This document sets out the terms and conditions upon which an affiliate can promote specified Stan James betting and gaming services using trackable promotional material provided by Us and displayed on its website in return for commission. You expressly agree (subject to Our approval of Your application) to be bound by the terms and conditions of this Agreement by downloading Our banner and creating a link from Your website to Ours.
1. SIGNING UP TO THE AFFILIATE PROGRAMME
- You shall ensure and undertake that the information which You provide to Us when completing the Application Form is complete, true and accurate in all respects.
- We may refuse Your application to join the Affiliate Programme at Our sole discretion.
- On successful application to join the Affiliate Programme, You will receive a confirmatory email that will contain a username and password allowing You to access Your Affiliate Area. Your username and password are unique to You and are to be used for accessing Our online reporting software allowing You to personally track Your campaigns. You will also be able to access the Promotional Materials gallery to allow You to choose marketing banners that best suit Your Website.
- Our employees, related corporations, partners, agents, contractors, representatives and suppliers (including their immediate family members, spouses, partners and housemates) are not eligible to participate in the affiliate programme.
2. OUR OBLIGATIONS
- Subject always to Clause 3.1, We will register Customers and track their transactions. Once registered the Customer becomes Our customer and must accept all Our rules, policies and operating procedures.
- We will pay You Commission in accordance with Clause 8 below.
- We will use Our reasonable endeavours to provide You with password protected access to a report in the Affiliate Area that shows the Net Revenue of Customers across Our Products.
- We will use Our reasonable endeavours to:
- tag the identity of all Visitors;
- record all bets and stakes made by Customers;
- record the history of payments of Commission made to You.
3. OUR RIGHTS
- We may in Our sole discretion reject any Customer or suspend or terminate a Customer's account or access to any Products or services on Our Websites at Our discretion and without notice to You. We reserve the right withhold Commission and to take action against You if Your account shows patterns of manipulating the Commission scheme.
- We may amend the terms of this Agreement at any time in Our sole discretion. You agree that posting amended terms of this Agreement (or a new agreement) on Our Website is considered sufficient provision of notice and such amendments shall be effective as of the date of posting. Amendments may include, but are not limited to, changes in the amount of Commission payable, Commission schedules and payment procedures. If any amendment is unacceptable to You, Your sole recourse is to terminate this Agreement. Your continued participation in the Affiliate Programme following Our posting of amended terms of this Agreement (or a new agreement) will constitute binding acceptance by You of the amendments. Due to the above, We advise You to frequently visit the terms and conditions and review the terms and conditions of this Agreement.
- We may from time to time make changes to Our Websites and/ or IT infrastructure for technical and operational reasons. In some cases, due to these changes, We may recommend that You make corresponding changes to Your Websites and/ or IT infrastructure. We will communicate any such recommendations to You using the contact details provided by You.
- All data (including personal data within the meaning of the Data Protection Act 2004 ("Personal Data")) collected by Us in respect of Visitors and 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 Intellectual Property Rights to You.
- You shall process such Personal Data only in accordance with Our instructions and with Our consent.
4. YOUR OBLIGATIONS
- You shall promptly update Us with all information provided under Clause 1.1 to reflect any changes, and provide Us with such other information as We may reasonably request from time to time.
- You shall ensure that Your username and password are not disclosed to any third party other than those of Your employees, agents or professional advisors to whom knowledge of Your username and password is strictly necessary.
- You shall throughout the Licence Period prominently advertise the Products on all pages of Your Website and refer potential Customers to Our Websites via links contained in the Promotional Materials. You are entitled to the payment of Commission in consideration of Your continued promotion of Our Products. We reserve the right to reduce Commission percentages if You reduce your efforts to recruit new Customers. Your reduced or suspended promotion of our Products will be deemed to represent your termination of this Agreement.
- You shall not alter the form, location or operation of Promotional Materials without Our prior written consent.
- You shall not without Our prior written approval use anything but the unaltered Promotional Materials to promote the Products or Our Websites.
- You shall not create a direct link to the Promotional Materials on the Affiliate Website.
- You shall be solely responsible for the development, operation and maintenance of Your Website and for all content which appears on Your Website.
- You shall not, by any act or omission, do anything which in Our reasonable opinion is capable of adversely affecting Our standing or reputation.
- You shall not use an automated registration system to register or encourage the registration of Customers. Without prejudice to any other remedies which may be available to Us, You will not be entitled to any Commission in respect of any transaction involving a Customer registered in breach of this Clause 4.9 or otherwise in breach of this Agreement.
- You shall not directly or indirectly take part in, facilitate or encourage the activity commonly known as spamming.
- You shall not develop and/or implement any strategy which may be construed to be directly or indirectly aimed at marketing Us, the Products or Our Websites to those persons aged under 18 (or such higher age of majority as may apply in the jurisdiction that You may be targeting) or to any person resident in a jurisdiction where any service undertaken by Us may be illegal from time to time.
- You shall not bid on or use the words "Stan James" or 'stanjames.com', misspellings or variations of these words or trading names of any of the Products in any way to gain preferential listings on search engines, directories, portal, sponsored advertising service, referral service or any other kind of online database.
- You shall not include metatag keywords on Your Website which are identical or similar to any of the Marks.
- You shall not register any URL or domain names incorporating the Marks or any part of them.
- You shall ensure that the Promotional Materials which appear on Your Website are correctly formatted, presented and maintained in line with best industry practice and Our instructions and guidelines as provided by Us to You from time to time.
- You shall not place the Marks and/ or marketing materials on any website or other medium where the content and/ or material on such website or medium is potentially libellous, malicious, discriminatory, obscene, unlawful, sexually explicit, pornographic or violent or which is, in Our sole discretion otherwise unsuitable.
- You shall not copy or otherwise create a website that substantially resembles the "look and feel "of Our Websites, or promote any website that resembles in any way the "look and feel" of Our Websites, whether in whole or in part, nor utilise any such means or website to create the impression that such sites are Our Websites (or any part of Our Websites).
- You shall not do anything which may prejudice Our rights in the Marks, weaken their validity or diminish their associated goodwill.
- You shall comply with the legislation and other laws and regulations of all relevant countries including, without limitation, those relating to gambling, money laundering and/or the proceeds of crime, and shall comply with any policy notified to You through Our Website or otherwise in relation to the same.
- You shall not 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 Our Products and/ or Our Websites.
- You shall not use any device, robot, spider, software, routine or other method (or anything in the nature of the foregoing) to interfere or attempt to interfere with the proper functioning of Our Products and/ or Our Websites or any related information or transactions.
5. YOUR RIGHTS
- We grant to You for the Licence Period a non-exclusive, non-transferable licence to use the Promotional Materials (including the use of the Marks only in so far as they appear in the Promotional Materials) on Your Website solely for the purpose of directing Visitors and Customers to Our Websites (or such other purpose as may be agreed in writing under Clause 4.5) and in accordance with Clause 4.
6. CONDUCT OF CLAIMS
- In relation to any claim in respect of the Promotional Materials, the Marks, Our Intellectual Property Rights, the Products, Our Websites, Customers or Visitors during the Term:
- We shall have full control and discretion over the conduct or settlement of any negotiations and litigation from any claim in which case You shall provide Us with all assistance with such negotiations or litigation as We may request; or
- We shall require that You shall have full control over the conduct or settlement of any negotiations and litigation from any claim in which case You shall not refer to mention or include Us in such claim or settlement without Our prior written consent.
- You will indemnify Us (including for this purpose all of Our subsidiaries and holding companies and all other subsidiaries of such holding companies), keep Us indemnified and hold Us harmless against all actions, threats, proceedings, liabilities, losses, damage, costs (including reasonable legal costs) and expenses whatsoever which may be made against or incurred by Us arising out of or in connection with:
- Your negligence;
- any use by You of Our Marks and/or Promotional Materials;
- the development, operation and content of Your Website;
- any claim, representation or warranty made by You in connection with Us or Our Websites;
- Your breach of Clause 4.16;
- the sending by You of any messages from Your Website which are of an objectionable nature whether or not they may reasonably be defined as "spam"; and/or
- any breach by You of this Agreement.
8. REFERRAL COMMISSION CALCULATION AND PAYMENT
- Subject to the remainder of this Clause 8, We will pay referral commission to You in respect of Our Products as described in this clause 8 ("Commission"). We shall pay to You (in accordance with the provisions of clause 8.4) the currently published percentage (as detailed on the Affiliate Website) of Net Revenues received during the Term. "Net Revenues" means all gross monies received by Us on bets made by Customers in relation to the Products after deducting all of the following: (i) monies paid out to Customers as winnings, (ii) monies paid in the form of betting duties or taxes (or reasonable provisions in respect thereof) or other statutory deductions or licence payments, (iii) transaction charges levied by payment processors, (iv) the cost of bonuses, promotions and concessions paid to Customers as a promotional or marketing activity, (v) bad debts, (vi) monies attributed to fraud, (vii) provisions for transactions which are reversed by instruction from a payment service provider (commonly referred to as chargebacks), (viii) any royalty or licence fee which We must pay to a third party in order to use any software, technology or other product on Our Websites, and (ix) any other collectable revenue or deduction We are entitled to make pursuant to Our Customer standard terms from time to time;
- If the Net Revenues for any calendar month is a negative figure then our standard policy is that, at the end of that calendar month, the negative figure will be waived and the Net Revenue figure will be reset at zero for the subsequent calendar month. However We reserve the right to carry that negative figure forward to future months and only pay Commission when the cumulative Net Revenue is a positive figure.
- Our standard policy is to pay You an aggregate Commission in respect of all Customers and Products. However We reserve the right to calculate Commission separately: (i) in respect of the Net Revenue attributable to different Products; and (ii) in respect of Your Websites if you operate more than one.
- Subject to Clause 9.2.5, any amounts of less than £200 to be paid by international bank transfer will be carried forward and only paid when the cumulative total exceeds £200. For all other payment methods the minimum withdrawal amount is £50 and any amounts less than £50 will be carried forward and only paid when the cumulative amount exceeds £50.
- Any Commission which may be payable under this Clause 8 will be paid to You during the calendar month following the month in which the relevant transactions took place. We aim to pay You by not later than the 7th day in each month.
- Any payments made to You in a currency other than GBP (£) will be calculated at the exchange rate shown by XE.com (or such other financial institution as is notified on Our Affiliate Website from time to time) as at the last day of the month to which the payment relates.
- Duplicate registrations by Customers are not allowed under any circumstances and You are not entitled to receive any Commission for such duplicate registrations.
- If in Our sole discretion We suspect any Fraud Traffic, We may withhold payment to You of Commission for up to six (6) months while We investigate the relevant transactions. We are not obliged to pay Commission or any other monies to You for any Customers who, in Our sole discretion, are in any way related to Fraud Traffic, and We may elect to recalculate Your Commission payments in light of any such Fraud Traffic. For the avoidance of doubt, if any such Fraud Traffic occurs as a result of Your actions or omissions, it shall be considered a breach of this Agreement.
- This marketing opportunity is for commercial use only, and You may not make purchases, directly or indirectly using a tracking code, for Your own personal use or to fraudulently increase the Commission payable to You. If You wish to make test transactions to evaluate Our system, please contact firstname.lastname@example.org so We can refund the charges once You have completed Your testing. Transactions made in violation of this provision will be deemed Fraud Traffic and We will deduct such purchases or traffic from Your Commission.
- If there is any difference between the financial figures in Our database and those displayed on the Affiliate Area, then Our database figures will take precedence. If You disagree with any of the financial figures or Commission payable, You should not accept payment of such amount and should notify Us immediately. Any such dispute notices must be received by Us within thirty (30) days of the payment date of the relevant amount under Clause 8.4, or Your right to dispute the amount shall be deemed waived and You shall have no claims in such regard. Acceptance by You of any payment shall be deemed full and final settlement of the Commission due for that month, save that We reserve the right to correct such calculation at any time and to reclaim from You any overpayment made by Us to You.
- Without prejudice to any other rights or remedies which may be available to Us, We shall be entitled to set off any payments otherwise payable by Us to You against any liability of You to Us, including any claims We have against You.
9. TERM AND TERMINATION
- Either party may terminate this Agreement in its sole discretion immediately upon notice to the other at any time.
- Upon termination of this Agreement:
- any licences granted by Us to You under Clause 5 will terminate with immediate effect, as will any other rights which You may have under this Agreement to use the Marks any of Our other Intellectual Property Rights;
- You shall immediately remove all Promotional Materials from Your Website and stop promoting the Products;
- You shall immediately return all confidential information to Us;
- You will not be entitled to any Commission or any other payments which would have accrued in respect of Customers after the date of termination;
- without prejudice to any remedies to which We may be entitled and subject to Clause 8.6, We will pay You the full balance of Commission owed to You (whether more or less than £50);
- any provisions of this Agreement which are necessary for the interpretation or enforcement of this Agreement shall survive any such termination; and
- for the avoidance of doubt, You have no right to contact Visitors or Customers, or to any data in relation to them.
- You undertake that You will not at any time (including for the avoidance of doubt after the termination of this Agreement) use, divulge or communicate to any person, except to Your professional representatives or advisers or as may be required by law or any legal or regulatory authority, any confidential information concerning the business or affairs of Us which may have or may in future come to Your knowledge and You shall use Your best endeavours to prevent the publication or disclosure of any confidential information concerning such matters.
- 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.
11. RELATIONSHIP BETWEEN PARTIES
- Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture of any kind 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.
12. FORCE MAJEURE
- Neither party will be under any liability to the other for, damage, delay or any other matters of that nature whatsoever arising out of war, rebellion, civil commotion, strikes, lock outs and industrial disputes, fire, explosion, earthquake, acts of God, flood, drought, or bad weather or the requisitioning or other act or order by any Government department, council or other constituted body ("Force Majeure"), provided always that both parties will use all reasonable endeavours (but without an obligation to incur cost) to minimise the period of disruption caused by the Force Majeure.
13. LIMITATION OF LIABILITY
- Nothing in this Clause 13 shall limit Our liability for death or personal injury resulting from Our negligence or for fraud.
- Our aggregate liability in respect of any loss or damage suffered by You and arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the amount of Commission actually paid by Us to You pursuant to this Agreement in the 12 months prior to the event giving rise to such liability.
- We shall not be liable in contract, tort (including negligence) or for breach of statutory duty or in any other way for:
- any losses arising from any interruption, problem or error in the operation of or changes made to Our Websites and/ or IT infrastructure;
- any loss arising from or in connection with loss of revenues, profits, contracts or business or failure to realise anticipated savings;
- any loss of goodwill or reputation; or
- any indirect or consequential losses suffered or incurred by You arising out of or in connection with any other matter under this Agreement.
- Except as expressly provided for in this Agreement all conditions, warranties and representations implied by statute, common law or otherwise are excluded to the extent permitted by law.
14. APPLICABLE Law and Jurisdiction
- 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 Gibraltar.
- 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 or the legal relationships established by this Agreement, and waives any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.
- Without prejudice to Clause 4.16, any notice under this Agreement shall be given by email to the email address and for the attention of the relevant party set out (in Your case) in the Application Form or as otherwise notified to Us in accordance with Clause 4.1, or (in Our case) on the Affiliate Website from time to time.
- Any notice sent by email shall be deemed received 24 hours from the time of transmission unless the sender has received notification that such email has not been successfully delivered, provided that dispatch of the transmission from the sender's external gateway was confirmed.
16. WAIVERS AND REMEDIES
- No waiver of any breach of the other party's obligations hereunder shall represent a waiver of the waiving party's rights hereunder or of any subsequent breach.
- The rights and remedies provided by this Agreement are cumulative and (unless otherwise provided in this Agreement) do not exclude any other rights or remedies available in law.
17. THIRD PARTY RIGHTS
- 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.
- 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.
- If any provision of this Agreement is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid.
19. ENTIRE AGREEMENT
- This Agreement constitutes the entire agreement and understanding of the parties relating to the subject matter of the Agreement and supersedes any previous agreement or understanding between the parties in relation to such subject matter.
- Each of the parties acknowledges and agrees that in entering into this Agreement, it has not relied on any statement, representation, warranty, understanding, undertaking, 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. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this Clause it might otherwise have had in relation to any of the foregoing.
- Nothing in this Clause 19 shall limit or exclude any liability for fraud.
20. DEFINITIONS AND INTERPRETATION
- In these terms and conditions (except where the context otherwise requires) the following words shall have the following meanings:
"Affiliate Area" means the web pages which can be accessed from the Affiliate Website by members of the Affiliate Programme;
"Affiliate Programme" means the programme by which an affiliate can promote the Products using trackable promotional material provided by Us to such affiliate for displaying on its website in return for Commission;
"Affiliate Website" means the website located at the URL www.stanjames.com and at any URL with which We replace such URL from time to time (and such other web addresses which make available such website) and each of its related pages;
"Agreement" means these terms and conditions and the Application Form;
"Application Form" means the form on the Affiliate Website which must be completed by You in order to apply for participation in the Affiliate Programme;
"Business Day" means any day which does not fall on a weekend or a public holiday in Gibraltar;
"Commission" means the monies payable by Us to You as defined in Clause 8.1;
"Customers" means all persons who are tagged by Us as having been first referred to Us or Our Websites through Your Website and who are registered with Us to use the Products;
"Fraud Traffic" means any registrations, Net Revenue or any other traffic generated on Our Websites through illegal or unlawful means or any other action committed in bad faith with the intention or effect of defrauding Us or manipulating the Commission scheme (in each case as determined by Us in Our sole discretion), regardless of whether or not it actually causes Us harm or anyone has interfered with the fair operation of the Affiliate Programme;
"Intellectual Property Rights" means any copyright, database right, patent, rights in design, trademark or other intellectual property right of whatever nature whether registered or unregistered subsisting anywhere in the world;
"Licence Period" means the period commencing on the receipt by You of an email from Us as described in Clause 1.3, and continuing for the remainder of the Term,
"Marks" means Our trade names, trade marks, logos, domain names and any other of Our designations;
"Our"/"Us"/"We" means Stan James plc, a company registered under the laws of Gibraltar with registered number 69919 whose registered office is at 1 The Square, Marina Bay, Gibraltar;
"Our Websites" means the website located at the URL www.stanjames.com and its associated URLs and any URL with which We replace such URLs from time to time (and such other web addresses which make available such websites) and each of their related pages;
"Product" means any of the products included in the Affiliate Programme as notified on the Affiliate Website from time to time, and "Products" shall be construed accordingly;
"Promotional Materials" means banners, text links, audio content, editorial content and any other promotional materials that We make available to You via the Affiliate Website from time to time, which contain links to Our Websites;
"Term" means the period commencing upon the date that You acknowledge acceptance of the terms of this Agreement by indicating such acceptance on the Application Form, until such time as this Agreement is terminated in accordance with Clause 9 above;
"Visitors" means all visitors to Our Websites who are tagged by Us as having been first referred to Us or Our Websites through Your Website and who are not Customers;
"You"/"Your" means the individual or entity which has applied as the affiliate by ticking the relevant box on the Application Form as submitted at the Affiliate Website; and
"Your Website" means the website or websites listed by You in the Application Form.
- In this Agreement (except where the context otherwise requires):
- any reference to a Clause is to the relevant Clause of these terms and conditions;
- any reference to a "party" is a reference to a party to this Agreement and, subject to Clause 5, a reference to a "party" includes a reference to that party's successors in title, assignees and transferees (if any);
- the Clause headings are included for convenience only and shall not affect the interpretation of these terms and conditions;
- the words "subsidiary" and "holding company" have the meanings given to them by section 736 of the Companies Act 1985;
- any reference to a statute, statutory provision, subordinate legislation, code or guideline ("legislation") is a reference to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation; and
- any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
- This agreement is drafted in the English language. If this agreement is translated into any language other than English, the English language text shall prevail. Each notice, instrument, certificate or other communication to be given under this agreement shall be in the English language and, if that notice, instrument, certificate or other communication or this agreement is translated into any other language, the English language text shall prevail.
(Version 10 Revised September 2010)