#Colossus Bets Affiliate Programme Terms and Conditions
This affiliate agreement (the “Agreement”) sets out the complete terms and conditions between Colossusbets Limited (“CB”), a company incorporated in England and Wales with registration number 07981562 and whose registered office is 4 Bloomsbury Square, London WC1A 2RP and you, regarding your participation as an affiliate (an "Affiliate") in the CB affiliate programme (the “Affiliate Programme”).
###1. DEFINITIONS AND INTERPRETATION
“Affiliate Payment” means any payments due to you under clause 4.1 of this Agreement; "Business Day" means any day (excluding Saturdays and Sundays) which is not an official public holiday in England;
“Code” means the unique code made available to you by CB and which may be used by Customers when registering for an account with CB;
"Commencement Date" means the date on which CB confirms that you have joined the Affiliate Programme;
“Confidential Information” means all information in any form relating to a party (the “Disclosing Party”) that is directly or indirectly disclosed to the other party (the “Receiving Party”), including any personal data and/or customer data, by any of the Disclosing Party’s employees, professional advisers or contractors before or after the Commencement Date;
“Customers” means all persons who open an account with CB for the first time on or after the Commencement Date (and prior to the termination of this Agreement) having been directly referred to CB by you, or who arrive at www.colossusbets.com (or any other CB site) by clicking on the Links (or via a Code) on the Internet Site;
"Good Industry Practice" means the exercise of that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced contractor acting in good faith;
"Internet Site" means your website or websites located at the web address(es) provided to CB;
"IPR" means any and all patents, trade marks, service marks, rights in designs, trade, business or domain names, goodwill associated with the foregoing, e-mail address names, copyright including rights in computer software (in both source and object code) and rights in databases (in each case whether registered or not and any applications to register and rights to apply for registration of any of the foregoing), rights in inventions and web-formatting scripts (including HTML and XML scripts), know-how, trade secrets and other intellectual property rights which may now or in the future subsist in any part of the world including all rights of reversion and the right to sue for and recover damages for past infringements;
"Links" means hypertext links (either a banner or text link) that link to the web page www.colossusbets.com or any other site owned or controlled by CB or any Related Company;
“Net Revenue” means the takeout deducted by CB from every bet placed by Customers in the relevant calendar month less: (i) any chargebacks or any other reversal of a payment (ii) the cost of any promotional offers (including any sign up or free play bonuses); (iii) the long-term shortfall cost offering guaranteed pool prizes; and (iv) liability to any betting duty or licensing fees for data or other duty, tax or expense that may arise.
"Parties" means the parties to this Agreement;
"Related Company" means:
(i) Colossusbets Limited and any body corporate which is from time to time a holding company of that company, a subsidiary of that company or a subsidiary of a holding company of that company (“holding company” and “subsidiary” having the meanings attributed to them by s.1159 of the Companies Act 2006); and
(ii) any “Associated Company" of Colossusbets Limited, as that term is defined in s416 of the Income and Corporation Taxes Act 1988, and shall include any company in which a Related Company has a shareholding of 50% or more; and
2.1 In consideration of you making the Links available on the Internet Site and subject to the terms and conditions of this Agreement, CB will grant or will procure that you are granted a non-exclusive, non-transferable, terminable licence to use the Links on the Internet Site solely for your internal business purposes and in accordance with such other limitations and restrictions as set out in this Agreement.
2.2 It is a condition of this Agreement that you will not use the Links or Code in a way which proves or is likely to prove detrimental to CB or any Related Company.
###3. AFFILIATE’S OBLIGATIONS
3.1 You warrant and undertake that:
(a) you will at all times conduct yourself with all due skill, care and diligence, including Good Industry Practice, and in accordance with your own established procedures and all applicable laws, enactments, orders, regulations and other similar instruments;
(b) the Internet Site, or any part thereof, is not aimed at people under 18 years of age;
(c) 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 will fully comply with all applicable laws and regulations including any advertising codes;
(d) you will ensure that all communications originating from you relating to CB make it clear that such communications are sent by and on behalf of you (and not from or on behalf of CB);
(e) you will not without the prior consent of CB, edit, alter or amend any marketing, promotional and/or creative materials which have been produced by or on behalf of CB;
(f) you will not seek to exploit the IPR of CB or any Related Company, for example by purchasing/registering domain names, keywords, search terms or similar for use in any search engines, portal or other search which includes the words “Colossus Bets” or “The Colossus” or variations thereof or any other trade marks belonging to CB or a Related Company;
(g) you will not modify, impair, disable or otherwise interfere with any Link, Code or similar and/or any other technology required by our affiliate platform in order to ensure proper affiliate tracking;
(h) you are and will remain responsible for the quality and origin of the traffic that you provide to CB;
(i) you will not copy any other affiliate’s website or content and in particular the Internet Site will not provide any unauthorised access to copyrighted content;
(k) you recognise the importance of not marketing to any persons who have opted to exclude themselves from gambling on any platform and you will take all reasonable steps to ensure that gambling products offered by CB are not marketed to such persons; and
(l) you will not, and you will not encourage or assist any Customers to, engage in behaviour which in CB’s reasonable opinion breaches the terms or abuses the spirit of a promotion, competition, tournament or offer operated by CB or a Related Company.
###4. PAYMENTS IN RESPECT OF THE LINKS AND CUSTOMERS
4.1 In consideration of introducing Customers to CB (together with the continued display of the Links and Code where relevant) and subject to the below provisions in this clause 4 and to clause 11 of this Agreement, in relation to each such Customer you will be entitled from the date of first registration of any such Customer to 30% of Net Revenue for the first 60 months from such registration.
4.2 The payments referred to in clause 4.1 above will be paid to you monthly. If any payment due under clause 4.1 is less than £100 (or the currency equivalent), CB may elect to withhold and carry forward such amount and add it to any amount due to you in relation to the subsequent period.
4.3 In the event that a Customer:
(a) has been introduced in breach of any term of this Agreement;
(b) makes an initial deposit which is subject to a chargeback or which is reversed for any other reason;
(c) fails any identity or credit checks carried out by CB or on its behalf; or
(d) is located in a territory from which CB does not accept customers,
you will not be entitled to receive any Affiliate Payments in respect of such Customer. In the event that any such payment has already been made to you in respect of such Customer you will promptly repay the amount paid on receiving notice from CB. CB will be entitled to set-off any amount owed as a result against future Affiliate Payments.
4.4 CB reserves the right to deduct from payments referred to in clause 4.1 above, any costs incurred by it in relation to credit card charge-backs or any other reversal of a payment, fraudulent or otherwise voided or modified transactions, bad debts, the cost of any promotional offers (including any sign up bonuses and free to play tokens) which in each case relate to Customers.
4.5 In the event that CB suspects that you have been the origin of any fraudulent traffic or activity it reserves the right to delay payment of amounts otherwise payable to you under the terms of this Agreement for up to one hundred and eighty (180) days while it investigates the relevant transactions. CB is not obligated to make payments in relation to Customers who, in its sole discretion, are not verifiably who they claim to be or are otherwise involved with fraudulent traffic or activity.
###5. INTELLECTUAL PROPERTY RIGHTS
5.1 All IPR in the Links, together with all data relating to Customers including (without limitation) each Customer’s name, email address, postal address and transaction and betting activity history, belongs to CB or a Related Company.
5.2 Nothing in this Agreement purports to grant a licence, provide any warranty or offer any indemnity in respect of any data that is not owned by CB or a Related Company.
5.3 Each party shall immediately notify the other party if any claim or demand is made or action brought against it for any infringement or alleged infringement of any IPR which may affect the supply or use of the Links.
###6. DATA PROTECTION AND SECURITY
6.1 You acknowledge that the security of CB's data and its systems is fundamental to its business and if you become aware of a breach or potential breach of security relating to the Links, you will immediately notify CB of such breach or potential breach and use your best endeavours to ensure that any potential breach does not become an actual breach and/or remedy any actual breach and its consequences.
6.2 You warrant that you will at all times comply with the provisions of the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any equivalent legislation in any jurisdiction which is applicable to the Internet Site and your activities
###7. CONFIDENTIALITY AND ANNOUNCEMENTS
7.1 During the term of this Agreement and after termination or expiration of this Agreement, each party shall not use any Confidential Information belonging to the other party for any purpose other than in pursuance of its rights and obligations under this Agreement nor disclose any of the other party’s Confidential Information to any person except with the prior written consent of the other party and shall follow Good Industry Practice to prevent the use or disclosure of the Confidential Information. This obligation will not apply to any Confidential Information that:
(a) has come into the public domain other than by breach of this Agreement, or any other duty of confidence;
(b) is obtained from a third party without breach of this clause or any other duty of confidence;
(c) has been disclosed to a party by a third party, other than a company within its group not in breach of any duty of confidence;
(d) is trivial or obvious;
(e) is required to be disclosed by law or other regulatory requirement provided notice is given to the other party prior to disclosure where legal to do so; or
(f) is in the possession of the Receiving Party at the time the Confidential Information was disclosed to it by any other party or which is independently developed without reference to any Confidential Information of the other party.
7.2 Each party may disclose any Confidential Information to its directors, other officers, employees, advisers and sub-contractors and to those of any company in its group or any Related Company to the extent that such disclosure is reasonably necessary in order to comply with its obligations under this Agreement and provided that they are subject to equivalent confidentiality obligations as those set out in this clause.
7.3 On termination of this Agreement each party shall (on request) deliver up to the other party or destroy all copies of Confidential Information in its possession, and (if so requested) shall use all reasonable endeavours to destroy all copies of Confidential Information stored electronically except to the extent that it is obliged to retain such information under any law, regulation or licence condition applicable to that party or any company in its group or any Related Company.
7.4 The parties shall together determine the content of any communications concerning the relationship between the parties. Such communications shall be issued at a time and in a manner agreed by the parties.
You will indemnify and hold harmless CB and its Related Companies from and against any and all losses, demands, claims, damages, costs, expenses (including 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 CB in consequence of any breach by you of your obligations under this Agreement.
###9. LIMITATION OF LIABILITY
9.1 Save as provided by statute and to the fullest extent permitted by law, the following provisions set out the entire liability of CB (including any liability for the acts and omissions of its employees, agents and sub-contractors) to you whether in contract, tort, statute, equity or otherwise:
(a) you acknowledge and agree that (except as expressly provided in this Agreement) the Links, the CB Affiliate Programme site and all CB products are provided "AS IS" without warranties of any kind (whether express or implied);
(b) all conditions, warranties, terms and undertakings (whether express or implied), statutory or otherwise relating to the delivery, performance, quality, accuracy, uninterrupted use, fitness for purpose, occurrence or reliability of the Links or the Affiliate Programme site are hereby excluded;
(c) CB will not be liable to you for any losses relating to your use of the Links or the CB Affiliate Programme site or any breach of this Agreement by CB including loss of profits (whether direct or indirect), revenues, goodwill, anticipated savings, data or any type of special, indirect, consequential or economic loss (including loss or damage suffered by you as a result of an action brought by a third party) even if such loss was reasonably foreseeable or CB or its Related Companies had been advised of the possibility of you incurring such loss; and
(d) you acknowledge and agree that potential customers must link through to CB using the appropriate Links or Code made available by CB from time to time in order for you to receive the payments described under Clause 4 of this Agreement. In no event, is CB liable for your failure to use the appropriate Links or Codes nor for the failure of potential customers to enter a valid Code.
9.2 No exclusion or limitation set out in this Agreement shall apply in the case of:
(a) fraud or fraudulent misrepresentation;
(b) death or personal injury resulting from the negligence of any party or any of its employees, agents or sub-contractors; and/or
(c) any breach of the obligations implied by (as appropriate) section 12 of the Sale of Goods Act 1979, section 2 of the Supply of Goods and Services Act 1982 or section 8 of the Supply of Goods (Implied Terms) Act 1973.
9.3 The time limit within which you must commence proceedings against CB to recover on any claim shall be 2 years from the date you become aware or should reasonably have become aware of the relevant breach that would form the subject of the claim.
###10. TERM AND TERMINATION
10.1 This Agreement shall commence on the Commencement Date and, subject to clause 10.2, shall continue until either party serves 20 Business Days’ written notice of an intention to terminate.
10.2 CB may terminate this Agreement immediately in the event that:
(a) the Affiliate breaches any of the terms of this Agreement which, in the case of a breach capable of remedy, has not been remedied within five (5) Business Days of receipt of a notice from CB specifying the breach and requiring its remedy;
(b) the Affiliate suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due, begins negotiations for or makes any voluntary arrangement with its creditors, becomes subject to an administration order, has an administrative receiver or receivers appointed in respect of the whole or any part of its assets, goes into liquidation (voluntary or otherwise save for any voluntary liquidation entered into solely for the purposes of a bona fide reconstruction or amalgamation);
(c) the Affiliate is made the subject of a bankruptcy petition or order or ceases carrying on its business;
(d) the Affiliate, in CB’s opinion, is in breach of the terms of any applicable advertising code of practice including the CAP code and any voluntary codes CB has agreed to abide by;
(e) CB ceases to accept Customers from or to advertise in any jurisdiction which is targeted by the Internet Site; or
(f) the Affiliate (whether knowingly or not), provides traffic which CB (acting reasonably) deems to be of a questionable quality and/or origin.
10.3 Clauses 10.2(b) and (c) will apply if any event occurs, or proceeding is taken, with respect to the Affiliate in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in those clauses.
###11. CONSEQUENCES OF TERMINATION
11.1 Except as set out in clause 11.3 below termination of this Agreement shall be without prejudice to any rights or obligations which shall have accrued prior to termination.
11.2 On termination of this Agreement all licences granted to you pursuant to this Agreement will immediately terminate.
11.3 If CB terminates this Agreement under clause 10.2 or you terminate this Agreement under clause 10.1 you will not be entitled to receive any further payments pursuant to clause 4 following such termination.
11.4 Any clauses the survival of which are necessary for the interpretation or enforcement of this Agreement will survive termination of this Agreement for whatever reason.
###12. AMENDMENT TO THIS AGREEMENT
We may modify any of the terms and conditions contained in this Agreement or replace it at any time and in our sole discretion, by posting a change notice or a new or amended agreement on our site. To the extent that any such change relates to Affiliate Payments we will notify to you at the e-mail address you provided when you join the Affiliate Programme. Your continued participation in the Affiliate Programme following our posting of a change notice or new agreement on our site will constitute deemed acceptance of the modification or of the new agreement.
13.1 Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control, and in such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for 15 Business Days, the party not affected may terminate this Agreement immediately by giving notice to other party.
13.2 This Agreement constitutes the entire and only Agreement between the parties with regards to its subject matter.
13.3 Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute, or be deemed to constitute the parties as a partnership, association, joint venture or other co-operative entity.
13.4 No breach of any provision of this Agreement shall be waived or discharged except with the express written consent of the parties and for the avoidance of doubt no failure or delay by a party to exercise any of its rights under this Agreement shall operate as a waiver thereof and no single or partial exercise of any such right shall prevent any other or further exercise of that or any other right.
13.5 If any of this Agreement is or becomes illegal, invalid or unenforceable in any respect, it shall not affect or impair the legality, validity or enforceability of any other provision of this Agreement.
13.6 Notices and communications from CB will be made by e-mail to the address provided by you on your application to join the Affiliate Programme and you should send all notices and communications to the following email address: email@example.com.
13.7 Notices and communications will be deemed received 4 hours after being sent provided that if such notice would then be deemed to have been received outside the hours of 09:00 to 17:00 (UK time) it will be deemed to have been received at 09:00 on the next Business Day.
13.8 No third party may enforce any rights granted to it under this Agreement and the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
13.9 Each party shall, upon request from the other, do and execute, or procure that there shall be done and executed, all such documents, deeds, matters, acts or things as that other may at any time require to give it the full benefit of this Agreement.
13.10 This Agreement (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Agreement or its formation) shall be governed by and construed in accordance with English law and the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
Date of last amendment: 27 March 2017.