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Terms & Conditions

Terms & Conditions

1.0 Totesport Affiliate Programme

The following terms and conditions and our privacy policy (Terms) set out the terms governing your participation in the Totesport Affiliate Programme (Affiliate Programme).

Please read these Terms carefully before joining the Affiliate Programme.

These terms were last amended on 26/07/2018.

1.1 The Totesport Affiliate Programme is referred to in these Terms as “we” “us” or “our” as applicable, and you (being the person applying to become a member or a person who is already a member of our Affiliate Programme) being referred to in these Terms as “you” or “your” as applicable.

1.2 To become an Affiliate you will need to complete the relevant registration form, which can be located https://secure.activewins.com/login.asp ,submit the requested information and confirm your agreement to these Terms by clicking ‘I agree to and accept the terms of the Affiliate Programme’ or similar. Please note that if you do not agree to these Terms, please do not submit the Registration Form or join the Affiliate Programme.

1.3 If you have already registered or applied to register and no longer wish to be an Affiliate or you wish to cancel your application to become an Affiliate, please contact [email protected] and request to be removed from our Affiliate Programme.  

1.4 The Registration Form will form an integral part of these Terms and the agreement between you and us. We will, at our sole discretion, determine whether or not to accept your application and our decision is final and not subject to any right of appeal. We will notify you by email as to whether or not your application has been successful. If your application is successful, you will become an Affiliate and we will email to you the necessary instructions as to how to include the Links and other Required Material on the Partner Site in accordance with these Terms.

1.5 You agree to include a Responsible Gaming link and 18+ signage as well as any other regulatory mandated material that we make available for you.

1.6 You agree to notify us of any changes to the details you supply in the Registration Form, including payment details so that we always have true, complete and accurate information for you.

1.7 The main purpose of our Affiliate Programme is to promote the Websites.  This is done predominantly by placing Links on the Partner Site.

1.8 These Terms replace all previous terms and conditions for our Affiliate Programme. In the event there is a conflict between these Terms and any other additional terms (whether they are set out on the Websites or any third-party website or platform) these Terms shall take precedence.

1.9 We may change all or any part of these Terms at any time. Notice of any changes will be given by email to the address you have provided to us upon registration (or such replacement as you provide to us in accordance with clause 1.6 above). Except where it is required by any Applicable Law, the change will take place at least 7 days after such notice is sent to you. If you do not agree to the changes, your only remedy will be to terminate your membership of our Affiliate Programme by giving us notice in accordance with these Terms within 7 Business Days of receiving such notice.

1.10 Where we give you notice of the change in accordance with the above clause and you do not serve notice on us to terminate your membership and you continue to participate in our Affiliate Programme after such changes have been made, you will be deemed to have accepted and be bound by the amended terms.


  1. Definitions and Interpretation

2.1 In these Terms (except where the context otherwise requires), the following definitions shall apply:

“Affiliate”: a member of our Affiliate Programme.

“Agreed Purposes”: for the marketing and promotion of the Websites.

“Affiliate ID”: a unique identifier which you are provided as an Affiliate and which is how we identify traffic associated with the Links you post on the Partner Site.

“Applicable Laws”: all applicable laws, regulations and codes of conduct from time to time.

“Business Day”: any day which is not a Saturday, Sunday or a bank or public holiday in England.

“Civil Partner”: a civil partner (as defined in the Civil Partnership Act 2004)

“Controller”, “data controller”, “processor”, “data processor”, “data subject”, “personal data”, “processing” and “appropriate technical and organisational measures”: as set out in the Data Protection Legislation in force at the time.

“CPA Payments”: the legacy commission payment structure for each Customer that places a qualifying bet on the Websites, provided that we receive full payment in respect of such bet and such bet is not placed using any ‘free bets’ or ‘free chips’ or other promotion which we provide to such Customers.

“Customer”: a User who:

  1. enters the Websites via the Links containing your Affiliate ID;
  2. provides their registration information to us (including a valid email address);
  3. we open a new account for (following our validation and approval);
  4. places a qualifying bet with us via the account which is associated with your Affiliate ID;
  5. is not one of our existing customers at that time and has not previously opened an account with us;
  6. is not a Grand National Customer; and
  7. is not one of your Direct Relatives.

“Data Protection Legislation”: (i) the Data Protection Act 1998, until the effective date of its repeal (ii) the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, for so long as the GDPR is effective in the UK, and (iii) any successor legislation to the Data Protection Act 1998 and the GDPR, in particular the Data Protection Bill 2017-2019, once it becomes law.

“Direct Relative”: shall include spouse, Civil Partner, child or grandchild (including step or adopted or illegitimate child and their issue)

“Fraud Traffic” means any traffic directed to the Websites which, in our sole opinion:

  1. originates from outside the Territory; or
  2. is as a result of practices which are not in accordance with Applicable Laws; or
  3. is in breach of these Terms; or
  4. is fraudulent.

 

“Gambling Commission”: the Gambling Commission of Great Britain in relation to customers from Great Britain and means the Gibraltar Gambling Commissioner in relation to customers from all other jurisdictions.

 “LCCP”: the Licensing Conditions and Codes of Practice attaching to our operating license from time to time by the Gambling Commission of Great Britain.

“Licensing Objectives”: the three licensing objectives set out in the UK Gambling Act 2005, being:

  1. preventing gambling from being a source of crime and/or disorder, being associated with crime or disorder and/or being used to support crime;
  2. ensuring gambling is conducted in a fair and open way; and
  3. protecting children and other vulnerable persons from being harmed and/or exploited by gambling.

“Links”: internet hyperlinks provided by and/or approved by us and designed to direct User traffic from the Partner Site to the Websites.

“Membership Period”: the period for which you are an Affiliate.

“Minimum Payment”: http://www.activewins.com/faqs/.

“Net Revenue”: means all gross monies received by us via the Websites from the Customers less all of the following:

  1. monies paid out to Customers as winnings;
  2. monies paid in the form of betting duties or taxes (or reasonable provisions in respect thereof) or other statutory deductions or payments to licensing authorities
  3. charges levied by electronic payment or credit card organisations;
  4. bad debts;
  5. monies attributed to fraud or Fraud Traffic;
  6. monies attributed to breaches of our Terms of Use and which have not otherwise been deducted;
  7. returned stakes;
  8. provisions for transactions which are reversed by instruction from the card-holder’s bank (commonly referred to as charge-backs);
  9. any monies received from Customers who bet with us via a platform owned or operated by a third party;
  10. the cost of ‘free bets’ or ‘free chips’ provided to Customers as a promotional or marketing activity; and
  11. monies paid out to mobile platform operators.

“Net Revenue Share”: the percentage share of Net Revenue detailed on the commission page of your Affiliate account from time to time.

“Partner Site”: means the website(s) you own and control and that we have agreed can be used to promote the Websites in our Affiliate Programme. 

“Permitted Recipients”: us, our employees and any third parties engaged by us to perform obligations in connection with the Affiliate Programme.

“Personal Data”: the personal data to be provided by you to us in accordance with clause 9 of these Terms. Personal Data shall be confined to the following categories of information relevant to the following categories of data subject:

  1. User’s names
  2. User’s geographical and email addresses
  3. User’s home and mobile telephone numbers
  4. User’s consent to the Agreed Purpose
  5. other type of personal data

 “Required Material”: the information that must be displayed, during the Membership Period, on the Partner Site.

“Revenue Share” means your share of Net Revenue or CPA Payments (where appropriate) payable by us to you in accordance with these Terms.

“Revenue Statements” means a statement showing:

  1. a) the number of Customers introduced by you; and
  2. b) the Revenue Share,

in each case for the preceding calendar month during the Membership Period.

“Terms of Use” means the terms applicable to any Customer using our Websites and/or our services from time to time.

“Territory” Any territory that the Advertiser accept orders and/or operate.

 “Users” means visitors of the Partner Site.

“Websites” means the websites currently situated at www.totesport.com, www.totepool.com, www.totesportcasino.com, www.totesportbingo.com, www.totesportgames.com, www.totesport.mobi, www.totepoolliveinfo.com, www.tentofollow.com, www.totesportbingo.com, www.totesportgames.com, and any other future extension of the Totesport platform (including all mobile apps)


2.2 Clause headings are included for convenience only and shall not affect the interpretation of these Terms;

2.3 the singular includes the plural and vice versa; and any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists)


  1. The Links and Required Material

3.1 During your Membership Period you must prominently incorporate and continually display the most up to date Links on the Partner Site in a manner agreed with us and you shall not alter the form or operation of the Links without our prior written consent. Where you fail to do this, we may treat this as a material breach of these Terms.

3.2 Within 2 weeks of you being notified that you have been accepted by us as an Affiliate, the Partner Site must display the appropriate Links and Required Material.

 

3.3 We will notify you of any new / amended Links and Required Material from time to time via the email address you have provided to us and you agree to update the Links and Required Material on the Partner Site as soon as reasonably practicable. If you fail to update the Links or Required Material within a time period that we consider reasonable we may treat this as a material breach of these Terms

3.4 You agree to give us all your reasonable assistance in respect of the display, access to, transmission and maintenance of the Links and Required Material.

3.5 In the event that you wish to place the Links on websites other than the Partner Site, you must obtain our prior written consent.

3.6 If we discover that your use of any Links or Required Material is not in compliance with these Terms, we shall be entitled to take such measures as to render inoperative the Links used by you and we may treat this as a material breach of these Terms.

  1. Adherence to Licensing Objectives

4.1 You acknowledge and agree that we are licensed by the Gambling Commission of Great Britain and accordingly are bound by the LCCP. The LCCP aims to fulfil the three licensing objectives set out in the Licensing Objectives.

4.2 By joining our Affiliate Programme, you agree to have due regard for and act at all times in a manner consistent with the Licensing Objectives as though you were a licensee of the Gambling Commission of Great Britain yourself and you agree to demonstrate your consideration of and adherence to the Licensing Objectives in all of your activities as an Affiliate. Any non-adherence to these Licensing Objectives will be treated as a material breach of these Terms.

 

  1. Our Obligations

5.1 We operate a policy whereby it is the last partner site from which a visitor accesses the Websites immediately prior to registration that is recorded as providing that customer to us (Last Click Policy). 

 

5.2 Subject to:

 

  1. your compliance with these Terms and our instructions regarding tracking Users accessing the Websites via the Links; and

 

  1. the Partner Site being recorded as providing a customer to us under the Last Click Policy,

 

we will use our best endeavours to ensure that such User is identified as originating from the Partner Site (by attaching your Affiliate ID)   However, we shall not be liable to you in any way if we are unable to identify a customer as originating from the Partner Site for whatever reason.

5.3 We shall be entitled to exercise any of our rights or fulfil any of our obligations hereunder (including without limitation our payment obligations) through any member of the group of companies to which we belong from time to time.

  1. Payment

6.1 Where you are registering as an Affiliate after the date these Terms become effective, you will be paid on a Net Revenue Share basis.   Where you are already an Affiliate at this time, you will remain on the same Revenue Share basis as you were on prior to the date of these Terms.

6.2 If you receive payments on a Net Revenue Share basis then we shall pay you your share of Net Revenue for the preceding calendar month during the Membership Period.

 

6.3 If you receive payments on a CPA Payment basis then we shall pay you the CPA Payment due for the preceding calendar month during the Membership Period.

 

6.4 We shall use our reasonable endeavours to:

 

  1. arrange for Revenue Statements to be accessible through the ActiveWins Affiliate Website at “https://secure.activewins.com” and

 

  1. update Revenue Statements on a daily basis.

 

6.5 In the event that a Revenue Share in any calendar month is a negative amount, we shall be entitled (at our sole discretion) to either: i) carry forward and set off such negative amount against any future Revenue Share which would otherwise be payable to you; or ii) to zero the negative balance that would otherwise be carried forward.

 

6.6 If your Revenue Share does not exceed the Minimum Payment, we shall be entitled to withhold and carry forward such sum until the end of the first calendar month in which the Revenue Share (including such carried forward sum) exceeds the Minimum Payment, at which time payment shall be made in accordance with these Terms for the full amount due to you. For the avoidance of doubt, you will only receive a payment when there is a positive balance and it is greater than the Minimum Payment in any given calendar month.

6.7 If an error is made in the calculation of the Revenue Share, we reserve the right to correct such error at any time and (as appropriate) to either:

 

  1. increase the payment to you (where we have underpaid you); or

 

  1. reclaim from you any overpayment.

  2. Intellectual Property

7.1 We hereby grant to you a non-exclusive, revocable and limited licence to display our brand features and related content (“Totesport Content”) in the Territory during the Membership Period solely for the display of the Links and Required Material by you on the Partner Site in accordance with these Terms and such guidelines as we may provide to you from time to time. All rights not expressly granted by us are hereby reserved.

 

7.2 All intellectual property rights and any goodwill arising in the Links and in all betting products, associated systems and software relating to the services provided by us to our customers from time to time shall remain our property. You are not permitted to use the Totesport Content in any way that is detrimental to us or our reputation or goodwill. You are not permitted to alter or modify in any way the Totesport Content.

7.3 If, in our reasonable opinion, we determine that use by you of the Totesport Content is in any way detrimental to us or our reputation and goodwill (or any of our related businesses) or that you have altered or modified in any way the Totesport Content, we shall be entitled to treat this as a material breach incapable of remedy and terminate your membership of the Affiliate Programme in accordance with clause.

7.4 You agree and undertake to ensure that the Partner Site does not resemble in any way the look and/or feel of the Websites, nor will you create the impression that the Partner Site is one of the Websites (or any part thereof).

8. Warranties and Undertakings

8.1 You represent, warrant and undertake to us that:

 

  1. you have, and will retain throughout the Term, all right, title and authority to enter into these Terms, and to perform all of your obligations under these Terms;

 

  1. you have obtained and will maintain in force all necessary registrations, authorisations, consents and licences to enable you to fulfil your obligations under these Terms;

 

  1. you have obtained and will maintain in force all necessary registrations, authorisations, consents and licences to use the data and information appearing on the Partner Site;

 

  1. you comply with, and shall continue to comply with, all Applicable Laws; and,

 

  1. you shall market and refer Users to us and will be solely liable for the content and the manner of any marketing activities undertaken by you on the Partner Site, which must be professional, proper, lawful and carried out in accordance with
    1. the Data Protection Legislation;
    2. the Privacy and Electronic Communications (EC Directive) Regulations 2003;
  • the LCCP (as amended and replaced from time to time)
  1. the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (CAP Code) as enforced by the Advertising Standards Authority (ASA); and
  2. any privacy and marketing guidelines issued by us from time to time.

 

8.2 You represent, warrant and undertake that the Partner Site shall:

 

  1. contain no material which, in our sole opinion, is defamatory, pornographic, unlawful, harmful, threatening, obscene, harassing, or racially, ethnically, or otherwise objectionable or discriminatory, violent, politically sensitive or otherwise controversial;

 

  1. not be in breach of any third-party rights;

 

  1. not develop or implement any strategy of marketing which targets (directly or indirectly) persons under the age of 18 years of age; and

 

  1. not link to any material referred to in a) above.

 

8.3 You must not :

 

  1. abuse the Affiliate Programme in any way, for example by setting-off losses from personal bets against your Revenue Share; or

 

  1. encourage any Customer to breach our Terms of Use; or

 

  1. use the Affiliate Programme in a manner which is disingenuous, in bad faith and/or not in the spirit of the Affiliate Programme; or

 

  1. purchase or register keywords, 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 our trademarks or trade names from time to time or which otherwise include the word “Totesport” or any variation thereof; or

 

  1. include metatag keywords on the Partner Site which are identical or similar to any of our trademarks or trade names from time to time or which otherwise include the phrase “Totesport”; or

 

  1. use domains or sub-domains containing our trademarks, including misspells and variations; or

 

  1. directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money or other benefit) for using the Links on the Partner Site to access the Websites (e.g. by implementing any “rewards” programme for persons or entities who use the Links); or

 

  1. read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; or

 

  1. in any way modify, redirect, suppress, substitute or deconstruct the operation of any button, link, or other interactive feature of the Websites; or

 

  1. engage in transactions of any kind on the Websites on behalf of any third party, or authorise, assist, or encourage (other than via the Links) any other person or entity to do so; or

 

  1. take any action that could reasonably cause a User to be confused as to our relationship with you, or any site on which any functions or transactions are occurring; or

 

  1. post or serve any advertisements or promotional content promoting the Websites; other than the Links; or

 

  1. display the Websites (whether through any “framing” technique or technology or pop-up windows or pop-under windows), or assist, authorise or encourage any third party to take any such action; or

 

  1. attempt to artificially increase your Revenue Share; or

 

  1. cause the Websites (or any of it) to open in a User’s browser: other than as a result of the User clicking on a Link; or

 

  1. attempt to intercept or redirect (including, without limitation, via user-installed software) traffic from or on any other Affiliate’s website; or

 

  1. attempt to market or promote the Websites outside the Territory; or

 

  1. attempt to disguise the geographical location of any User or Customer; or

 

  1. promote any offers or promotions that are not featured or made available as part of the Affiliate Programme; or

 

  1. attempt to communicate to our customers, whether directly or indirectly, with a view to encouraging them to move to websites not owned by us.

8.4 If we, in our reasonable opinion, suspect that you (directly or indirectly) are in breach of the above, we reserve our rights to immediately suspend or terminate your membership of our Affiliate Programme (without limiting any other rights or remedies available to us) without any liability to you and we may withhold any monies otherwise payable to you under these Terms. In the event of termination, any and all sums owed by you to us (if applicable) will become immediately due and payable.

8.5 We have the right, but not obligation, to monitor the Partner Site to ensure you are complying with these Terms and you shall provide us with all data, information and assistance to enable us to perform such monitoring at no charge.

8.6 Should your participation in the Affiliate Programme (or any activity undertaken by you (or any third party on your behalf) be deemed to be in contravention of any requirements of any legal or regulatory body, you warrant that, and you shall procure that any third party shall warrant that, the participation and/or the activity will cease immediately upon notification that such participation and/or activity is in contravention of any such legal and/or regulatory requirements and that you shall, and shall procure that any third party shall, act in compliance with any and all investigative and/or rectification requirements of that legal or regulatory body.

8.7 You shall inform your Users, via a suitable privacy policy (incorporating the Required Material) or other appropriate means agreed by us, that tracking technology will be installed on the Users’ hardware when a User clicks on the Links. You shall provide Users with the opportunity to reject the installation of such tracking technology. 

 

  1. Data Protection

 

9.1  Personal Data. This clause sets out the framework for how personal data is disclosed by you (as a data controller) to us (as a data controller). Each of us acknowledges that you may be required to disclose to us Personal Data collected by you for the Agreed Purposes.

9.2  Effect of non-compliance with Data Protection Legislation. You shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by you shall, if not remedied within 7 days of written notice from us, give grounds for us to terminate this agreement with immediate effect.

9.3  Particular obligations relating to your disclosure of data to us. You shall:

  1. ensure that you have all necessary notices and consents in place to enable lawful transfer of the Personal Data to the Permitted Recipients for the Agreed Purposes;
  2. give full information to any data subject whose personal data may be processed under this agreement of the nature such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;

 

  1. process the Personal Data only for the Agreed Purposes;

 

  1. not disclose or allow access to the Personal Data to anyone other than the Permitted Recipients;

 

  1. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;

 

  1. ensure that you have in place appropriate technical and organisational measures, reviewed and approved by us, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;

 

  1. not transfer any personal data outside the EEA unless the transferor:

 

  1. complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and

 

  1. ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.

9.4  Assistance. You shall assist us in complying with all applicable requirements of the Data Protection Legislation. In particular, you shall:

  1. consult with us about any notices given to data subjects in relation to the Personal Data;

 

  1. promptly inform us about the receipt of any data subject access request;

 

  1. provide us with reasonable assistance in complying with any data subject access request;

 

  1. not disclose or release any Personal Data in response to a data subject access request without first consulting us wherever possible;

 

  1. assist us, at your cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

 

  1. notify us without undue delay on becoming aware of any breach of the Data Protection Legislation;

 

  1. maintain complete and accurate records and information to demonstrate your compliance with this clause 9 and allow for audits by us or our designated auditor; and

 

  1. provide us with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the procedures to be followed in the event of a data security breach, and the regular review of your compliance with the Data Protection Legislation.

9.5 Indemnity. You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us and arising out of or in connection with the breach of the Data Protection Legislation by you, your employees or agents, provided that we give you prompt notice of such claim, full information about the circumstances giving rise to it and reasonable assistance in dealing with the claim.

  1. Disclaimer

10.1 We make no representation that the operation of the Websites will be uninterrupted or error-free and we will not be liable for the consequences of any interruptions or errors.

11. Indemnity

11.1 You shall indemnify on demand and hold harmless us and each of our associates, officers, directors, employees, agents, shareholders and partners (“Indemnified Party”) from and against any and all losses, demands, claims, damages, costs, expenses (including without limitation consequential losses and loss of profit, reasonable legal costs and expenses) and liabilities suffered or incurred, directly or indirectly, by the Indemnified Party in consequence of any breach, non-performance or non-observance by you of any of the obligations or undertaking or warranties or representations you have given under these Terms.

12. Exclusion of Liability

12.1 Nothing in these Terms shall limit our liability for death or personal injury resulting from our negligence or for fraud.

12.2 We shall not be liable, in contract, tort (including without limitation negligence) or for breach of statutory duty or in any other way for:

  1. loss (whether direct or indirect) of revenues, profits, contracts, business, business opportunities, anticipated savings or wasted expenditure; or

 

  1. any loss of goodwill or reputation; or

 

  1. any indirect or consequential losses in any case, whether or not such losses were within the contemplation of the parties at the date of these Terms, or any other matter under these Terms; or

 

  1. any loss or corruption (whether direct or indirect) of data or information.

12.3 Our liability to you shall not, in any event, exceed the sum of the total monies paid by us to you over the 12-month period preceding the date on which such liability accrued.

13. Termination

13.1 We may bring the Membership Period to an end with immediate effect by written notice to you if:

  1. you commit a breach of your material obligations under these Terms and in the case of a remediable breach, fail to remedy it within 7 days of the date of receipt of notice of such breach from us;

 

  1. you repeatedly breach any of these Terms in such a manner as to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to the Terms;

 

  1. you suspend, or threaten to suspend, payment of your debts or you are unable to pay your debts as they fall due or admit your inability to pay your debts or:

 

  1. (being a company or limited liability partnership) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2); or

 

  1. (being an individual) you are deemed either unable to pay our debts or are deemed as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or

 

  • (being a partnership) has any partner to whom any of the foregoing apply;

 

  1. any event occurs, or proceeding is taken, in any jurisdiction to which you are subject and which has an effect equivalent or similar to the events mentioned in sub-clause (c); or

 

  1. you (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing your own affairs or becomes a patient under any mental health legislation.

13.2 Either of us may terminate your membership of the Affiliate Programme on delivery of four weeks prior written notice to the other party.

13.3 We may also terminate your membership of the Affiliate Programme where you have not met the Minimum Customer Requirement (see clause 14 below).

 

[14. Minimum Customer Requirement

14.1 During the Membership Period, if:

  1. you do not deliver at least one (1) new Customer within a period of three calendar months; and/or

 

  1. the Customers you have introduced to us are exhibiting an unusual level of high net losses to us; and/or

 

  1. you are no longer actively promoting us,

then we may contact you to discuss your membership of the Affiliate Programme. If we do not receive a positive response when we discuss your membership with you and see evidence of appropriate changes being made within 7 days, we may, at our sole discretion, i) reduce the percentage Revenue Share payable to you to 10%, with immediate effect; or treat this as a material breach of these Terms capable of immediate termination in accordance with the above clause.]

 

  1. Consequences of Suspension and Termination

15.1 Upon termination of your membership of the Affiliate Programme and subject to any deductions or adjustment made in accordance with these Terms, we shall pay you the balance in your account (if any) and your next Revenue Share amount as normal. 

15.2 Where we are not able to pay you in accordance with clause 15.1 due to your failure to comply with clause 1.6, or your refusal of payment, then you acknowledge that we will not be able to make payment to you and we will therefore hold the money on your behalf for a period of six (6) years from your ceasing to be an Affiliate and will pay any such monies owing to you if you contact us with updated payment and address details together with any further documentation that we reasonably require to confirm your identity. We reserve the right in these circumstances to deduct a monthly administrative fee being the higher of i) 5% of the remaining balance; and £5.

15.3 Upon termination of your membership of the Affiliate Programme:

  1. you must cease all promotion of the Websites and remove all Links on the Partner Site; and

 

  1. any confidential information provided to you by us, and which is marked as confidential, must be returned to us upon request.

15.4 After the Membership Period ends and without prejudice to any obligations or rights which may have accrued to either of us at that time, neither of us shall have any further obligations or rights under these Terms other than in respect of clauses the survival of which is necessary for the interpretation or enforcement of these Terms.

  1. General

16.1 These Terms together with the Registration Form constitute the entire Agreement and understanding between you and us and supersedes any previous agreement between us relating to the subject matter of these Terms. Each of us acknowledges and agrees that in entering into these Terms, and the documents referred to in it, we do not rely on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person (whether party to these Terms or not) other than as expressly set out in these Terms. Nothing in this clause shall operate to limit or exclude any liability for fraud.

16.2 If either you or we fail to pay any amount due under these Terms by the due date then the receiving party shall be entitled, but not obliged, to charge simple interest on the overdue amount, from the due date up to the date of actual payment, at the rate of 2% per annum above the base rate for the time being of Barclays Bank Plc.  Please note that no interest will be payable by us on any balance in your account where you have not complied with clause 1.6 or payment is refused by your chosen payment method.

16.3 In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under these Terms or by law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time.

16.4 You shall not assign at law or in equity (including without limitation by way of a charge or declaration of trust), sub-license or deal with these Terms or any rights under these Terms, or sub-contract any or all of your obligations under them or purport to do any of the same. Any purported assignment, sub-licensing and/or sub-contracting in breach of this clause shall confer no rights on the purported assignee and shall entitle us, at our sole discretion, to terminate these Terms immediately on written notice to you and with no liability to you.

16.5 If any provision of these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these Terms which shall remain in full force and effect.

16.6 Any notice given or made under these Terms to us shall be by email to the relevant Affiliate Manager’s email address which will be provided to you once you become an Affiliate. We shall send you any notices given or made under these Terms to the email address supplied on your Registration Form (or such other email address as notified by you to us from time to time). Any notice shall be deemed to have been received within two hours of delivery provided that if deemed receipt occurs before 09:00 GMT on a Business Day the notice shall be deemed to have been received at 09:00 GMT on that day, and if deemed receipt occurs after 17:00 GMT on a Business Day, or on any day which is not a Business Day, the notice shall be deemed to have been received at 09:00 GMT on the next Business Day.

16.7 You agree that you will not at any time use, divulge or communicate to any person, except to your professional representatives or advisers or as may be required by law or any legal or regulatory authority, any confidential information concerning our business or of any member of our group of companies which may have or may in future come to your knowledge and you shall use all reasonable endeavours to prevent the publication or disclosure of any confidential information concerning such matters.

16.8 Nothing in these Terms is intended to or shall operate to create a partnership between us.

16.9 You shall not make any announcement relating to these Terms, nor the subject matter contained in them, without our prior written approval except as required by Applicable Law.

16.10 Except insofar as these Terms expressly provides that a third party may in his own right enforce a term of these Terms, a person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of these Terms but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

16.11 The validity, construction and performance of these Terms (and any claim, dispute or matter arising under or in connection with them or their enforceability) shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the English courts over any claim, dispute or matter arising under or in connection with these Terms or its enforceability.

16.12 In case of any discrepancy between the meanings of any translated versions of this Agreement, the meaning of the English Language version shall prevail.

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