BETBROKER AFFILIATE - TERMS AND CONDITIONS
This Agreement sets out the terms and conditions agreed between us and you (the person or company who applies to be our affiliate), regarding your application to become our affiliate and if your application is successful, our acceptance of you as our affiliate.
1. Key Terms
2. General Terms and Conditions
As communicated and agreed by Samvo
Promotion method (i.e. Through Links on Your Websites, Through Referrals etc.)
As agreed by Samvo
Fees payable to the Affiliate
(Fees are payable only for bets that are placed by Customer using bet broker dedicated skype and samvo’s dedicated brokerage telephone betting line)
1) Football Asian Handicap:
2) On all other sports including all other markets on football: Fees payable to the Affiliate will be 25% of Samvo fees received by Samvo.
Only bets placed by the Customer using the dedicated Betbroker Skype and/or Samvo’s dedicated brokerage telephone betting line will be included in the Turnover calculation.
Unless otherwise communicated by Samvo, the above fee structure is applicable to all affiliates who are accepted as affiliates by Samvo from 1st November 2014.
Fee structure is subject to change in Samvo’s sole discretion
Samvo Fees (is the amount of fees or commission that is actually received by Samvo)
· Asian Handicaps and Goal lines : 0.25% of Turnover
· Other Football markets : 1% of Turnover
· All other Sports : 2% of Turnover
· Horse racing : 3% of Turnover
* Percentage of Samvo Fees is subject to change in Samvo’s sole discretion. Samvo Fees
Payments are made to your designated samvo betbroker account or bank account (as agreed by Samvo)
This Agreement commences on the date on which you are accepted as our Affiliate and, unless terminated in accordance with its terms, shall continue until twelve (12) months after the end of the calendar month in which the last individual introduced by you became a Customer.
Samvo reserves the right to terminate this Agreement, at any time, by giving 30 days advance written notice to the Affiliate. No payment will be done by us to you after termination of this Agreement.
Total stakes wagered by Customers, but excluding any void, cancelled or returned bets and excluding any bets where the return is equal to the stake.
Turnover calculation would only include those bet broker bets that are placed by the Customer using bet broker dedicated skype and samvo’s dedicated brokerage telephone betting line only.
Any bets that may be placed by the Customer using any other medium or channels ( except bet broker dedicated skype and samvo’s dedicated brokerage telephone betting line) will not be included in Turnover calculation and no Fees would be payable to the Affiliate for all/any such bets.
Where applicable, as agreed by us.
The above terms, together with the general terms and conditions (below) comprise a legally binding agreement between you and Samvo International Limited. In the event of any conflict or inconsistency between any provision contained in the general terms and conditions and any provision contained in these Key Terms, the provisions in the Key Terms shall prevail.
General Terms and Conditions
These general terms and conditions ("Terms and Conditions") are the terms on which you (which includes your heirs, executors, administrators, personal representatives and successors), an affiliate (hereafter referred to as "Affiliate) are entitled to promote certain products and/or services offered by us and by any of our Group Companies following your acceptance by us as our Affiliate.
Samvo International Limited (hereafter referred to as "we", "us", "our" or "the Company") is a company registered in Alderney (company number 1503) with its registered office at Inchalla, Le Val, Alderney, GY9 3UL. The Company is regulated by the Alderney Gambling Control Commission.
Once you have been accepted as our Affiliate, you will be authorised to promote the products and/or services approved by us to individuals and companies so that they become Customers (as defined below). We will notify you of the products and/or services that will be authorised to promote once you become our Affiliate.
Please read these Terms and Conditions carefully before applying to become our Affiliate. You should keep a copy of these Terms and Conditions for future reference.
By applying to become our Affiliate you are accepting these Terms and Conditions and the Key Terms (as defined below) (both as may be updated from time to time) and you have entered into a legally binding contract with us. The Terms and Conditions and the Key Terms are collectively referred to as "this Agreement" and shall supersede any prior terms of business between you and us (or any of our Group Companies) relating to the subject matter herein.
2.0 Definitions and Interpretation
"Affiliate Currency" means the currency in which we pay you, as set out in the Key Terms;
"Business Day" means any day which is not a Saturday, Sunday or a public holiday in England;
"Company Websites" means the website(s) set out in the Key Terms and any other website notified to you by us from time to time;
"Customer" means a person or (where agreed by the Company) business entity which registers with us via the Company Websites or by other suitable means assigned by us : (i) who was not, at the time of such registration or any time prior to that, an existing customer of ours (or that of any of our Group Companies); (ii) who has cleared all the verification and due diligence checks and processes that we have in place; and (iii) who is qualified and authorised to access and use our products and services in accordance with the terms and conditions of use of such products and services and complies with all applicable laws, rules and regulations;
"Group Company" means, in relation to a party, an individual, corporation, partnership or any other form of entity directly or indirectly controlling, controlled by or under common control with such party;
"Key Terms" means the key commercial terms of this Agreement to which these terms and conditions are deemed a part of;
"Materials" means the marketing or promotional materials or any other material that is supplied by us to you, in any form or manner, digital or otherwise and/or where such materials may include our intellectual property including but not limited copyright, trademark, logos, trade names etc;
"Report Specification" means the specification and delivery times for the report to be provided in accordance with this Agreement as set out in the Key Terms;
"Settlement Terms" means the settlement dates and other agreed settlement terms as set out in the Key Terms;
"Term" means the period set out in the Key Terms;
"Turnover" means the amount calculated in accordance with the Key Terms; and
“Your Website(s)” means the website(s) (if applicable) operated by you which contain the Material as set out in the Key Terms.
2.2 References to any statute or statutory provision, or to any rule(s), guidance or regulation(s), shall include references to such statute or statutory provision, or to such rule(s), guidance or regulation(s) as from time to time amended, replaced, revised, extended, re-enacted or consolidated, and shall include all statutory instruments or orders from time to time made pursuant thereto.
This Agreement shall commence on the date on which you are accepted as an Affiliate and, unless terminated in accordance with the terms of this Agreement, shall continue for the Term. Date of acceptance as an Affiliate shall be deemed to be the date where you receive intimation by us of being accepted as our Affiliate. The Company reserves the right to terminate this Agreement, at any time, by giving 30 days advance written notice to the Affiliate.
4.0 Affiliate application and account
4.1 You acknowledge and agree that our evaluation and approval of your application will only take place after you have accepted these Terms and Conditions and where required by us provided us verification documents (such as proof of identity, proof of age, proof of address etc.). We reserve the right to accept or reject your application at our sole discretion. Our decision in this regard is final and not subject to any right of appeal. We will notify you as soon as reasonably practicable (using the contact details that you have supplied to us) if your application has been accepted. For the avoidance of doubt, you shall not be entitled to any Commission or other payment if your application is rejected or till the time your application has been accepted by us.
4.2 You agree to provide us with any verification documents, which we may request from time to time. Verification documents may include any or all of the following for individuals: a copy of a valid passport; copy of a valid driving licence; copy of a utility bill. For a company, Verification documentation may include: a copy of the company's certificate of incorporation; articles of association (or equivalent document); corporate resolution; certificate of good standing; and information regarding the identity of the beneficial owners and directors of the company. You agree and acknowledge that we have the right to withhold payments due to you (i) if such verification documents are not provided in a timely manner; and (ii) until such time as your details have been verified to our satisfaction.
4.3 You confirm that all information, documentation and details provided by you to us (including upon registration) are true, accurate and up to date in all respects. You agree to update and/or correct your details at any time in order to reflect any changes and provide us with such other information as we may reasonably request from time to time.
4.4 Where provided, you are responsible for maintaining the confidentiality of any user names and passwords given to you by us in order for you to access reports relating to your activity (including reports relating to Customers referred, Customers registered and Commission) and are responsible for all activities that are carried out under them. We will not be responsible for losses suffered by you where your password or user name is used by someone else unless this is due to our negligence. We may require you to change your security question, answers and password or suspend your account if we have reason to believe that a breach of the Company’s security policies or misuse of our facilities has taken place.
4.5 We may, at any time, set off any positive balances in your account against any amount owed by you to us. The Company reserves the right to offset any losses and any other amount incurred by us as a result of chargebacks initiated by those customers that are found to have registered by you or through any association with you.
4.6 We will not be required to take any action which would, in our opinion, breach any applicable laws or regulations and we may take such actions as we consider necessary to comply with such laws and regulations.
5.0 The Company's obligations
5.1 We will use our reasonable endeavours to ensure that the Company Websites and other suitable means (in our sole discretion) are available for placing bets or orders (as applicable), but we do not promise that access to the Company Websites or such means will always be available.
5.2 We will not be liable for any delay or failure in the transmission of and/or placing of bets or orders (as applicable) due to breakdown or collapse of communication facilities, or for any other delay or failure beyond our control.
5.4 We make no warranty that Company Website’s operation or that provision of any of our products and/or services will be uninterrupted or error-free and we will not be liable for the consequences of any such interruptions or errors.
5.6 We may, from time to time, provide Materials to you to enable you to promote the Company Websites or our products and/or services to potential customers, and we shall bear the cost of producing such Materials.
6.0 Your obligations
6.1 You shall:
6.1.5 where applicable, display the Links at least as prominently as any other sales links on Your Website(s), and if you display or make information available in relation to the websites of a third party for whom you are an affiliate you shall include (subject to our prior written approval of the material) similar descriptive information on the Company Websites; and
6.1.7 refrain from engaging in any of the following and/or related activities: money laundering, corruption, fraud, criminal activity, market manipulation/abuse, financing of terrorism, bribery, and financial sanctions ('Prohibited Activities')
6.2.1 advertise the Company Websites or any of our products and/or services in any way not approved in advance by us, including (without limitation, the use of spam emails) and your breach of the foregoing will constitute a breach of this Agreement;
6.2.2 advertise the Company Websites or any of our products and/or services in a manner that is directed towards minors or individuals with problem gambling nor shall your advertising be in contravention of the Rules (especially 16.3 with regards to marketing communications) of the Committee of Advertising Practice (CAP) Code;
6.2.3 provide any content to any potential or actual Customer which infringes the intellectual property rights or other rights of any third party, is offensive, abusive, illegal, libellous, defamatory or unlawful, or is in breach of any data protection or privacy rules;
6.2.4 upload or distribute any files or data that contain viruses, corrupted files or data or any other program, files or data that may affect the operational performance of the Links or the Company Websites;
6.2.5 use any device, robot, spider, software, or other method to interfere or attempt to interfere with the proper functioning of the Company Websites or to interfere with any systems, information or transactions related to the Company Websites;
6.2.6 directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money) to use the Links to access the Company Websites (e.g. by implementing any “rewards” programme for persons or entities who use the Links);
6.2.7 knowingly benefit from known or suspected traffic not generated in good faith. If there is fraudulent activity by a person directed to the Company Website or to any of our products and/or services, by you we retain the right to retract or withhold the amount paid or payable to you at any time. Our decision in this regard will be final without any prior notice to you. We reserve the right to retain all amounts due to you under this Agreement if we have reasonable cause to believe that such traffic has been caused with your knowledge;
6.2.13 bid on or use any words associated with us and/or our Group Companies, including (without limitation) the words "Hoola", "Samvo" and "Eastern Dynasty", misspellings or variations of these words or trading names of any of the above in any way to gain preferential listings on search engines, directories, portals, sponsored advertising services, referral services or any other kind of online database; and
6.3 You should note that there may be laws in a country or place of residence which prohibit gambling. You should not promote, market or advertise the Company Websites or any of our products and/or services specifically in such countries. In particular, the Company Websites and our products and/or services are not available to US (United States of America), French, Singapore and Turkish residents and you should not promote the Company Websites and any our products and/or services in US, France, Singapore and Turkey. The Company does not accept any responsibility for any breach by you of any applicable local or national laws.
6.4 The Company Websites and our products and/or services only accepts bets or orders (as applicable) from customers 18 years of age or older and will not permit an individual under 18 years old to open an account or use our products/services. You should not promote the Company Websites and our products and/or services to individuals under 18 years of age.
6.5 You should not promote the Company Websites and our products and/or services to individuals, who you are aware, are engaged and/or under investigation or suspicion of being engaged in any Prohibited Activities (see clause 6.1.7).
6.6 If we determine, in our sole discretion, that you are in breach of any of your obligations set out in this clause 6, we may (without limiting any other rights or remedies available to us) withhold any monies otherwise payable to you under this Agreement and/or immediately terminate this Agreement.
8.0 Intellectual Property
8.2 We hereby grant to you a revocable, non-exclusive, non-transferable, non-sub licensable licence during the Term of this Agreement to use the Materials and the names of the Company Websites solely to fulfil your obligations under this Agreement only with our prior written approval.
8.3 You shall not:
8.4 You shall ensure that Your Website(s) and/or any other website or medium under your control, shall not, in any way, copy or resemble the "look and feel" of the Company Websites or any part thereof and you shall not create the impression that Your Website(s) is a Company Website (or any part thereof). Your Website(s) shall not contain any content of the Company Websites or any materials which are proprietary to us, except (i) with our prior written permission and/or (ii) as part of the Materials. You shall not place the Materials on any website or other medium which have not be approved and agreed by us in advance.
8.5 You shall ensure that Your Website’s content and/or material or that of any other website and /or any other medium which is under your control and is used to link Company Websites and/or promote the Company is not malicious, discriminatory, defamatory, harmful to our goodwill/reputation, obscene, unlawful, sexually explicit, pornographic or violent or which is in our sole discretion otherwise unsuitable.
9.0 Reporting and Payment
9.1 You shall only be entitled to receive the Commission during the Term. For the avoidance of doubt you shall not be entitled to receive any payment from us whatsoever after this Agreement has expired or otherwise terminated for any reason whatsoever.
9.5 If an error is made in the calculation of the Commission payment, we reserve the right to correct such calculation at any time and to reclaim from you any overpayment made by us to you (including, without limitation, by way of reducing future payments which might otherwise be due to you from us from time to time).
9.7.2 we may withhold all amounts due and payable to you if we have reason to believe that you or any Customer has engaged in any of the following and/or related activities: money laundering, corruption, fraud, criminal activity, market manipulation/abuse, financing of terrorism, bribery, breach of applicable laws and financial sanctions; and
10.2 Our total liability to you for any loss or damage arising in connection with this Agreement shall be limited to the lower of two thousand pounds (£2,000) or the amounts paid by the Company to you in the twelve (12) months prior to the breach which caused such loss or damage.
10.3 Neither we, nor any of our Group Companies, agents or sub-contractors will be liable for any loss, costs, expenses or damages suffered or incurred by you in connection with this Agreement where the same are:
10.3.2 indirect losses which are a side effect of the main loss or damage and which are not reasonably foreseeable by you and us at the time of entering into this Agreement, for example loss of profits or loss of opportunity;
10.4.2 any loss, damages, liability or expense suffered or incurred by us or by any of our Group Companies in connection with any failures by you to comply with your obligations under this Agreement or non-observance by you of any of the obligations or warranties on your part contained in this Agreement.
10.5 We make no representation that the operation of the Company Website(s) or that use or access to our products and services will be uninterrupted or error-free and we and our Group Companies will not be liable for the consequences of any interruptions or errors.
11.0 Representations, Warranties and Undertakings
11.1.2 if you are a corporate client, you have obtained all necessary consents and have taken all necessary actions to enable you to enter into this Agreement and perform your obligations hereunder and this Agreement, and its performance and the obligations contained herein, do not and will not contravene any applicable laws and regulations, contravene any provisions of your memorandum and articles of association or by-laws (where applicable), or constitute a breach or default under any agreement or arrangement by which you are bound;
11.1.3 you have obtained and will maintain in force all necessary registrations, authorisations, consents and licences to enable you to fulfil your obligations under this Agreement and that you fully comply with, and shall continue to fully comply with, all applicable laws and regulations;
11.1.4 you fully comply with, and shall continue to fully comply with any legal and regulatory requirements relating to the content or nature of gambling advertising imposed in the jurisdiction covering the target market for that advertising (where such target market has been pre-approved by us in writing); and with Regulations 4(c) and 6 (c) of The Alderney eGambling Regulations, 2009 that relate to advertising;
11.1.5 you shall at all times comply with the provisions of the Data Protection Act 1998 as amended from time to time, and any other related legislation and you shall indemnify us and our Group Companies on demand and hold us and our Group Companies harmless from and against any and all losses, penalties, 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 us and our Group Companies in consequence of any breach by you of this warranty;
12.1 We may terminate this Agreement and/or withhold any monies otherwise payable to you under this Agreement without notice to you at any time, including but not limited on account of the following, if:
12.1.1 you breach or fail to comply with any provision of this Agreement or any laws, rules and regulations, or if we have any reason to suspect you of any fraudulent or illegal activity or money laundering or bribery or breach of privacy laws;
12.1.3 if you are a company, you become insolvent or unable to pay your debts (as defined in Section 123 of the Insolvency Act 1986), propose a voluntary arrangement, have a receiver, administrator or manager appointed over the whole or any part of your business or assets; if any petition shall be presented, order shall be made or resolution passed for your winding up (except for the purposes of a bona fide amalgamation or reconstruction), bankruptcy or dissolution; if you otherwise propose or enter into any composition or arrangement your creditors or any class of them, if you cease to carry on business or if you claim the benefit of any statutory moratorium; or anything analogous to the foregoing occurs in any applicable jurisdiction;
12.1.4 you make any statement, orally or in writing, including on Your Website, publicly or privately, or do any act or otherwise conduct Your Website in such a manner as will or may in the reasonable opinion of the Company disparage or damage the brand and/or goodwill of the Company, any of its Group Companies, sponsors, officers or employees;
12.1.6 the Company suspects or has reason to believe that you are engaging in Prohibited Activities. We may liaise with Alderney and other international government bodies and Law enforcement agencies to assist in preventing such Prohibited Activities and/or in any investigation which may be undertaken by such legal/regulatory agencies in relation to such Prohibited Activities; or
12.2 Termination will not affect any action already taken by us, in accordance with this Agreement, prior to termination, or any legal rights or obligations that may have already occurred or been initiated or arisen under this Agreement. In addition, we shall be entitled to receive or be reimbursed for all costs, charges and expenses accrued or incurred under this Agreement:
12.3 Upon termination, you shall promptly return to the Company all Materials, all Company confidential information which you may have, in any form or manner. You shall also immediately remove all links to the Company Website from Your website and any other Material that may be on display on Your Website. On termination, your right to use any Material and/or promote the Company Websites shall cease immediately.
13.0 Changes to this Agreement
13.1 This Agreement may be varied from time to time in the event of legal or regulatory changes, changes in market practice, if a decision is made to change, for operational reasons, any aspect of the Services or the manner in which they are provided or otherwise. Continuing to be our Affiliate and/or receiving Commission after you have been notified of any changes to this Agreement will be deemed as your acceptance of the revised Agreement (including the Key Terms). If you do not agree to the changes, you must notify us in writing in 5 days and upon receiving such notification we reserve the right to forthwith terminate this Agreement.
14.0 Notices and Communications
14.3 You expressly consent to us sending any notice, document or communication to you by electronic means and to your receiving the same in electronic form. We shall in no event be liable for any non-delivery or any other related act on account of change of email address or other details, of which we did not have adequate prior-notification and/or any network/system failures and/or any server failures not attributable to us.
14.4 You should assume that your use of the Company Website, Materials and any other company controlled websites and all electronic communications, including emails, electronic mail, telephone calls, skype conversations between you and us may be monitored, recorded and archived. These recordings will be our sole property and may be used for training purposes or as evidence in the event of a dispute.
15.0 Your use of Personal Data
15.1 You shall at all times comply with your obligations under the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, and any other related or similar legislation.
15.2 Where you provide to us customers personal information for marketing purposes, you shall ensure that you have such customer’s explicit prior written consent to receive marketing information from us regarding our products and services. You agree to provide documents to us demonstrating such consent, upon our request within 3 (three) Business days from the date of the request.
15.3 All data including personal data within the meaning of the Data Protection Act 1998 ("Personal Data") collected by us in respect of Customers as a result of your referrals shall be our exclusive property and nothing in this Agreement is intended to transfer any aspect of ownership in any Personal Data to you.
15.4 You shall process such Personal Data only in accordance with our instructions and with our prior consent. You shall not transmit the Personal Data outside the European Economic Area and/or subcontract its processing without our express prior written consent.
16.0 General Provisions
16.1 You undertake that you will not at any time hereafter use, divulge or communicate to any person, except to your professional representatives or legal advisers on a strict need-to-know basis or as may be required by law or any legal or regulatory authority, any of our confidential information concerning our business or affairs or that of any of our Affiliate which may have or may in future come to your knowledge and you shall use best endeavours to prevent the publication or disclosure of any confidential information concerning such matters. You undertake that you shall promptly intimate us of any such requirement for disclosure, where such intimation is not prohibited by law. Your obligations with respect to this clause will survive the termination of this Agreement.
16.3 This Agreement is in the English language. Where this Agreement is translated to other languages, in case of any inconsistency between the English language version and other such language versions, the English language version of this Agreement would prevail.
16.4 This Agreement constitutes the entire agreement and understanding of us and you in relation to the subject matter hereof and supersedes any previous agreement between the parties and any of their Group Companies relating to the subject matter of this Agreement.
16.5 You understand that we will share your personal information with external agencies and perform verification check on the same for becoming an affiliate with us. Our right to conduct these checks will be on-going during the duration of this Agreement.
16.6Nothing in this Agreement shall create or be deemed to create a partnership, joint venture or principal-agent relationship between you and us and neither party shall have authority to bind the other in any way unless expressly provided otherwise in this Agreement.
16.7 If any provision of this Agreement 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 this Agreement which shall remain in full force and effect.
16.8 Except insofar as this Agreement expressly provides that a third party may in his own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.
16.10 We shall have the right to assign, transfer or otherwise dispose of all or any of our rights, interests or obligations in or under this Agreement to any third party as we think fit and without having to notify you or obtain your consent. You shall not assign, transfer or dispose of your rights, interests or obligations in or under this Agreement to any third party without our prior written consent. Any assignment in breach of this clause shall confer no rights on the purported assignee.
16.12 Neither we nor our Group Companies shall be liable for any delay or failure to perform our obligations or any losses, damages or costs resulting therefrom so long as we and our Group Companies acted in good faith. Moreover, we and our Group Companies shall not be held responsible for any consequences resulting, whether directly or indirectly, from any uncontrollable events including without limitation government restrictions, imposition of emergency procedures, third party conduct, breakdown or collapse of communication facilities, war, strike, market conditions, civil disorder, acts or threatened acts of terrorism, natural disasters, or any other circumstances beyond our control.
16.13 Any failure or delay in exercising all or part of any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver to preclude any subsequent exercise of that right, power or privilege.
16.14 You agree to execute or cause to be executed such documents and waivers and do or cause to be done all further acts and things that may from time to time be necessary to fulfil your obligations under, and otherwise to give full effect to the terms of, this Agreement.