                In relation to marketing emails, the Affiliate will ensure that it complies with applicable legislation and shall only send marketing emails to persons who have consented to receive them or with whom the Affiliate has an existing business relationship. All marketing communications will contain clear information about the identity of the Affiliate and shall provide details of how the recipient can unsubscribe.

4.4                It is the responsibility of the Affiliate to properly implement the Company Materials. The Company will not be liable to pay any Commission to the Affiliate in relation to any revenue earned that is not tracked through the Software due to the acts or omissions of the Affiliate.

5.                   Payment of commission

5.1                The Company will pay the Commission to the Affiliate.

5.2                Any of the Conditions set out in this clause 5 may be varied by agreement between the parties and any payment terms set out on the Affiliate’s page accessible as part of the Software (in the “Reward Plans” section) shall take precedence in the event of any conflict.

 

Calculation and payment

5.3                The Commission will be calculated on a monthly basis and subject to the remaining provisions of this clause 5 will be paid within 30 days of the end of the calendar month in which the Commission accrued.

The £50 Threshold

5.4                No sums shall be paid in any month unless the Commission due is at least £50 (the “Threshold”) If the Commission is less than the Threshold it shall be carried forward to the following month and shall be payable in accordance with clause 5.2 when cumulative Commission is equal to or greater than the Threshold.

Negative Carryover

5.5                In the event that there is a Net Loss in any month, that Net Loss will not be carried over to the following month

Suspension for inactivity

5.6                The Company reserves the right to suspend the Affiliate’s access to the Software and to suspend Commission payments in the event that the Affiliate fails to refer any new Players to the Customer in any six month period. Reinstatement will be at the discretion of the Company.

Method of payment

5.7                The method of payment shall be agreed between the parties. The Company reserves the right to charge to the Affiliate any payment processing fees imposed by certain payment providers.

Other payment provisions

5.8                The Company may withhold payment of any Commission if it has reasonable grounds for believing that the Affiliate has breached any term of this Contract or has acted dishonestly. Dishonest behaviour might include encouraging persons to register with the Company solely for the purpose of obtaining CPA Payments in circumstances where those persons have no intention to deposit any money with the Company.

5.9                The Company may also withhold payment of any Commission if it has reasonable grounds for believing that the payment of such Commission may cause the Company or the Affiliate to be in breach of any applicable laws, rules or regulations in any jurisdiction.

5.10            The Affiliate agrees to promptly repay to the Company on demand any monies already paid to it arising from any of the circumstances set out in clauses 5.8 and 5.9 together with all reasonable legal costs and other expenses incurred by the Company in investigating the matter and recovering any losses that it has suffered.

5.11            Except in the case of manifest error or fraud, the Company’s calculation of Commission shall be final.

5.12            All amounts payable by the Company under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by the Affiliate to the Company, the Company shall pay to the Affiliate such additional amounts in respect of VAT as are chargeable.

5.13            If the Company fails to pay any amount properly due and payable by it under the Contract, the Affiliate shall have the right to charge interest on the overdue amount at the rate of 3 per cent per annum above the base rate for the time being of Barclays Bank Plc. accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment. This clause shall not apply to payments that the Company disputes in good faith.

5.14            The Company may, without limiting its other rights or remedies, set off any amount owed to it by the Affiliate against any amount payable by the Company to the Affiliate under the Contract.

6.                   Intellectual property and domain names

IP remains owned by original party

6.1                Each party shall retain all Intellectual Property Rights in its own name, logos, slogans, trade marks and any other material that it currently uses or may use in future.

Grant of limited licence

6.2                The Company grants to the Affiliate a non-exclusive, revocable, royalty-free licence to use the Company Materials for the duration of this Contract solely for the purposes of performing the Affiliate Services. Except as provided in this Contract or by law, the Affiliate shall not be permitted to copy, modify or reverse engineer the Company Materials.

No warranties

6.3                The Company Materials are provided without any warranties or representations as to their accuracy or non-infringement. The Affiliate undertakes to inform the Company immediately in the event that it receives notification of any kind of infringement and will immediately remove the infringing Company Materials from its website.

Company materials owned by Company

6.4                All Company Materials are, and shall remain, the exclusive property of the Company and shall remain as such notwithstanding the use of the same by the Affiliate.

No keyword bidding

6.5                The Affiliate agrees that it will not bid on any keywords or search terms used by internet search engines if the keyword or search term is identical to or might possibly be confused with any trade marks, slogan or other intellectual property utilised by the Company.

No domain name registration

6.6                The Affiliate will not attempt to register any domain names with any resemblance to “Grosvenor Casinos” or any other domain name owned or used by the Company save that the Affiliate will be permitted, for the purposes of this Contract only, to include the words “Grosvenor Casinos” as a resource identifier in a URL (for example: http://www.affiliatename.com/grosvenorcasinos). The Company will provide details of its registered trade marks on request.

7.                   Indemnity

7.1                The Affiliate shall keep the Company indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by the Company as a result of or in connection with:

(a)            any claim made against the Company by a third party arising out of, or in connection with, the supply of the Affiliate Services, to the extent that such claim arises out of the breach or negligent performance of the Contract by the Affiliate, its employees, agents or subcontractors; and

(b)            any claim brought against the Company for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with the Affiliate Services (save where the claim has arisen due to the acts or omissions of the Company).

7.2                This clause 7 shall survive termination of the Contract.

8.                   Liability

8.1                Save for any liability arising under clause 7.1, neither party shall be liable to the other for any:

(a)            loss of revenue or profits;

(b)            loss of business;

(c)            loss of data;

(d)            loss of goodwill;

(e)            wasted management or office time;

(f)             special, indirect or consequential loss.

whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

8.2                The Company shall not be liable to the Affiliate for any losses of the Affiliate whatsoever arising from the non-availability, lack of functionality or loss of use of the Software or the Grosvenor Website.

8.3                The Affiliate acknowledges that the Contract is made between the Affiliate and the Company and that the licensor of the Software shall have no liability in relation to any dispute arising from it.

8.4                Nothing in this Contract limits or excludes any liability for death or personal injury arising from negligence or for liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter.

9.                   Termination

Contract can be terminated at any time

9.1                Either party may terminate this Contract at any time (and without needing to give reasons) by serving notice on the other party in writing.

 

12 week review

9.2                The Affiliate agrees that the Company will review the performance of the Affiliate approximately 12 weeks after the Commencement Date.

10.                Consequences of termination

What to do when the Contract ends

10.1            On termination of the Contract for any reason the Affiliate shall immediately cease providing the Affiliate Services and shall:

(a)            remove all Company Materials and any references to Grosvenor Casinos  from its website together with any other references to the Company;

(b)            destroy any electronically stored information that the Affiliate has been given by the Company (including any Company Materials that the Affiliate has downloaded);

(c)            return to the Company any hard copies of materials supplied to it by the Company and destroy any hard copies of materials produced by the Affiliate for the purposes of performing the Affiliate Services; and

(d)            on request, certify to the Company that it has complied with the provisions of this clause.

No trailing Commission

10.2            On and from the date of termination of the Contract, the Company shall have no further obligation to pay any Commission to the Affiliate other than in relation to Commission accrued up to the date of termination.

Removal of access to the Software

10.3            The Company will withdraw the Affiliate’s Affiliate ID on or as soon as practicable after termination of the Contract.

11.                General

Force majeure

11.1            Neither party shall be liable to the other as a result of any delay or failure to perform its obligations under the Contract if and to the extent such delay or failure is caused by an event or circumstance which is beyond the reasonable control of that party which by its nature could not have been foreseen by such a party or if it could have been foreseen was unavoidable.

Assignment and subcontracting

11.2            The Affiliate shall not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Company.

11.3            The Company may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

Notices

11.4            Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by email to any email address recently used by the relevant party.

11.5            Any notice or communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by email, on the day of transmission.

11.6            Clauses 11.4 and 11.5 shall not apply to the service of any proceedings or other documents in any legal action.

Waiver and cumulative remedies

11.7            A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

11.8            Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

Severance

11.9            If a court or any other competent authority finds that any provision (or part of any provision) of the Contract is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

11.10         If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

No partnership

11.11         Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

Third parties

11.12         A person who is not a party to the Contract shall not have any rights under or in connection with it.

Variation

11.13         Any variation, including any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by Company.

Governing law and jurisdiction

11.14         The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.