Last Updated: October 5th, 2020
It is important that you read and understand the contents of these terms and conditions (the "Agreement"). By continuing with your application to join our affiliate programme, you are agreeing (subject to our approval of your application) to the terms and conditions of this Agreement. In order to make an application to join our affiliate programme, you must be the owner of, or acting on behalf of the owner of, the website that is signing up for this affiliate programme. If you do not agree with this Agreement or are not authorised to do so, you may not join the programme and you should discontinue your application.
REDNINES GAMING LTD, a Private limited Company formed under the laws of the United Kingdom, with headquarter in 22 Beckenham Grove, Flat 7, Bromley, United Kingdom, BR2 0XB, registration no. 11622562 holder of the license 000-056377-R-332572-001 issued by the UK Gambling Commission under the UK gambling laws and regulations and provides online remote betting (real events) and remote casino games.
the person/company set out on the relevant application form (hereinafter the “Affiliate”), enabling the Affiliate to join and become a member (if the Affiliate’s application is successful) of the Affiliates Program.
2. The Affiliate shall ensure and undertake that the information provided to the Company when completing the application form is complete, true and accurate in all respects.
3. Once the Affiliate is a member of the Program, it will promote the Brand by using Content on its Site in return for a Commission.
“Affiliate” means any natural and/or legal person who, after having entered into this Agreement, makes space on its website or other media platform (“Affiliate Site”) for the Content provided by the Company for the purposes of this Agreement.
“Affiliate Account” means the account set up by the Company based on the information provided by the Affiliate in the application form.
“Affiliate Account Manager” means any employee of the Company authorised to manage the business relationship between the Company and the Affiliate.
“Affiliate Guidelines” means the best practice guidelines for Affiliates published by the Company from time to time, and includes but is not limited to the guidelines set out in the ‘Affiliate Guidelines’ section of these terms and conditions and the ‘UK Marketing and Advertising Rules for Affiliates’ which can be found at Annex 1 hereto.
“Affiliate Site” means the Affiliate’s website, blog, forum, voucher code, email list or other mechanism or method designed or intended to refer Customers to the Company.
“Affiliate Programme” means any Affiliate programme available and where the context admits shall include the provisions described or contained in the Company's terms and conditions.
“Bonuses” means any so-called “free money”, “free bets”, “free spins”, “money back”, vouchers, rebates, discounts and/or similar that the New Customer can utilise as payment for stakes (bets).
“Brand” means Dr.Bet registered trademark.
“Commission” means the compensation due to the Affiliate based on the agreed percentage of Net Revenue (“Revenue Share”), Cost Per Acquisition, or other Reward Plan.
“Company Data” has the meaning given to it in article 9 hereof.
“Company” means REDNINES GAMING LTD, a Private limited Company formed under the laws of the United Kingdom, with headquarter in 22 Beckenham Grove, Flat 7, Bromley, United Kingdom, BR2 0XB, registration no. 11622562 holder of the license 000-056377-R-332572-001 issued by the UK Gambling Commission under the UK gambling laws and regulations and provides online remote betting (real events) and remote casino games.
“Confidential Information” means any information of a commercial value, considered essential for both Parties, such as, but not limited to technology, market and business information, financial reports, know-how, trade secrets, products, processes, business strategies, information concerning research, databases, New Customer lists, prospect and New Customer Data, supplier lists, marketing plans, product development, manner of operation or financial condition or prospects.
“Content” means material provided by the Company for the purposes of this Agreement, including, without limitation, text links (including Sub-Affiliate links), banners and other general advertising material.
“Controller” has the meaning given to it in applicable Data Protection Laws.
“Data Protection Laws” means any and all applicable data protection and privacy laws including (i) the EU General Data Protection Regulation (Regulation 2016/679); (ii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iii) UK Data Protection Act 2018, UK Privacy and Electronic Communications Regulations (PECR) and any and all EU Member State laws made under or pursuant to any of the foregoing, in each case as amended or superseded from time to time.
“Fraud Traffic” means deposits or transactions generated from Customers through illegal means or in bad faith regardless of whether or not it actually causes damage to the Company.
“Goodwill” means the benefit of a business having a good reputation under its name and regular patronage.
“Gross Revenue” means the value of the revenues generated by all customers referred by the Affiliate across all products, after the deductions of costs including but not limited to taxes, betting duties, third party commissions/fees for providing games and game software etc. Revenues generated would be equal to all (settled) bets less wins and in poker would be equal to the rake contributed through each qualified pot in cash ring games and/or the fees charged to customers to compete in poker tournaments. For the avoidance of doubt, any bet that is not accepted for a legitimate reason, at the sole discretion of the Company, shall not be considered a settled bet and shall not be included in the calculation of the Gross Revenue.
“Intellectual Property Rights” or “IPR” means any rights in computer software (including source codes), databases, know-how, design, copyright, trademarks, logos, service marks, domain names, brands, business names and/or all other rights of whatever nature whether registered or unregistered subsisting anywhere in the world, whether now known or created in the future.
“Link” means the link the Company supplies to the Affiliate for inclusion on the Affiliate Site which when clicked on by a Customer identifies that the Customer has been referred by the Affiliate and the relevant Affiliate Programme.
“Net Revenue” means the monthly Gross Revenue after the deduction of costs including but not limited to financial transaction fees, bonuses, loyalty rewards and chargebacks.
“New Customer Data” means any information and data (including Personal Data) relating to New Customers.
“New Customer” means any person that registers with the Brand after clicking on the Content, excluding any person that already exists in the Company’s Brand customer database or that has previously closed a customer account and opened a new one through the Affiliate. A customer will be linked to the last Affiliate who referred the customer to the Company based on the affiliate tracking cookie.
“New Depositing Customer” means a New Customer who has made a first minimum deposit with the Company which is used for bona fide transactions with the aim to establish and enter into a normal commercial relationship with the Company within the framework of the business. The customer registration and the first deposit do not have to be simultaneous.
“Parties” means the Company and the Affiliate (each a “Party”).
“Payment Agent” means any third party appointed by the Company to carry out on its behalf and make payments to the Affiliates.
“Personal Data” means any information relating to an identified or an identifiable natural person (data subject) who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural persons.
“Processing” means any operation or set of operations which is performed on Personal Data such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
“Processor” has the meaning given to it in applicable Data Protection Laws.
“Products” means the betting and gaming products offered by the Company. This includes but is not limited to online sports betting, poker, casino and bingo.
“Reward Plan” means any financial model agreed between the Parties to compensate the Affiliate for its marketing activities.
“Security Breach” means an accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Personal Data.
“Sub-Affiliate” means any natural and legal person who, after having entered into collaboration with the Affiliate, makes space on its website or other media platform available to post Content for the acquisition of New Customers.
“Website” means the website drbet.partners and such other linked or associated websites operated by the Company for the promotion of Affiliate Programmes which the Affiliate may advertise and market to Customers via the Affiliate Site.
“Working Day” means every day from Monday to Friday inclusive, excluding public holidays and weekends.
Words importing one gender include all other genders and words importing the singular include the plural and vice versa.
3.1. The Affiliate shall apply to join the Affiliate Programme by completing the registration form on the Website.
3.2. Completion and submission of the registration form shall signify the Affiliate’s acceptance of these Terms and Conditions and any amendments thereto made by the Company from time to time and published on the Website. After the submission of the registration form, the Company reserves the right to verify the Affiliates identity based on the information provided by the Affiliate and reserves the right for obtaining further information from public and other data sources. The Company also reserves the right to request any supporting documents for KYC procedures, both during the registration process and on an on-going basis as required, for the purposes of Customer Due Diligence. Supporting documents required may include (but are not limited to), any or all of the following:
For Individuals: Valid Photo Identification such as: a copy of a valid passport or driving licence. Valid Proof of Address such as: copy of a utility bill , letter of reference from the individuals bank or a copy of a bank statement; not more than 3 months old.
For Companies: a copy of the company’s certificate of incorporation; register of Members & Shareholders, articles of association (or equivalent document); duly approved corporate resolution; certificate of good standing.
3.3. The acceptance or rejection of the Affiliate’s application to join the Affiliate Programme shall be determined by the Company at its sole discretion. If accepted the Agreement shall commence on the Commencement Date and shall continue until terminated in accordance with these Terms and Conditions.
3.4. The Affiliate shall be responsible to ensure that all its Sub-Affiliates and agents which shall fully comply with all the provisions of this Agreement. Any breach by a Sub-Affiliate of the Agreement will be deemed to be a breach of this Agreement by the Affiliate.
4.1. The Company requires third party advertising space to promote the Brand to increase its business, notably via increasing the number of New Depositing Customers, and will, from time to time in cooperation with third parties, negotiate, sign and carry out its affiliate marketing strategy.
4.2. The Company has set itself, the following three objectives when promoting its services and the Brand to customers:
4.2.1 The Company wishes to prevent gambling from being a source of crime and or disorder, being associated with crime or disorder and/or being used to support crime;
4.2.2 The Company wishes to ensure that gambling is conducted in a fair and open way; and
4.2.3 The Company intends to protect children and vulnerable persons from being harmed and/or exploited by gambling.
4.3 The Affiliate acknowledges that it will respect the above objectives and agrees that it will act at all times in a manner that is consistent with these objectives during the Term of this Agreement.
4.4. The Affiliate acknowledges that the Company holds a gambling licence in UK and is subject to such UK laws and regulations that relate to promotion of gambling and specifically promoting gambling and soliciting bets. The Affiliate acknowledges that it may be jointly responsible with the Company to the gambling or advertising authority for any promotion or advertising done on behalf of the Company that is not in compliance with the laws and regulations.
4.5. The Affiliate further confirms that it operates the Site, where the Content will be placed, under its own name and that it is fully and without restrictions authorised to dispose thereof.
4.6. With respect to the European Union Fifth Anti-Money Laundering Directive, UK laws on the prevention of money laundering and financing of terrorism, the Affiliate will be required to verify their identity by providing copies of personal and, where applicable, company identification and registration documents.
4.7. Unless otherwise agreed in writing by the Parties, each Party shall remain exclusively responsible for all and any expenses (including investment and/or running costs) incurred in respect of the obligations it undertakes under this Agreement and will have no right of recourse against the other Party in respect thereof.
5.1. During the Term of this Agreement, the Affiliate shall use its reasonable endeavours to display the most up to date Content on the Affiliate Site in a manner and location agreed by the Parties. The Affiliate shall not alter the form or operation of the Content without the Company’s prior written consent.
5.2 At all times the Affiliate agrees to be bound by the Company’s Affiliate Guidelines which can be found in Annex 1 of this Terms and Conditions.
5.3. The Affiliate agrees to give the Company reasonable assistance in respect of the display, access to, transmission and maintenance of the Content.
5.4. Any advertising material (of any kind whatsoever) created by the Affiliate and related to the Company shall require the Company’s prior written approval.
5.5. The Affiliate shall ensure that it does not place any Content on pages of the Affiliate Site targeting individuals under the legal gambling age, assist or encourage others to market and promote any Content, the Brand and the Company’s services to anyone under the legal gambling age.
5.6. The Affiliate shall ensure that all marketing, advertising and promotions include reference to the terms and conditions and the wording set out below:
all relevant Affiliate ads should be clearly and prominently marked ‘#ad’.
5.7. The Affiliate shall not purchase or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service which are identical or similar to any of the Company’s trademarks or any other Brand belonging to the Company, or variations thereof in the “domain name”, (i.e. after any prefixes but before the top level domain suffix), or include metatags on the Affiliate Site which are identical or similar to any of the Company’s trademarks. The Affiliate shall not create pages falsely representing any Brand in any social media channels (including, but not limited to, Facebook, Google +, Twitter etc.).
5.8. The Affiliate’s and the Company’s employees, related corporations, partners, agents, contractors, representatives and suppliers (including themselves, their friends, immediate family members, spouses, partners and housemates) are not eligible to participate in the Program.
5.9. The Affiliate shall not:
a) directly or indirectly offer any person or entity any incentive (including but not limited to money) to access the Site and use the Content on the Affiliate Site (e.g. by implementing any “rewards” program for persons or entities who use such content);
b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to the Company by any person or entity;
c) 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 the Products and/ or the Company’s websites or any related information or transactions;
d) engage in transactions of any kind on the Company website on behalf of any third party, or authorise, assist, or encourage other third parties to do so;
e) take any action that could reasonably cause any confusion as to the Company’s relationship with the Affiliate, or as to the Site on which any transactions are occurring;
f) promote the Brand in any way other than by using the Content on the Affiliate Site in accordance with this Agreement without the Company’s prior written consent;
g) post or serve any advertisements or Content on any website not owned by the Affiliate using framing techniques including but not limited to pop-up/pop-under windows, or assist, authorise or encourage any third party to take any such action without the Company’s prior written consent;
h) attempt to artificially alter monies payable to the Affiliate by the Company in any way, including but not limited to colluding with New Customers referred by the Affiliate, or other Affiliates and/or by the creation of multiple Affiliate Sites or accounts to hedge bets, offset losses or otherwise gain a financial advantage;
i) attempt to intercept or redirect (including, without limitation to user-installed software) traffic from or on any other website that participates in the Program;
j) register more than one Affiliate account with the Program. Any exceptions must be confirmed in writing by the Company;
k) use any form of spam (including search engine spamming or spamdexing) or unsolicited mail in its attempts to refer New Customers to the Site;
l) be under eighteen (18) years of age and must be able to provide the Company upon request at any time, a copy of his/her ID, billing address and/or other documents. Refusal to do so may be considered, at the Company’s sole discretion, as fraudulent activity;
m) fail to keep the Affiliate Site content compliant with any content and phrasing obligations and/or restrictions imposed on the Company by legal and/or regulatory requirements and/or third-party suppliers. In the event that the Affiliate, for any reason, does not have knowledge of such obligations, the Affiliate must update its Site within two (2) Working Days upon receipt of a notification from the Company;
n) apply for a new Affiliate account if it previously had an account closed due to breach of the Agreement;
o) breach Affiliate Guidelines;
5.10. If the Company determines, at its sole discretion, the Affiliate has engaged in the activities specified above, the Company shall have the right to:
a) suspend any payments due to the Affiliate while the Company investigates any suspected breach, and/or;
b) alter the Reward Plan of the Affiliate and/or;
c) withhold payment of any Commission due to the Affiliate that has derived from the breach, and/or;
d) retain the Commission until the debt is settled or invoice the cost incurred by such breach and/or;
e) terminate the Agreement immediately.
If the investigation made by the Company leads to the conclusion that there is no breach, the Company shall pay the Affiliate all suspended or withheld payments.Direct Marketing
5.11. The Affiliate shall only send marketing messages to recipients who have provided freely given, specific, informed and unambiguous consent to receive marketing from the Affiliate in relation to the Website, in accordance with applicable Data Protection Laws, such consent having been reaffirmed by the recipient at least within the last year.
5.12. The Affiliate shall make each recipient aware that the marketing messages can be sent in the interests of Rednines Gaming LTD (trading as Dr.Bet). For the avoidance of doubt, providing reference to ‘third parties’ or ‘partners’ are not tightly defined and shall be considered too general to demonstrate valid consent.
5.13. If the Affiliate markets and promotes the Website via email, the Affiliate shall include the Company on its marketing list by copying compliance @drbet.partners to the relevant email, and send all email marketing to the Company each time it uses email marketing.
5.14. The Affiliate shall clearly display a message in each such communication to state who is sending such marketing communications (and confirm they are not being sent by the Company itself).
5.15. The Affiliate shall clearly display an unsubscribe feature in each such communication clearly detailing methods of unsubscribing from the mailing list.
5.16. The Affiliate shall not send any promotional offers relating to the Website to recipients under the age of 18.
5.17. The Affiliate shall keep a record of recipient’s consent, and when and how the Affiliate got this consent, to demonstrate the compliance with the Affiliate’s obligations as per clauses 5.11-5.16 hereof, and shall provide such evidence to the Company upon request.
5.18. Any report of Affiliate non-compliance will be investigated immediately, and the Company may, in its sole discretion, suspend the account of the Affiliate in question pending the review or investigation of the reported non-compliance. If the Affiliate’s non-compliance would be confirmed, the Company is entitled to take actions specified in the clause 5.10 hereof.
5.19. Without prejudice to any other indemnity contained in the Agreement, the Affiliate is obliged to indemnify and hold the Company harmless against claims, actions, proceedings, losses, damages, expenses and cost (including without limitation court costs and reasonable legal fees) arising out of or in connection with any unsolicited email marketing communication sent by the Affiliate.
5.20. The Affiliate shall share safer gambling related content on a quarterly basis with its customer base.
6.1. The Company shall provide the Affiliate with the Content for the purposes of this Agreement and may update such Content from time to time.
6.2. The Affiliate shall comply with the Company’s instructions to track New Customers. The Company shall use its reasonable endeavours to ensure that whenever a New Customer is directed to its websites and registers an account, the relevant New Customer is identified as originating from the Site. However, the Company shall not be held liable if it is unable to identify a New Customer as originating from such Site.
6.3 The Company shall be entitled to use any of its rights or fulfil any of its obligations hereunder.
6.4 The Company shall be entitled to accept or decline any Affiliate’s application at its sole discretion.
6.5. The Company has the right to monitor the Affiliate Site to ensure that the Affiliate is complying with the terms of this Agreement. The Affiliate shall provide (and at no charge), the Company with all data and information to perform such monitoring.
6.6. The Company (its internal and external, financial and accounting auditors) has the right to audit all relevant records during the Term of the Agreement and for two (2) years afterwards. The Affiliate shall allow the Company and/or its auditors access to such records for the purposes of conducting the audit.
Commission shall be paid to the Affiliate at the individually agreed rate as per the commission structure for each Customer.
The Affiliate shall remain responsible for all bank charges on Commission payments whether in respect of electronic transfers, foreign currency exchange commission, correspondent bank charges or otherwise.
No Commission shall be payable in respect of Fraud Traffic or as a result of other unethical or illegal activities and we shall be entitled to reclaim Commission arising from Fraud Traffic or to deduct and set-off such Commission against future Commission payments.
The Affiliate shall be responsible for all taxes payable in respect of the Commission.
No commission will be payable for revenue generated from player accounts that the Company deem to be fraudulently “linked” to the Affiliate account in any way. This includes staff, family members, agents and associates of the Affiliate and any related entity. If the Company deem the linked account activity to be fraudulent, we reserve the right to withhold funds from Affiliate account. Any bespoke commission structures (reward plans) are subject to revision based on performance.
8.1. Nothing in this Agreement shall constitute any licence, assignment, transfer or any other rights of any Intellectual Property Rights, including, without limitation, patents, trademarks, service marks, registered designs, copyrights, database rights, rights in designs, inventions and Confidential Information, etc. which arise in result of entering into or for the purpose of this Agreement.
8.2. All Intellectual Property Rights created and/or deriving out of this Agreement, including, without limitation, banners, advertising material, the Database and Personal Data, shall be or become the sole property of the Company, and the Affiliate shall have absolutely no rights therein.
8.3. The Company grants the Affiliate a non-exclusive and worldwide right to display the Content on the Affiliate Site as set out in this Agreement and in accordance with the Company’s guidelines as may be provided to the Affiliate from time to time. All Intellectual Property Rights and any Goodwill arising from the Content and in all Products, associated systems and software relating to the services provided by the Company to its customers from time to time shall remain the property of the Company. The Affiliate shall not use the Content in any way that is detrimental to the Company or the reputation or Goodwill of the Company. The Affiliate shall not alter or modify, in any way, the Content without the Company’s prior written consent.
8.4. The Affiliate agrees that its Site shall not resemble in any way the appearance and/or the general impression of the Company’s website(s), nor will the Affiliate create the impression that the Affiliate Site is the Company’s website(s), or any part thereof.
8.5. Upon termination of the Agreement between the Parties, each Party shall return to the other Party all proprietary material or information and, as the case may be, destroy in a manner acceptable to the other Party all remaining copies of the same. Notwithstanding any disposition contrary to this Agreement, the Affiliate acknowledges that – upon such termination – it shall not keep a copy of the Content, the Database, Personal Data or Confidential Information, and may not exploit, directly or indirectly, Company proprietary information, materials or works.
9.1. Subject to article 9.4, the Company and each Affiliate shall be independent Controller for the Personal Data they hold and are not joint data controllers under Data Protection Laws.
9.2. Subject to article 9.4, the Company and each Affiliate shall in particular but not limited to:
9.2.1. comply at all times with its responsibilities and obligations under the applicable Data Protection Laws, including but not limited to fair and lawful Processing, data retention and deletion and safeguarding data subjects’ rights, and shall be individually and separately responsible for complying with the their obligations as Controllers under Data Protection Laws;
9.2.2. cooperate with each other to set out the requirements to meet relevant obligations of Data Protection Laws (for example in respect of data portability, subject access, lawful access requests and requests for rectification, amendment and disposal);
9.2.3. comply with the terms of this Agreement and shall not perform any of its obligations under the Agreement in such a way as to cause the other Party to breach any of its obligations under Data Protection Laws; and
9.2.4. in the event either party becomes aware of an actual or suspected Security Breach, notify the other affected Party within 48 hours of identification of the breach and to consult with one another about such steps as may reasonably be necessary or appropriate to investigate, mitigate and remediate the breach and otherwise to discharge their respective obligations under applicable Data Protection Laws.
9.3. Without prejudice to any other indemnity contained in the Agreement, Affiliate shall indemnify and keep indemnified the Company from and against all liabilities and amounts, including all: (a) costs (including legal costs), claims, demands, actions, settlements, ex-gratia payments, charges, procedures, expenses, losses and damages (including relating to material or non-material damage, which includes emotional distress); (b) loss or damage to reputation, brand or goodwill; and (c) to the extent permitted by applicable laws and regulations: (i) administrative fines, penalties, sanctions, liabilities or other remedies imposed by a supervisory authority; (ii) compensation paid to a data subject; and (iii) the costs of compliance with investigations by a supervisory authority, suffered or incurred by, awarded against or agreed to be paid by the Company, arising from or in connection with any breach by the Affiliate of this Agreement.
9.4. The Company may choose to make available certain Personal Data to the Affiliate from time to time for the sole purpose of allowing the Affiliate to verify the Commission paid or payable by the Company (“Company Data”). In respect of this Company Data only, the Parties shall be bound by the terms in Annex 2. by the Company (“Company Data”). In respect of this Company Data only, the Parties shall be bound by the terms in Annex 2.
10.1. Each Party represents and warrants to the other that it has and will retain, throughout the Term, all rights, title and authority to accept the terms of this Agreement. Each Party grants to the other Party all relevant means to perform the obligations mentioned under this Agreement.
10.2. Each Party to this Agreement represents, warrants and undertakes to the other that it has obtained and will maintain in force all necessary registrations, authorisations, consents and licences necessary to fulfil its obligations and that it fully complies with, and shall continue fully to comply with, the conditions set out under article 3 and all applicable laws and regulations. The Affiliate further represents, warrant and undertakes that it has not been and is not currently subject to any regulatory or legal action in any country in the world.
10.3. The Affiliate represents, warrants and undertakes that the Affiliate Site shall not contain, or link to, any material which is defamatory, pornographic, unlawful, harmful, threatening, obscene, harassing, or racially, ethnically, or otherwise objectionable or discriminatory, violent, politically sensitive or otherwise controversial or in breach of any third-party rights (including but not limited to IP infringing websites).
10.4. The Affiliate must provide information on responsible gambling using links directed to www.begambleaware.org
10.5. The Affiliate must not deliberately provide facilities for gambling in such a way as to appeal particularly to minors, for example by reflecting or being associated with youth culture.
10.6. The Affiliate acknowledges and accepts:
The compliance with the
a) the UK Gambling Act 2005;
b) the Licence Conditions and Codes of Practice (LCCP) issued by the Gambling Commission;
Its obligation to comply with said standards and policy:
The latest version of GAMBLING INDUSTRY CODE FOR SOCIALLY RESPONSIBLE ADVERTISING -
EGBA standards available online: latest version of which is here - https://www.egba.eu/uploads/2018/11/EGBA-Standards-October-2011.pdf
EGBA Code of Conduct on Responsible Advertising for Online Gambling https://www.egba.eu/uploads/2020/04/200625-EGBA-Code-of-Conduct-on-Responsible-Advertising-for-Online-Gambling.pd
UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (CAP Code) - https://www.asa.org.uk/codes-and-rulings/advertising-codes/non-broadcast-code.html
Guidance for Advertisers of Free Bets and Bonuses - https://www.asa.org.uk/uploads/assets/uploaded/08173495-b3af-40a3-943fd92505be58c2.pdf
10.7. Each Party warrants that it has:
complied with all applicable laws, statutes, regulations, guidance, recognised practice and codes, relating to the prevention of tax evasion and/or the prevention of the facilitation of tax evasion (whether within, or outside of, the United Kingdom) including but not limited to the Criminal Finances Act 2017 (“CFA 2017”);
not done, failed to do or been engaged in any activity, practice, conduct or thing which would (or the omission of which would) constitute: a. a UK tax evasion offence within the meaning of section 45(4) of the CFA 2017 (“UK Tax Evasion Offence”); b. a foreign tax evasion offence within the meaning of section 46(5) of the CFA 2017 (“Foreign Tax Evasion Offence”); or c. a facilitation of UK Tax Evasion Offence within the meaning of section 45(5) of the CFA 2017; or d. or facilitation of Foreign Tax Evasion Offence within the meaning of section 46(6) of the CFA 2017; or e. failure to prevent a Facilitation Offence within the meaning of sections 45 or 46 of the CFA 2017;
carried out periodic assessments of the risk of one or more of it and its employees and other associated persons committing a Facilitation Offence;
put in place (and will all times maintain) policies and procedures, including prevention procedures under the CFA 2017, to ensure continued compliance with the CFA 2017 and has taken steps, so far as it is reasonably practicable to do so, to ensure that its associated persons have adhered to such policies and procedures;
used commercially reasonable endeavours to ensure that its relevant associated persons (including, where relevant, employees, officers, subsidiaries, subcontractors or any third-party providing services for or on behalf of the Party) comply with the obligations laid down in this clause; and
adhere to the requirements and principles of the Bribery Act 2010
11.1. The Company makes no representation that the operation of its website will be uninterrupted or error-free and the Company will not be liable for the consequences of any interruptions or errors.
12.1. The Affiliate shall indemnify on demand and hold harmless the Company and each of its associates, officers, directors, employees, agents, shareholders and partners from and against any and all losses, demands, claims, damages, costs, expenses (including without limitation consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by Company resulting from any breach, non-performance or non-observance by the Affiliate of any of the obligations or warranties specified under this Agreement.
13.1. Nothing in this article 13 shall limit the Company’s liability for death or personal injury resulting from negligence or fraud.
13.2. The Company’s aggregate liability in respect of any loss or damage suffered by the Affiliate 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 the Company to the Affiliate pursuant to this Agreement in the 12 months prior to the event giving rise to such liability.
13.3. The Company shall not be liable in contract, tort (including negligence) or for breach of statutory duty or in any other way for:
13.3.1. any losses arising from any interruption, problem or error in the operation of or changes made to the Company’s Products and/ or Technical Platform;
13.3.2. any loss arising from or in connection with loss of revenues, profits, contracts or business or failure to realise anticipated savings;
13.3.3. any loss of goodwill or reputation; or
13.3.4 . any indirect or consequential losses suffered or incurred by the Affiliate arising out of or in connection with any other matter under this Agreement.
13.4. 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.
14.1. The terms of this Agreement shall no longer be considered applicable in the event the Company is obliged to leave a market due to market condition changes, legal and/or regulatory changes. In such cases, the existing customer accounts opened within that market can be closed.
15.1. The terms of this Agreement apply from the date the Company notifies the Affiliate that its application has been successful in accordance with the introductory provisions of this Agreement and shall continue thereafter unless and until terminated according to this article 15.
15.2. The Company may terminate this Agreement immediately by written notice if:
the Affiliate commits a breach of its material obligations under this Agreement and in the case of a remediable breach, fails to remedy it within 30 days of the date of receipt of notice from the other;
the Affiliate becomes insolvent or is unable to pay its debts, proposes a voluntary arrangement, has a receiver, liquidator, administrator or manager appointed over the whole or any part of its business or assets or if any application 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;
the Affiliate sells its business, or any part herein, and/or registers any change of beneficial owner or in case the Purchasing Company’s activities are either in conflict with the Company’s (for example the Affiliate Site is purchased by companies providing the same or similar services) or if its practices falls within article 10.3 of this Agreement;
the legal and/or regulatory situation in the market has changed or is in the process of changing to such an extent that the objectives of the Agreement can no longer be achieved and/or no longer correspond to the market reality;
if the Affiliate does not generate any New Depositing Customers for a period of 6 months.
if the Company suspects – and has reasonable proof – that the Affiliate is engaging in illegal activities or has repeatedly breached the provisions this Agreement.
15.3. Notwithstanding articles 15.1, 15.2 either Party may terminate the Agreement at any time by giving thirty (30) days written notice to the other Party.
15.4. Following termination of this Agreement, the Affiliate will only be entitled to receive the outstanding Commission due as of the effective termination date of this Agreement. However, the Company may reasonably withhold the Affiliate’s final payment to ensure that the correct amount is paid. After such payment, the Affiliate will no longer be entitled to receive any other Commission.
15.5. For any and all termination notices, delivery via e-mail is considered a written and immediate form of notification.
16.1. Unless otherwise provided for, this Agreement shall constitute the entire agreement and understanding superseding any previous agreement – between the Parties. Each Party acknowledges and agrees that by entering into this Agreement, 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 in this Agreement or not) other than as expressly set out in this Agreement. Nothing in this article shall operate to limit or exclude any liability for fraud.
16.2. 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 the 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.
16.3. The Affiliate shall not, without the Company’s prior written consent, assign at law or in equity (including without limitation by way of a charge or declaration of trust), sub-licences or deals related to this Agreement or any other rights under it, or sub-contract any or all of its obligations under it or purport to do any of the same. Any purported assignment in breach of this article shall confer no rights on the purported assignee.
16.4. If any of the provisions of this Agreement shall be found by any authority 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.
16.5. Any notice given or made to the Company under the terms of this Agreement shall be sent via email to your Affiliate Account Manager with copy to [email protected] (or as otherwise notified by the Company).
16.6. Each Party undertakes that it will not at any time hereafter 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. Each of the Parties shall use its reasonable endeavours to prevent the publication or disclosure of any confidential information concerning such matters.
16.7. 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 an agent for the other. Neither Party shall have the authority to act in the name or on behalf of the other Party or otherwise to bind the other Party 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).
16.8. Neither Party shall make any announcement relating to the terms of this Agreement nor its subject matter without the other Party’s prior written approval, except as required by law or by any legal or regulatory authority.
16.9. 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 laws of England and Wales. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with this Agreement or the legal relationships established by this Agreement.
The purpose of this document is to provide guidance for Affiliates advertising to UK customers, with regards to acceptable marketing and advertising procedures, as per the rules set by Advertising Standards Authority (ASA), the UK Gambling Commission and the Information Commissioners Office (ICO).
As a UK-licenced operator, we must ensure that all third parties and Affiliates advertising on its behalf do so in a socially responsible manner, and follow the regulations and rules issued by the relevant authorities.
1. Marketing communications must not contain anything that is likely to cause serious or widespread offence. Particular care must be taken to avoid causing offence on the grounds of race, religion, gender, sexual orientation, disability or age. Compliance will be judged on the context, medium, audience, product and prevailing standards.
2. Marketing communications must not cause fear or distress without justifiable reason; if it can be justified, the fear or distress should not be excessive.
3. Affiliate must not use a shocking claim or image merely to attract attention.
4. References to anyone who is dead must be handled with particular care to avoid causing offence or distress.
5. Affiliate must take particular care not to include in their marketing communications visual effects or techniques that are likely to adversely affect members of the public with photosensitive epilepsy.
6. Marketing communications must not include gender stereotypes that are likely to cause harm, or serious or widespread offence.
7. Affiliate shall not violate intellectual property rights, trademarks and copyrights of third parties.
8. Do not create confusion between trademarks, trade names, other distinguishing marks of competitors; Affiliate must not discredit or denigrate the trademark, trade name or other distinguishing mark, goods, services activities or circumstances of a competitor.
1. Marketing communications must be socially responsible, with particular regard to the need to protect children, young persons and other vulnerable persons from being harmed or exploited.
2. Significant terms and conditions must be included in the advert or headline, unless the advert is so small that it is impossible to do so. Where it is impossible to display these, they must be available on a webpage not more than one click away from the advert.
3. Significant terms and conditions should contain any key restrictions which may limit how long an offer is available or where a player must meet minimum wagering requirements. They should always be made clear and available to the player before and during play.
4. Marketing communications must not:
a. portray, condone or encourage gambling behaviour that is socially irresponsible or could lead to financial, social or emotional harm;
b. exploit the susceptibilities, aspirations, credulity, inexperience or lack of knowledge of children, young persons or other vulnerable persons;
c. suggest that gambling can provide an escape from personal, professional or educational problems such as loneliness or depression;
d. suggest that gambling can be a solution to financial concerns, an alternative to employment or a way to achieve financial security;
e. portray gambling as indispensable or as taking priority in life; for example, over family, friends or professional or educational commitments;
f. suggest that gambling can enhance personal qualities, for example, that it can improve self-image or self-esteem, or is a way to gain control, superiority, recognition or admiration;
g. suggest peer pressure to gamble nor disparage abstention;
h. link gambling to seduction, sexual success or enhanced attractiveness;
Ads must never link gambling with seduction, sexual success or enhanced attractiveness. It is acceptable to feature attractive people in ads, as long as the ad as a whole does not link gambling with seduction, sexual success or enhanced attractiveness. Where characters in ads are treated with admiration by others as a result of their gambling, this can breach the Codes by linking gambling and enhanced attractiveness, improved self-image or self-esteem. Ads linking transformations of characters’ appearance, image or other qualities after gambling can imply that gambling could result in enhanced attractiveness and an improvement in self-image.
i. portray gambling in a context of toughness or link it to resilience or recklessness;
j. suggest gambling is a rite of passage1;
k. suggest that solitary gambling is preferable to social gambling;
l. be likely to be of particular appeal to children or young persons, especially by reflecting or being associated with youth culture;
m. include a child or a young person. No-one who is, or seems to be, under 25 years old may be featured gambling. No-one may behave in an adolescent, juvenile or loutish way. Individuals who are, or seem to be under 25 years old (18-24 years old) may be featured playing a significant role only in marketing communications that appear in a place where a bet can be placed directly through a transactional facility, for instance, a gambling operator's own website. The individual may only be used to illustrate specific betting selections where that individual is the subject of the bet offered. The image or other depiction used must show them in the context of the bet and not in a gambling context;
n. exploit cultural beliefs or traditions about gambling or luck;
o. condone or encourage criminal or anti-social behaviour;
p. condone or feature gambling in a working environment. An exception exists for licensed gambling premises;
q. shall no contain nothing that is likely to lead people to adopt styles of gambling that are unwise.
r. the advertisements shall not be directed at people under 18 through the selection of media, style of presentation, content or context in which they appear. No medium is used to advertise betting and gaming if more than 20% of its audience is under 18 years old.
Colourful and exaggerated cartoon-style graphics are likely to be considered to have particular appeal to under-18s, as are cartoon animals. Characters from, or similar to those from, children’s TV, films, nursery rhymes and fairy tales are similarly at risk of being particularly appealing to children.
Affiliate should avoid the use of themes or content associated with youth culture, including music, video games, fashion, language and other cultural references. For example, a piece of older music that has a broad age range of listeners is unlikely to have an association with youth culture, while new music targeted at young people is more likely to.
When using humour in marketing communications, Affiliate should avoid styles or approaches likely to have particular salience for under-18s; for example, slapstick or juvenile humour, stories and games and in combination with other features of an ad made it likely to appeal particularly to children.
s. there shall be honesty at all times with regard to the chances of winning, the likelihood of a big win, and the odds or payout ratio that applies to the gambling on offer.
t. Advertising and promotional material will carry a reference to the need to keep gambling under control or a similar message.
5. Affiliate shall obtain the consent of any recipients to receive marketing from the Affiliate in relation to the Website, in accordance with applicable Data Protection Laws, prior to any messages being sent to such recipients, and shall present such recipients with a fair processing notice that makes reference to such processing and clearly display a message in each such communication to state who is sending such marketing communications (and confirm they are not being sent by the applicable Website). The Affiliate shall clearly display an unsubscribe feature in each such communication clearly detailing methods of unsubscribing from the mailing list.
6. Do not use third party email lists.
7. Do not induce in any form (by sending emails with promotions, marketing calls, etc) self-excluded customers to gamble. Notwithstanding the expiry of the period of self-exclusion chosen by a customer, no marketing material should be sent to them unless and until they have asked for or agreed to accept such material.
1 A rite of passage is a ceremony or ritual of the passage which occurs when an individual leaves one group to enter another. It involves a significant change of status in society
Bonus amounts cannot under any circumstances appear as a standalone number and currency, as it may be perceived as real money. This is misleading and can cause confusion. It must be mentioned that the amount is received as a bonus (£100 freeplay, £100 to play with, £100 bonus, etc.).
- Get £25 – not compliant
- Get £25 BONUS / Get £25 FREEPLAY – compliant
- Get £25 to play with – compliant
When advertising a deposit bonus, always include in the main copy of the ad information regarding what the maximum bonus is.
- Get a 100% bonus on your first deposit! – not compliant
- Get a 100% bonus (up to £25) on your first deposit! – compliant
Make sure that promotions labelled as money back or cashback are paid out in real funds, not bonus funds. If the win is paid out as bonus, it must be labelled as such, e.g. bonus-back.
“Free” claims in promotions. If claiming that something is free, gratis, without charge, this must be objectively substantiated. Marketing communications must not describe something as free or similar, if the consumer must pay (i.e. by depositing, wager, or spending their own money in some other way) in order to redeem the offer. Marketing communications must make clear the extent of the commitment the player must make to redeem the offer.
When an offer is genuinely free, it is fine to use the word free. HOWEVER: it must be made clear what exactly is free. For example:
- Free bonus
- Free tickets
- Free cash
Take great care when claiming something is risk free – do not play down risk, even when it is light hearted. Do not under any circumstances claim that gambling is risk free!
The term ‘Risk Free’, ‘No Risk’, ‘Urgent’, Now’, ‘Hurry’, ‘Can’t lose’, ‘Get Rich’, ‘Win Big’ or variations of must not be used under any circumstances in relation to the Company’s offers.
For terms and conditions to be deemed easily accessible, they must always appear:
- above the fold, if on the web-page, and2
- as close to the offer headline as possible and
- in a clear, timely, intelligible, unambiguous, transparent and non-misleading manner.
Note that simply stating “T&C apply” and linking to the full terms is not enough if there is space to include more significant terms – unless the ad is so small that no terms can practically be included.
If time and space in the advert is genuinely limited and it is impossible to display full promotional terms and conditions, or significant terms and conditions (e.g. in a paid search marketing), a prominent and clear direct link (one click away) to the full terms and conditions must be included.
It is preferred that the full terms and conditions for any offers / promotions advertised shall be one-click away on the web-site.
2 the portion of the webpage that is visible without scrolling
Significant Terms are a summary of key restrictions which apply to a promotion and are likely to affect a consumer’s understanding of a promotion.
What do The Best Significant Terms Include?
1. Eligibility requirements: new players only; selected players only; new players only; UK players only.
2. Time limits of the offer or bonus: offer valid until/between dates; on a specific date; bonus expires on date.
3. Minimum deposit: minimum deposit required to be eligible for the bonus or offer.
4. Promo code / Opt-in required: the fact or requirement, not the full wording of the promo code / process of opting in.
5. Maximum bonus: maximum bonus that can be granted in the promotion.
6. Win cap: maximum amount that can be won from the bonus.
7. Stake size: maximum allowed stake size, if applicable.
8. Full wagering requirements: on bonus offers and winnings from offers.
9. Game contribution to the wagering requirement: the fact that wagering requirements contribution differs, rather than providing a list of games.
10. Special terms: prize wheel; min (cash) bet amount or min (cash) bets required; additional restrictions.
11. Expiry information: 3-day expiry on Free Spins / Offer expires on xx.xx.2020 etc.
12. Info about bet limitations: Min bet £5 / Max bet £50 when playing with a bonus etc.
13. Deposit and withdrawal info: £10 min deposit + 2.5% fee (min 50p) / £20 min withdrawal + £2.50 fee.
14. Game restrictions: Free spins on [game name] / selected games only etc.
15. Closing sentence: “Deposit balance can be withdrawn at any time. T&C apply“. The T&Cs apply tag must link to the relevant full terms and conditions of the promotions.
Where Should Significant Terms & Conditions Be Displayed?
Significant terms can appear across multiple forms of media including:
- Websites (e.g. banners on the homepage, promotion pages);
- Push notifications;
- Social media posts;
- Postal mail;
- YouTube videos;
- Affiliate marketing (e.g. banners, landing pages);
- App store;
Significant terms: 18+ new players only. Valid debit or credit card details required upon registration. Offer valid until further notice. Bonus funds valid for bingo games only. 8x wagering requirement applies (£40). Max bonus conversion to cash capped at £50. Free Spins valid for 24h hrs and winnings capped at £1. Deposit balance available for withdrawal at any time. General withdrawal restrictions and full T&Cs apply.
1. Don’t omit key information
All relevant information, including significant conditions to an offer, must be made clear in the ad itself. These should be stated close, or clearly linked, to the main claim.
2. Age restriction
The age restriction warning sign (+18) must always be displayed on all adverts, banners and campaigns
3. Customer’s benefit should be taken into consideration
Customers level of gambling should be within proportion in terms of any offers/incentives available. Also, an opt out/ unsubscribe option should be available for those who are not interested in emails, bonus or SMS offers.
4. Make sure terms about required deposits are clear
Pricing should relate to the offer advertised, and must include all non-optional charges/costs.
5. Make sure any qualifications and limitations are clear
Qualifying text (small print or footnotes) can be used to clarify a claim in an ad, but don’t use it to hide important information or in a way that contradicts the headline claim.
6. Have the evidence to back up claims
Before the ad is run you should hold adequate evidence to support all objective claims or those that are capable of objective substantiation.
7. Always use prevalent terms in all ads:
Significant terms must be included in all ads, and details of the main terms of any promo/campaign. All key terms and conditions should be directed to the full promotion T&Cs page.
8. All adverts should be socially responsible:
No child or young person under 25 should be featured in any promotions as well as no indecent, pornographic and offensive materials. For example, while using social media to attract followers, all marketers must take reasonable steps in demonstrating that their ads would not be directed to those under 18;
9. In betting promotions, do not exaggerate the role which sports knowledge played in achieving betting success;
Affiliate can use the phrase “in sport (football, box, etc.) anything could happen” to emphasize the uncertain nature of sporting outcomes;
10. Do not encourage repetitive or frequent participation;
11. Do not encourage people to gamble more than they otherwise would;
12. Do not encourage people to spend more than they can afford.
13. Digital Advertising shall contain begambleaware.org with a minimum of 100px across
14. All relevant affiliate ads should be clearly and prominently marked ‘#ad’.
15. Sponsored/paid-for social media advertisements must be targeted at consumers aged 25+.
Affiliate shall have and periodically review the list of excluded search terms, to best of their knowledge.
The add shall not be shown to someone who searches for “how to unsubscribe from all gambling” just because of the presence of the target world “gambling”.
Affiliate shall be very careful with non-organic SEO and make sure that it would not target minors, vulnerable individuals and high-risk players.
Affiliate should target only 18+ category. Don’t target users which age is unknown. Affiliate should target not just on the basis of data regarding the age of the audience (i.e. demographic data) but also on the basis of that audience's interests (i.e. behavioural data).
We should carefully manage the numerous factors and third parties involved in distributing ads online, especially programmatic ads. Affiliate shall take all possible steps to ensure that our ads won’t be appearing on websites and platform (and/or channels) disproportionately popular with under-18s.
Users with a profile age of over 18, but whose behaviours indicate that they are younger, through, for example, their interest in teen-specific clothing or music, could therefore be excluded from the target audience for gambling advertising etc. Users whose behaviours online provide support for the view that they are over 18 could be more safely targeted.
An opt-out / unsubscribe option must be available for those who are not interested in emails, bonus or SMS offers.
Obtaining consent for marketing:
- use opt-in boxes (no pre-ticked boxes);
- specify methods of communication (e.g.by email, text, phone, recorded call, post);
- ask for consent to pass details to third parties for marketing and name those third parties;
- record when and how we got consent, and exactly what it covers.
Marketing by email or text:
- only text or email with opt-in consent (unless contacting previous customers about our own similar products, and we offered them an opt-out when they gave their details);
- offer an opt-out (by reply or unsubscribe link);
- keep a list of anyone who opts out.
Marketing communications should not target or be sent to players who, are undergoing a period of self-exclusion.
All emails shall include reference to the terms and conditions and the wording set out below:
1.1. References to the Affiliate that follow this section 1 are references to the Affiliate and any other parties acting under its authority.
1.2. Unless otherwise provided: (a) a reference to a defined term which is not defined in this Annex 2 (“DPA”), shall have the meaning given to it in the Agreement; and (b) unless otherwise provided the words and expressions defined in, and the rules of interpretation of, the Agreement shall have the same meaning in this DPA.
2.1. The Parties acknowledge that the Affiliate acts in the capacity of the Processor in relation to its Processing of Company Data which has been made available to Affiliate by the Company (whether directly or indirectly) for the purpose of verifying the Commission paid or payable by Company pursuant to article 5 of the Agreement.
2.2. The scope, purpose and duration of the Processing (including the type of Company Data and categories of data subjects) covered by this DPA is set out in Appendix A.
3.1. Affiliate shall comply with and Process all Company Data in accordance with applicable Data Protection Laws.
3.2. Affiliate shall immediately notify the Company about any circumstances where it is unable to comply with the Data Protection Laws or any actual or potential changes to the Data Protection Laws, which affect the Affiliate’s ability to comply with its obligations under this DPA. Where the Affiliate is subject to any changes or circumstances under this section, Company will have the right to suspend the Processing until such time as the Processing is adjusted in such a manner that the non-compliance is remedied. To the extent such adjustment is not possible, Company shall have the right to terminate the relevant part of the Processing by the Affiliate.
4.1. The Affiliate shall only process Company Data on documented (including by email) instructions of the Company in such a manner as and to the extent that this is appropriate for the verification of the Commission paid or payable by the Company pursuant to article 5 of the Agreement. The Affiliate shall never process Company Data in a manner that inconsistent with the Company's instructions. The Affiliate shall immediately inform the Company if, in its opinion, an instruction infringes Data Protection Laws and await further instructions from the Company.
4.2. The Affiliate shall not Process Company Data for its own purposes or include Company Data in any product or services offered to third parties, or carry out any further research, analysis or profiling activity involves the use of any part of Company Data.
5.1. Without prejudice to any existing contractual arrangements between the Parties, Affiliate shall treat all Company Data as strictly confidential and it shall inform all its employees, agents and/or approved sub-processors who may have access to the Company Data (“Authorised Person”) of the confidential nature of the Company Data. Affiliate shall ensure in each case that access is strictly limited to that Authorised Person who needs to know or access the relevant Company Data, as strictly necessary for the purposes of the Agreement, and to comply with Data Protection Laws in the context of that Authorised Person’s duties to the Affiliate, ensuring that all such Authorised Persons have signed an appropriate confidentiality agreement, are otherwise bound to a duty of confidentiality, or are under an appropriate statutory obligation of confidentiality.
6.1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, without prejudice to any other security standards agreed upon by the Parties, the Affiliate shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk (as specified in Article 32 of the EU General Data Protection Regulation) and in accordance with best industry practices to protect data from a Security Breach.
6.2. Parties acknowledge that security requirements are constantly changing and that effective security requires frequent evaluation and regular improvements of outdated security measures. The Affiliate will therefore evaluate the measures as implemented in accordance with this section 6 on an on-going basis and will tighten, supplement and improve these measures in order to maintain compliance with the requirements set out in this section 6.
7.1. The Affiliate may only transfer Company Data in the circumstances set out in section 11 of this DPA. Except as set forth above, or as the Company may otherwise authorise, the Affiliate will not transfer to any Company Data.
7.2. The Affiliate (or any sub-contractor) shall not transfer the Company Data outside of the European Economic Area (“EEA”) unless (i) Company has provided its written approval to such transfer as set out in this DPA, or (ii) it has taken such measures as are necessary to ensure the transfer is in compliance with Data Protection Laws. Such measures includes transferring the Company Data to a recipient (a) in a country that the European Commission has decided provides adequate protection for personal data, (b) that has achieved binding corporate rules authorisation in accordance with Data Protection Laws, (c) in the United States that has certified its compliance with the EU-US Privacy Shield, or (d) that has executed standard contractual clauses adopted or approved by the European Commission.
7.3. Where the Company (as opposed to the Affiliate or sub-contractor) is the exporting entity, the Affiliate shall procure that the entity receiving the Company Data pursuant to this section 7.2, enters into standard contractual clauses with the Company (or such other mechanism as the Company shall elect) prior to any such transfer taking place. Where the Affiliate is itself the importing entity receiving the Company Data, it shall itself enter into the standard contractual clauses with the Company (or such other mechanism) under this section.
8.1. If it becomes aware of or reasonably suspects a Security Breach, the Affiliate shall (i) inform the Company without undue delay (and in any event within twenty-four (24) hours); (ii) provide detailed information and cooperation to the Company (including making available an appropriately qualified individual to discuss any concerns or questions the Company may have) by sending an email to [email protected] so that the Company can fulfil any data breach reporting obligations it has under (and in accordance with the timescales required by) Data Protection Laws; (iii) take such necessary measures and actions to mitigate the effects of and to minimise any damage resulting from the Security Breach; and (IV) keep the Company informed of all material developments in connection with the Security Breach and execute a response plan to address the Security Breach.
9.1. Affiliate shall immediately forward to the Company and otherwise cooperate with and assist the Company (at no charge) to enable the Company to respond to: (i) any request from a data subject to exercise any of its rights under Data Protection Laws (including its rights of access, correction, objection, erasure and data portability, as applicable); and (ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the Processing of the Company Data. In the event that any such request, correspondence, enquiry or complaint is made directly to Affiliate, Affiliate shall promptly inform the Company providing full details of the same.
10.1. The Affiliate shall maintain a record of all categories of Processing activities carried out on behalf of the Company under this DPA.
11.1. Affiliate shall not subcontract any of its service-related activities consisting (partly) of the Processing of the Company Data or requiring Company Data to be Processed by any third party without the prior written approval of the Company.
11.2. Affiliate shall remain fully liable vis-à-vis the Company for the performance of any such sub-processor that fails to fulfil its data protection obligations, including any acts or omissions of the sub-processor in regard of its Processing of Company Data.
11.3. Affiliate shall ensure that sub-processors are bound by a written contract including terms which offer at least the same level of protection for Company Data as those set out in this DPA. Affiliate shall provide copies of documentation to evidence its compliance with this provision to the Company on request.
12.1. Affiliate shall promptly delete (for avoidance of any doubt, “delete” here means to remove or obliterate Company Data such that it cannot be recovered or reconstructed), procure the deletion of all copies of Company Data and cease Processing such Company Data after the business purposes for which the Company Data was Processed have been fulfilled, or earlier upon Company’s written request. Affiliate shall provide the Company with written confirmation of destruction/deletion of Company Data.
12.2. Company may in its absolute discretion by written (including by email) notice to Affiliate require Affiliate to (a) return a complete copy of all Company Data to the Company by secure file transfer in such format as is reasonably notified by the Company; and (b) delete and procure the deletion of all other copies of Company Data.
13.1. Affiliate shall provide assistance to the Company with any data protection impact assessments, and prior consultations with (or notifications to) supervisory authorities, which the Company reasonably considers to be relevant according to Data Protection Laws.
13.2. Affiliate shall provide the Company with all reasonable assistance in complying with its obligation under Data Protection Laws to implement and maintain appropriate technical and organizational security measures in relation to the Processing of Company Data.
14.1. Without prejudice to any other indemnity contained in the Agreement, Affiliate shall indemnify and keep indemnified the Company from and against all liabilities and amounts, including all: (a) costs (including legal costs), claims, demands, actions, settlements, ex-gratia payments, charges, procedures, expenses, losses and damages (including relating to material or non-material damage, which includes emotional distress); (b) loss or damage to reputation, brand or goodwill; and (c) to the extent permitted by applicable laws and regulations: (i) administrative fines, penalties, sanctions, liabilities or other remedies imposed by a supervisory authority; (ii) compensation paid to a data subject; and (iii) the costs of compliance with investigations by a supervisory authority, suffered or incurred by, awarded against or agreed to be paid by the Company, arising from or in connection with any breach by the Affiliate of this DPA or of Data Protection Laws.
|Subject-matter, purpose and nature of the Processing||Processing of Company Data to the extent necessary for verification of the Commission paid or payable by the Company pursuant to article 7 (Commission and Payment Terms) of the Agreement.|
|Duration of the Processing||The period of the Agreement.|
|Type of Personal Data||Company Data, consisting of: online identifiers (user ID’s), traffic information, data analytics.|
|Categories of data subjects||New Customers|
|Rights and obligations and of the Company||Rights and obligations of the Company are set out in the Agreement including Annex 2 (Data Processing Agreement)|