Terms and Conditions – Ladbrokes.com
Please read this carefully. It is very important that you read and understand these terms and conditions. By ticking the box indicating your acceptance of these terms and conditions and continuing with your application to join our affiliate programme, you are agreeing (subject to our approval of your application) to the terms and conditions below. If you do not agree with the terms and conditions (or are not authorised to do so), you should not continue with your application. If you have any questions regarding our affiliate programme or these terms and conditions please contact the relevant affiliate manager. Please click here to contact us. You can visit our affiliate website here.
The following expressions in this Agreement shall have the following meanings:
|Agreement||means these terms and conditions governing our affiliate programme;|
|API||means Ladbrokes’ Application Programming Interface;|
|Business Content||means the graphical artwork or text containing or referencing our branding and marketing offers, bonuses or promotions which are made available by us through your affiliate account, that you may use to connect Customers to our Websites from the Partner Site|
|Business Day||any day which is not a Saturday, Sunday or bank or public holiday in England;|
1. Ladbrokes Sportsbook LP’s ultimate holding company and all subsidiaries of such holding company (where “holding company” and “subsidiary” have the meanings ascribed to them by section 1159 and Schedule 6 of the Companies Act 2006 (as amended)); and2. any person who is party to a commercial relationship (including a joint venture or similar arrangement) with Ladbrokes Sportsbook LP or any company referred to in (a) above;
|Customers||means a visitor from the Partner Site who has entered one of the Website(s) via the Links and who (i) has opened a new account with any Business in respect of the relevant Website; (ii) has not previously opened an account with any Business in respect of such Website; (iii) has had their account registration details adequately validated and approved by Ladbrokes, including (without limitation) that the individual is confirmed to be 18 years of age or above; (iv) places stakes, or plays, (as relevant) with deposited money on the relevant Website; and (v) is qualified and authorised to access and use the relevant Website in accordance with the terms and conditions of use of such Website and complies with all applicable laws, rules and regulations;|
|Excluded Territories||means the restricted territories listed on Ladbrokes’ main website (www.ladbrokes.com) from time to time, details of which can be found using the following hyperlink,http://help.ladbrokes.com/display/4/kb/article.aspx?aid=1119, which shall include USA and its territories, China and Turkey.
Player activity from the following territories does not qualify for CPA payments: Afghanistan, Algeria, Armenia, Azerbaijan, Belarus, Georgia, East Timor, Indonesia, Iran, Iraq, Kazakhstan, Kyrgyzstan, Montenegro, North Korea, Norway, Puerto Rico, Serbia, Sudan, Tajikistan, Turkmenistan and Uzbekistan , Bolivia, Brazil, Costa Rica, Dominican Republic, Ecuador, El Salvador, India, Latvia, Lithuania, Moldova, Nigeria, Pakistan, Panama, Peru, Thailand and Ukraine.
IT IS YOUR RESPONSIBILITY TO CONSULT AND REGULARLY CHECK THE LADBROKES WEBSITE REGARDING ANY CHANGES TO THE LIST OF EXCLUDED TERRITORIES;
|Indemnified Party||means each Business and each Business’ associates, officers, directors, employees, agents, shareholders and partners;|
|Ladbrokes / we / us / our||means Ladbrokes Sportsbook LP, whose registered office is at 57/63 Line Wall Road, Gibraltar;|
|Links||means the internet hyperlinks, banners, text or other promotional material (which may include Business Content) that have been provided or otherwise made available to you by us and/or pre-approved by us and which are placed on the Partner Site linking and directing traffic to the Website(s);|
|Net Revenues||means all gross monies received by us from Customers through the Website(s) less all of the following: (i) monies paid out to Customers as winnings; (ii) monies paid in the form of any betting duties, levies or taxes including VAT (or reasonable provisions in respect thereof) or other statutory deductions or payments to licensing authorities including, without limitation, the licensing charges of the British Horse Racing Board or any equivalent body; (iii) charges levied by electronic payment or credit card organisations; (iv) bad debts; (v) monies attributed to Prohibited Activity; (vi) returned stakes; (vii) provisions for transactions which are reversed by instruction from the card-holder’s bank (commonly referred to as charge-backs); (viii) any monies received from Customers who bet with a Business via a platform owned or operated by a third party; (ix) the cost of ‘free bets’ or ‘free chips’ provided to Customers as a promotional or marketing activity; and (x) any third party royalty incurred in relation to any Customers (third party royalty in this context means any royalty or revenue share which any relevant Business must pay to a third party in order to lawfully exploit any technology or other product used from time to time on the Website(s));|
|Partner Site||means the affiliate’s website(s), mobile application or any other marketing channel used by the Affiliate to direct traffic to the Website(s) as approved by us;|
|Prohibited Activity||means an actual or attempted act by you or any Customer, which is reasonably deemed by us to be (i) illegal in any applicable jurisdiction; (ii) made in bad faith; or (iii) intended to defraud any Business or any Website and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes us or any of the Websites any damage or harm (and Prohibited Activity shall include, without limitation: collusion; abuse of bonuses or other promotions; abuse of the CPA commission structure (if applicable); violation of money-laundering or other laws and regulations; spamming; false, misleading or unauthorised advertising or representations; use of stolen credit cards; rake-back activity; and unauthorised use of any intellectual property rights (including third parties’ and any Business’ rights));|
|Revenue Share||means your total share of Net Revenues accrued per Vertical, if any, during the previous calendar month;|
|Term||means the period during which this Agreement continues in effect, commencing on the date we notify you that your application has been successful in accordance with clause 4.1, and continuing thereafter unless and until terminated in accordance with clause 14;|
|User(s)||means users of the Partner Site;|
|Vertical||means Poker, Casino, Sports, Bingo, Financials, Lottery or such other products as determined by Ladbrokes;|
|Website(s)||means the websites, landing pages and/or the Apps operated by or relating to the Business(es) from time to time, and all of their related pages; (including any pages accessed through the API);|
|Virus||any thing or device (including any software, code, file and/or programme, such as worms and/or trojan horses) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); prevent, impair or adversely affect the user experience; and|
|You/Your/ Affiliate||means the affiliate(s), being the person or company set out on the relevant application form.|
- This Agreement
2.1. This Agreement sets out the terms and conditions agreed between us (Ladbrokes Sportsbook LP), and you (the person or company set out on the application form), regarding your application to join (and if your application is successful, your membership of) our affiliate programme.
2.2. If you are approved as an affiliate you will:
2.2.1. promote the Websites as set out from time to time at www.ladbrokespartners.com; and
2.2.2. create Links.
2.3. By entering into this Agreement, you agree to provide your services to the Businesses.
2.4. This Agreement replaces all previous terms and conditions for our affiliate programme.
2.5. We may change all or any part of this Agreement at any time. Where possible, notice of any changes will be provided either by an email to your last known email address on our records or through an account message, in advance of any such changes being made. Ultimately, it remains your sole responsibility to check this Agreement to see whether the terms of this Agreement have changed. It is important, therefore, that you regularly log in to your account. If you do not agree to the changes, your only remedy will be to terminate this Agreement. We will publish the date on which any changes to this Agreement were made in clause 17 below. Your continued participation in our affiliate programme after we have posted any changes will constitute binding acceptance of such changes.
2.6. You acknowledge and agree that regulations 9(1) and 9(2) (information to be provided by electronic means) and 11(1) (placing of the order) of the Electronic Commerce (EC Directive) Regulations 2002 shall not apply to or have any effect on this Agreement.
3.1. In this Agreement (except where the context otherwise requires):
3.1.1. clause headings are included for convenience only and shall not affect the interpretation;
3.1.2. the singular includes the plural and vice versa;
3.1.3. 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); and
3.1.4. a reference to a statute or statutory provision is a reference to that statute or statutory provision and to all orders, regulations, instruments or other subordinate legislation made under the relevant statute as amended, re-enacted or extended at the relevant time.
- Your Application
4.1. As part of the application process to become a member of our affiliate programme, you must complete and submit an online application form. The application form will form part of this Agreement. We will in our sole discretion determine whether or not to accept your application; 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 rejected, you may reapply at another time. If your application is successful, we will email you the necessary instructions as to what you must do to create the Links.
4.2. You warrant, represent and undertake to us that you do not reside in the USA and its territories (if you are an individual) or your business is not registered in or operating from the USA and its territories (if you are a company).
- Identity Verification and Supporting Documentation
5.1. It is our policy to prohibit and actively prevent money laundering and any activity that facilitates money laundering or funding of terrorist or criminal activities. Before accepting your application, we will verify your identity through the information provided by you and by obtaining further information from public sources and data. For the avoidance of doubt, you agree that we may use any personal information provided by you for the purposes of verifying your identity.
5.2. You agree to provide us with any supporting documents, which we may request from time to time. Supporting 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; letter of reference from the individual’s bank; and copy of a bank statement. For a company, supporting documentation may include: a copy of the company’s certificate of incorporation; articles of association (or equivalent document); duly approved corporate resolution; certificate of good standing; power of attorney; 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 supporting documents are not provided in a timely manner; and (ii) until such time as your details have been verified to our satisfaction.
- Your Obligations
6.1. Throughout the Term, you shall prominently incorporate and continuously display the most up to date Links provided to you by any Business on the Partner Site in a manner and location agreed between you and that Business and you shall not alter the form, location or operation of the Links without that Business’ prior written consent. If we approve your application, the Partner Site should display the appropriate Links within four (4) weeks of you being notified that you have been accepted. If you fail to so display the Links, we may terminate this Agreement immediately on notice.
6.2. You agree to give the Businesses your reasonable assistance in respect of the display, access to, transmission and maintenance of the Links.
6.3. You shall ensure that you do not place any Links on pages of the Partner Site aimed at persons under the age of 18 years or, if the Partner Site is so prohibited by the applicable laws in a relevant jurisdiction, to anyone who is not at an age where they can lawfully participate.
6.4. In the event that you wish to place the Links on websites other than the Partner Site, you must first obtain the written consent of any Business the Links relate to.
6.5. The Businesses have the right to monitor the Partner Site to ensure you are complying with the terms of this Agreement and you shall provide the Businesses with all data and information (including, but not limited to, passwords) to enable the Businesses to perform such monitoring at no charge.
6.6. If any Business discovers that your use of any Link is not in compliance with the terms of this Agreement, it shall be entitled to take such measures as to render inoperative the Links and we shall be entitled to immediately terminate this Agreement without notice to you.
6.7. You may not:
6.7.1. 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;
6.7.2. include metatag keywords on the Partner Site; or
6.7.3. (except as expressly permitted in this Agreement) otherwise use marks, terms or images,
in each case, which are identical or similar to any of the Businesses’ trademarks or trade or other brand names from time to time.
6.8. Neither you nor your direct relatives are eligible to become Customers and you shall not be entitled to any share of Net Revenue (or any other remuneration from any Business) in relation to such relatives or friends. Direct relatives in this context shall include your spouse, partner, parent, child or sibling.
6.9. You shall not:
6.9.1. 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 to access the Website(s) (e.g. by implementing any “rewards” programme for persons or entities who use the Links to access the Website(s));
6.9.2. read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person;
6.9.3. in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the Website(s);
6.9.4. engage in transactions of any kind on the Website(s) on behalf of any third party, or authorise, assist, or encourage any other person or entity to do so;
6.9.5. take any action that could reasonably cause any end user confusion as to our relationship with you, or as to the site on which any functions or transactions are occurring;
6.9.6. other than providing the Links in accordance with this Agreement and any promotion contemplated by clause 6.13, post or serve any advertisements or promotional content promoting the Website(s) or the Business(es);
6.9.7. post or serve any advertisements or promotional content promoting the Website(s) or otherwise around or in conjunction with the display of the Website(s) (e.g. through any pop-up windows or pop-under windows or “framing” technique or technology) or assist, authorise or encourage any third party to take any such action;
6.9.8. attempt to artificially increase monies payable to you by us;
6.9.9. cause the Website(s) (or any page thereof) to open in a visitor’s browser other than as a result of the visitor clicking on a Link;
6.9.10. attempt to intercept or redirect (including, without limitation, via user-installed software) traffic from or on any website that participates in our affiliate programme;
6.9.11. use the Links and/or any Ladbrokes advertising and promotional content (including banners, campaigns and promotional material) alongside, in conjunction or in connection with, any inappropriate content (including, without limitation, defamatory or libellous content, lewd, pornographic, obscene or explicit content, pirated content, content that infringes intellectual property rights or content which could incite religious hatred or prejudice) and on peer to peer file sharing sites or bit torrents. You shall immediately remove or procure the removal of any of Ladbrokes’ graphics, Ladbrokes’ banner advertisements, the Links or Ladbrokes content following notification from Ladbrokes;
6.9.12. directly or indirectly engage in, allow, assist, promote, encourage or benefit from any act or traffic that involves any Prohibited Activity;
6.9.13. directly or indirectly post, serve, distribute or redirect any advertisements or promotional content promoting or otherwise advertising or marketing the Website(s) (including, without limitation, banners, campaigns and promotional material) to any person or entity located in the Excluded Territories; or
6.9.14. make the Partner Site or any Links accessible at any time by any person or entity located in the Excluded Territories.
6.10. If we determine, in our sole discretion, that you have engaged in any of the activities set out in clause 6.9, 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.
6.11. IT IS YOUR RESPONSIBILITY TO CONSULT AND REGULARLY CHECK THE WEBSITE REGARDING ANY CHANGES TO THE LIST OF EXCLUDED TERRITORIES.
6.12. You shall indemnify on demand and hold harmless the Businesses from and against any and all losses, demands, claims, damages, penalties, 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 the Business(es) in consequence of any breach by you of clauses 6.7, 6.8, 6.9 or 6.21.
6.13. If you contact any of your Users to promote the Website(s) or the Links, you shall make clear in the body of any such communication, that such communication is made without the knowledge or involvement of the relevant Business(es) and that any complaint that the relevant user may wish to make should be addressed to you and not the relevant Business(es).
6.14. You shall at all times comply with the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any other related or similar legislation.
6.16. Subject to clause 6.17, where the Affiliate sends any form of communication containing any Links or any Business Content by way of electronic communication (including but not limited to email) (“Electronic Communication”), the Affiliate shall ensure that:
6.16.1. the name of the Affiliate shall appear in the email “From” line as the sender of the email with a sender address unconnected with Ladbrokes.com, the Ladbrokes name, any of the Ladbrokes brand names, or any other brand name owned or operated by Ladbrokes from time to time;
6.16.2. a reference to Ladbrokes.com, the Ladbrokes name, any of the Ladbrokes brand names, or any other brand name owned or operated by Ladbrokes shall not be included in the subject header on any Electronic Communication disseminated as part of the Services;
6.16.3. the name of the Affiliate and/or the Affiliate’s logo shall be shown in the body of the text of any Electronic Communication disseminated by Affiliate the so that recipients may know that the Affiliate is sending the communication;
6.16.4. each and every Electronic Communication sent by the Affiliate shall include an “unsubscribe”’ option, such unsubscribe facility being linked solely to the Affiliate (with no link to Ladbrokes.com, the Ladbrokes name, any of the Ladbrokes brand names, or any other brand name owned or operated Ladbrokes);
6.16.5. the recipient shall not be charged a premium for using the “unsubscribe” facility;
6.16.6. the “unsubscribe” facility shall at all times remain fully functioning and operational;
6.16.7. any reference to a bonus incentive in any Electronic Communication sent by the Affiliate shall indicate by a link or a footnote that “terms and conditions apply” to such bonus incentive arrangement;
6.16.8. the recipients of any Electronic Communication disseminated shall be comprised solely of recipients listed on an ‘opt in’ database (i.e. such individuals must have provided their express consent to the Affiliate to receive marketing and advertising Electronic Communications from a third party such as Ladbrokes);
6.16.9. it shall immediately remove from its ‘opt-in’ database any recipient who notifies the Affiliate that they no longer wish to receive marketing communications from the Affiliate (whether through the “unsubscribe” facility or otherwise);
6.16.10. it shall not send any Electronic Communication to any recipient who has notified the Affiliate that they no longer wish to receive marketing communications from the Affiliate (whether through the “unsubscribe” facility or otherwise); and
6.16.11. upon Ladbrokes’ request, the Affiliate will co-operate with Ladbrokes in good faith and in a timely manner to carry out any data scrubbing exercises against Ladbrokes’ ‘unsubscribe’ lists whether directly or via a third party.
6.16.12. the timetable of the Electronic Communication is as reasonably agreed by us and you from time to time. For the avoidance of doubt (unless otherwise agreed by us in writing), the recipient of any email or SMS shall not be retargeted within one (1) month of any such email or SMS;
6.17. The Affiliate is not permitted to send any form of communication containing any Links or any Business Content by way of SMS or text message.
6.18. The Affiliate agrees to provide Ladbrokes with all such assistance, co-operation and information as Ladbrokes may require in responding to any investigations, claims or allegations made against Ladbrokes by any regulatory or governmental body (including the Information Commissioner’s Office).
6.19. The Affiliate shall ensure that all marketing, advertising and promotions targeted at potential Customers in the United Kingdom or otherwise subject to regulation by the British Gambling Commission shall include the wording:
- “18 + only”; and
- “Terms and Conditions apply”;
6.20. Where the Affiliate uses Ladbrokes’ API the Affiliate shall ensure that:
6.20.1 it uses the API in accordance with all manuals and guidelines issued by Ladbrokes from time to time;
6.20.2 it complies in full with all directions and instructions issued by Ladbrokes in relation to the API;
6.20.3 it shall not (and shall not permit any third party) to copy, adapt, reverse engineer, decompile ,disassemble, modify, adapt or make error corrections to the API in whole or in part; and
6.20.4 it shall not access, store, distribute or transmit any Viruses.
6.20.5 it shall keep all information relating to the API (including any keys and/or access codes) confidential (and such information shall be deemed confidential information for the purposes of clause 15).
6.20.6 it shall not provide access to the API to any third party without the prior written consent of Ladbrokes.
6.21 You must only use Links provided by us, or pre-approved by us in writing, to promote our Businesses and provide services to us under this Agreement. You are not permitted to create and/or distribute any marketing materials containing any Business Content without our prior written approval. Any such marketing materials created by you must be pre-approved in writing by us before you are permitted to use them. If you fail to comply with this clause 6.21 this will constitute a material breach of this Agreement and in such circumstances we reserve the right to terminate this Agreement immediately.
6.22 You agree to comply in full with any guidelines, notices or updates issued by us from time to time in relation to the use of our Business Content and the operation of Links.
- Our Obligations
7.1. We shall supply or procure that the relevant Business(es) supply you with the Links for inclusion on the Partner Site and may update such Links from time to time.
7.2. Subject to you complying with our instructions with regard to tracking Customers, we shall use our best endeavours to ensure that whenever a Customer links to the Website(s) through the Links and they subsequently place a bet with any Business, the relevant Customer is identified as originating from the Partner Site. 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.
7.3. We shall be entitled to exercise any of our rights or fulfil any of our obligations hereunder (including, without limitation, our payment obligations pursuant to clause 8) through any Business.
8.1. We offer a range of payment structures to our affiliates, including revenue share, CPA and hybrid models. Please note that the revenue plans applicable for any Customers which you deliver to our Ladbrokes.be Website differ from our usual affiliate commission plans for the other Websites. For commission plans for Customers delivered from the Partner Site to our Belgian Website (Ladbrokes.be) or further information on our payment structures please contact your affiliate account manager.
8.2. Unless otherwise agreed with your affiliate manager, our standard payment structure is to pay you (in accordance with the provisions of clause 8.5) a percentage of the Net Revenues received during the Term per Vertical. The percentage of Net Revenues payable shall be determined by the number of Customers delivered to us during each calendar month. Please go to the Commissions page on www.ladbrokespartners.com for information on our standard % of Net Revenues payable to you in consideration of the number of Customers delivered each month to us. You will also find information on our exciting and new promotional offers for new affiliates from time to time.
8.3. We shall provide you with statements accessible through www.ladbrokespartners.com detailing the number of Customers and your share of Net Revenues, which have accrued to you over the course of the calendar month.
8.4. At the end of a calendar month, we shall record your Revenue Share. In the event that a Revenue Share in any calendar month is a negative amount, we shall be entitled but not obliged to carry forward and set off such negative amount against all future Revenue Shares, which would otherwise be payable to you, until the negative balance is set off in full. However, we shall also be entitled but not obliged to zero out the negative balance that would otherwise be carried forward. If a Revenue Share does not exceed £100, 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 £100, at which time payment shall be made in accordance with clause 8.5. For the avoidance of doubt, you will only receive a payout when there is a positive balance and it is greater than £100 in any given month.
8.5. Subject to clause 8.4, at the end of a calendar month, you may raise an invoice for the relevant Revenue Share payable by Ladbrokes to you, which shall be paid within 45 days of receipt by Ladbrokes of such invoice. However, raising an invoice is not a requirement as the relevant Revenue Share payable by us to you shall be automatically raised and paid out (in accordance with this clause 8.5) within 60 days of the end of the relevant calendar month. Such Revenue Share shall be paid in pounds sterling, inclusive of VAT if applicable.
8.6. If an error is made in the calculation of the Revenue Share, 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).
8.7. We reserve the right to withhold all amounts due and payable to you under this Agreement if we believe that any Prohibited Activity has taken place or is contemplated, which involves you, whether or not the withheld amounts relate to the event in question. If we believe that any Prohibited Activity has taken place or is contemplated by any Customer without your knowledge, we will be entitled to withhold any amounts due to you in connection with such Prohibited Activity. We will also be entitled, in such events, to set-off from future amounts payable to you any amounts already received by you which can be shown to have been generated by any Prohibited Activity.
8.8. We reserve the right to decrease the amount of your Revenue Share to a lower percentage if during any three (3) month period you fail to deliver any new Customers.
8.9. We reserve the right to change your chosen payment structure (including the amount of your Revenue Share) upon written notice to you. Any such change will take effect from the date of such notice.
8.10. All calculations in connection with the amount payable to you under this Agreement will be made by us and based solely on our systems’ data and records, and our calculations will be final and binding.
8.11. Net Revenues received in currencies other than pounds sterling shall be converted in accordance with our standard currency exchange policy.
8.12. All payments shall be made inclusive of VAT, if applicable.
8.13. Notwithstanding any other provision of this clause 8, we shall only be obliged to pay any amounts due to you under this Agreement (including any Revenue Share) during the Term.
- Intellectual Property
9.1. The relevant Business grants you a non-exclusive, revocable and non-transferable licence to display the Business Content during the Term solely for the purposes of the display of the Links by you on the Partner Site as set out in this Agreement and in accordance with any guidelines as may be provided to you from time to time by us or the relevant Business. 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 the Businesses from time to time, shall remain the property of the Businesses. You are not permitted to use the Business Content in any way that is detrimental to any Business or the reputation or goodwill of any Business. You are not permitted to alter or modify in any way the Business Content without the express prior written consent of the relevant Business.
9.2. You agree that the Partner Site shall not in any way resemble the look and/or feel of the Website(s), nor will you create the impression that the Partner Site is any Website (or any part thereof).
10.1. Each party to this Agreement represents and warrants to the other that it has and will retain throughout the Term all right, title and authority to enter into this Agreement, to grant to the other party the rights and licences granted in this Agreement and to perform all of its obligations under this Agreement.
10.2. You warrant, represent and undertake to us that 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.
10.3. You represent, warrant and undertake that the Partner Site shall contain no material which is defamatory, pornographic, unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable or discriminatory, violent, politically sensitive or otherwise controversial or in breach of any third party rights or which links to any such material.
10.4. You warrant that you shall at all times comply with the provisions of the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, as amended from time to time, and any other related legislation and you shall indemnify on demand and hold harmless the Businesses 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 the Businesses in consequence of any breach by you of this warranty.
10.5. You warrant, represent and undertake to us that you have not, and shall not in the future, advertise, market, promote or otherwise make available any promotional material relating to the Website(s) in any of the Excluded Territories.
10.6 You warrant, represent and undertake that all marketing and promotional material containing any Business Content (including the Links) will comply in full with all applicable laws, regulations and codes of conduct or guidelines in the jurisdiction in which you are operating (including all marketing and advertising laws and, where applicable, any guidance issued by the Gambling Commission (or equivalent) and the Committee of Advertising Practice (or equivalent) from time to time). If you fail to comply with this clause 10.5 this will constitute a material breach of this Agreement and in such circumstances we reserve the right to terminate this Agreement immediately.
We make no representation that the operation of the Website(s) will be uninterrupted or error-free and we will not be liable for the consequences of any interruptions or errors.
You shall indemnify on demand and hold harmless the Indemnified Party from and against any and all losses, penalties, demands, claims, damages, costs, expenses (including, without limitation, 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 the Indemnified Party in consequence of any breach, non performance or non observance by you of any of the obligations or warranties on your part contained in this Agreement.
- Exclusion of Liability
13.1. Nothing in this clause 13 shall limit any Business’ liability for death or personal injury resulting from its negligence or for fraud.
13.2. No Business shall be liable, in contract, tort (including, without limitation, negligence) or for breach of statutory duty or in any other way for:
13.2.1. loss of revenues, profits, contracts, business or anticipated savings; or
13.2.2. any loss of goodwill or reputation; or
13.2.3. any indirect or consequential losses;
in any case, whether or not such losses were within the contemplation of the parties at the date of this Agreement, or any other matter under this Agreement.
13.3. The liability of the Businesses shall not, in any event, exceed the sum of the total monies paid by us to you over the twelve (12) month period preceding the date on which such liability accrued.
- Term and Events of Default
14.1. This Agreement shall start on the date that we notify you that your application has been successful in accordance with clause 4.1, and shall continue thereafter unless and until terminated.
14.2. Notwithstanding clause 14.1, either party (“Non-Defaulting Party“) may bring the Term to an end with immediate effect by written notice to the other party (“Defaulting Party“) if:
14.2.1. the Defaulting Party commits a breach of its material obligations under this Agreement and in the case of a remediable breach, fails to remedy it within thirty (30) days of the date of receipt of notice from the other;
14.2.2. the Defaulting Party becomes insolvent or unable to pay its debts (as defined in Section 123 of the Insolvency Act 1986), proposes a voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets or if any petition shall be presented, order shall be made or resolution passed for its winding up (except for the purposes of a bona fide amalgamation or reconstruction), bankruptcy or dissolution or if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them, or it ceases to carry on business or if it claims the benefit of any statutory moratorium.
14.3. Either party may terminate this Agreement on delivery of four (4) weeks’ prior written notice to the other party.
14.4. Each party shall forthwith give notice in writing to the other party of any event within clause 14.2.2 which occurs during the Term and which would entitle the other party to bring the Term to an end.
14.5. Without prejudice to clause 14.3, we reserve the right to terminate this Agreement at any time and for any reason immediately by delivery of written notice to you.
14.6. If the Affiliate has failed to fulfil its obligations and responsibilities under this Agreement, Ladbrokes shall not be obliged to pay the Affiliate the Revenue Share otherwise owing to the Affiliate on termination or thereafter, where applicable.
14.7. Immediately following the termination of this Agreement for any reason, the Affiliate must remove all of the Links from the Partner Site, as well as any other branding, names, symbols, logos, designs or any other material, graphics and content owned, developed, licensed or created by Ladbrokes and/or provided to the Affiliate by Ladbrokes in connection with this Agreement. The Affiliate must also disable any Links from the Partner Site to any Website, and stop any activity relating to Links. All rights and licences granted to the Affiliate in this Agreement shall immediately terminate
14.8. The parties shall have no further obligations or rights under this Agreement after the end of the Term, without prejudice to any obligations or rights which have accrued to either party at the time when the Agreement ends, save that clauses 2, 3, 6.7, 6.9, 6.10, 6.12, 6.14, 12, 13, 14.6, 15 and 16, together with those other clauses the survival of which is necessary for the interpretation or enforcement of this Agreement, shall continue to have effect after the end of the Term.
15.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 15.2.
15.2. Each party may disclose the other party’s confidential information:
15.2.1.to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 15; and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3. No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Agreement.
16.1. This Agreement constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this Agreement. Each of the parties acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does 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 this Agreement or not) other than as expressly set out in this Agreement. Nothing in this clause shall operate to limit or exclude any liability for fraud.
16.2. If either party fails to pay by the due date any amount payable by it under this Agreement, the other 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 1% per cent per annum above the base rate for the time being of Barclays Bank Plc.
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 this Agreement 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 or times subsequently.
16.4. You shall not without our prior written consent assign at law or in equity (including, without limitation, by way of a charge or declaration of trust), sub-license or deal with this Agreement or any rights under this Agreement, or sub-contract any or all of your obligations under it or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.
16.5. If any provision of this Agreement shall be found by any court or administrative body of a 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.
16.6. Any notice given or made under this Agreement to us shall be by email to the relevant affiliate manager. Please click here to contact us. We shall send you any notices given or made under this Agreement to the email address supplied on your application form or such other email address as notified by you to us. Any notice shall be deemed to have been received within two hours of delivery provided that if deemed receipt occurs before 9.00a.m. on a Business Day the notice shall be deemed to have been received at 9.00a.m. on that day, and if deemed receipt occurs after 5.00p.m. on a Business Day, or on any day which is not a Business Day, the notice shall be deemed to have been received at 9.00a.m. on the next Business Day.
16.7. Each party undertakes that it will not at any time, both during and after the Term, use, divulge or communicate to any person, except to its professional representatives or advisers or as may be required by law or any legal or regulatory authority, any confidential information concerning the business or affairs of the other party or of any member of the group of companies to which the other party belongs which may have or may in future come to its knowledge and not use any part of such confidential information, directly or indirectly, for any purpose other than the purpose of this Agreement. Each of the parties shall use its reasonable endeavours to prevent the publication or disclosure of any confidential information concerning such matters.
16.8. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
16.9. Neither party shall make any announcement relating to this Agreement or its subject matter without the prior written approval of the other party except as required by law or by any legal or regulatory authority.
16.10. 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 that Act.
16.11. The validity, construction and performance of this Agreement (and any claim, dispute or matter arising under or in connection with it or its enforceability) shall be governed by and construed in accordance with the law 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 this Agreement 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.
- Changes to this Agreement
This Agreement was last amended on 28 February 2018.