1.1.In the framework of this Contract, the following expressions shall have the meaning specified below:
1.2.This contract / these General Terms: this contract;
1.3.Company / Ladbrokes / We / Our: shall mean SA DERBY, a company incorporated and existing under Belgian law, with a registered office at Chaussée de Wavre, n ° 1100 bte 3, 1160 BRUSSELS (AUDERGHEM) Carrefour des Entreprises under the number 0407 042 484;
1.4.Company Content: shall mean the promotion of the Company’s products and associated content (as amended from time to time and forming part of the Company);
1.5.Affiliation / your Affiliation Manager: shall mean the contact person responsible for providing the Links, negotiating committee structures and responding to any problems that may be encountered during the affiliate relationship;
1.6.You / your / the affiliate / affiliation: shall mean the affiliations(s), the affiliate, whether individuals or legal entities and its subsidiary (ies), listed on the relevant application form. The affiliate should have a business register number and as needed, have VAT identification in the country where it is established
1.7.Term: shall mean the period during which this Contract is in force. It begins on the date on which we notify you of the acceptance of your request, in accordance with Article 4, and ends on the day of the termination of the Contract, whatever the cause thereof, such as specified in Article 15.
1.8.Working day: any day which is not a Saturday, a Sunday, a public holiday or a legal holiday in Belgium;
1.9.Minimum legal age: shall mean the age that the Customer should have in order to participate in the online game. In Belgium, the Minimum Legal Age is currently 18 years or more to bet online on sports and 21 years or older to play at online casino games and dice games.
1.10.Visible promotion: shall mean a favourable exhibition space (eg ‘top three’, ...) or any other competitive advertising benefit agreed between the Parties.
1.11.Website: shall mean www.ladbrokes.be, the Web Site of the Company, and all related pages;
1.12.Affiliate’s Site: shall mean the web site of the affiliate accepted by us;
1.13.Links: refers to the internet hyperlinks on the Affiliate’s Site, that connect the Website as agreed;
1.14.User: shall mean the user of the Affiliate’s Site;
1.15.Visitor: refers to the user of the Website;
1.16.Customer: shall mean a visitor from the Affiliate’s Site who has entered the Website through the Links;
1.19.Vertical: shall mean Poker, Casino, Sports, Games or other products as determined by Ladbrokes;
1.20.Net Income (NGR): Shall mean stakes engaged and settled (result known and validated) by the Depositing Customer using the Website, except those engaged for Poker activities and less (1) all winnings paid to the Customer (2) all amounts related to fraud, (3) all bets reimbursed, (4) all costs of «free bets» and bonuses paid to the Customer on a promotional basis (5) banking fees and (6) tax on the added value;
1.21.Revenue Share: refers to your total share of Net Income recognized Vertically in advance (products mentioned in Article 1.19, if applicable, in the previous calendar month;
1.22.Fixed Fee: fixed amount payable every month during the Term of this Contract in exchange for the granting of guarantees and benefits related to the Affiliate’s Site throughout the term specified in the possible additional clause Fixed Fee;
1.23.Cost per acquisition (CPA): represents the amount due once only for each depositing customer and the amount of which varies according to the number of active customers generated during the month;
1.24.Fast Cash Solution: shall mean a percentage of Revenue Share from all depositing customers for three (3) months, applicable only once;
1.25.Hybrid model: shall mean a customizable solution combining a CPA model and a Revenue Share model;
1.26.Cost per lead: shall mean the amount due once only for each player contributed coming from the Affiliate’s Site who has entered the Website through the Links
1.27.Customer’s loss: shall mean any deposit made by the Customer and lost during his or her activity on the Web Site
1.28.Client Branding Keywords: refers to any keyword containing any or part of the name of the Ladbrokes brand or Ladbrokes.be;
1.29.Indemnified Party: shall mean the Company and the partners, officers, managers, employees, agents, shareholders, contractors and partners of the Company;
1.30.Forbidden activities: indicates an actual act attempted act by you or a Customer, an act reasonably considered by us to be (i) unlawful in any jurisdiction; (ii) tainted with bad faith; or (iii) intended to defraud any business or other Web Site and / or to circumvent any contractual or legal restrictions, regardless of whether such act or attempt actually causes loss or damage to us or any other Web Sites (and such prohibited activities include, but are not limited to: collusion, abuse of bonuses or other promotions, failure to adhere to the CPA structure (if applicable), violation of laws or other regulations on money laundering, spam, misrepresentation, misleading or non unauthorized representation or advertising, the use of stolen credit cards, rakebacks, and the unauthorized use of intellectual property rights (including third parties and all other commercial rights)) ;
1.31.Affiliation platform: shall mean the platform provided to the affiliates in order to track conversions and calculate the Share of Net Revenue that they are entitled to
1.32.Excluded territories: shall mean the following territories, which may be changed by the Company (http://casino. ladbrokes.be/fr/list) : AFGHANISTAN, ALBANIA, ALGERIA, AMERICAN SAMOA, ANDORRA, ANGOLA, ANGUILLA, ANTARCTICA, ANTIGUA-ET-BARBUDA, ARGENTINA, ARMENIA, ARUBA, AUSTRALIA, AUSTRIA, BAHAMAS, BAHREIN, BANGLADESH, BELARUS, BELIZE, BENIN, BERMUDA, BHUTAN, BOLIVIA, BOSNIA-HERZEGOVINA, BOTSWANA, BOUVET ISLAND, BRAZIL, BRITISH TERRITORY IN THE INDIAN OCEAN, BRUNEI, BULGARIA, BURKINA FASO, BURUNDI, CAMEROUN, CANADA, CAPE VERDE, CENTRAL AFRICAN REPUBLIC, CHAD, CHILE, CHINA, CHRISTMAS ISLAND, THE IVORY COAST, THE COMOROS, CONGO, THE DEMOCRATIC REPUBLIC OF THE CONGO, THE COOK ISLAND, CROATIA, THE CZECH REPUBLIC, CUBA, CYPRUS, DENMARK, DJIBOUTI, DOMINICA, DOMINICAN REPUBLIC, ECUADOR, EGYPT, SALVADOR, EQUATORIAL GUINEA, ESTONIA, ETHIOPIA, THE FALKLAND ISNADS, SALVADOR, EQUATORIAL GUINEA, FRENCH POLYNESIA, FRENCH SOUTHERN LAND, GABON, GAMBIA, GEORGIA, GREECE, GREENLAND, GRENADA, GUADELOUPE , GUAM, GUATEMALA, GUERNSEY, GUINEA, GUINEA BISSAU, GUYANA, HAITI, HEARD AND MCDONALD ISLANDS, HONDURAS, HONG KONG, HUNGARY, ICELAND, INDONESIA, IRAN, IRAQ, ISLANDS, ISRAEL, ITALY, JAMAICA, JORDAN, KAZAKHSTAN, KENYA, KIRIBATI, KOREA, KUWAIT , KIRGHIZSTAN, THE DEMOCRATIC POPULAR REPUBLIC OF LAOS, LATVIA, LESOTHO, LIBERIA, ARAB JAMAHIRIYA, LIBYA, LICHTENSTEIN, LITHUANIA, LUXEMBOURG, MACAO, MACEDONIA, ARI, MADAGASCAR, MALAWI, MALAYSIA, MALDIVES, MALI, MARSHALL ISLANDS, MARTINIQUE, MAURITANIA, MAYOTTE, MEXICO, MICRONESIA, MOLDAVIA, MONACO, MONGOLIA, MONTENEGRO, MONTSERRAT, MOROCCO, MOZAMBIQUE, MYANMAR, NAMIBIE, NAURU, NÉPAL, THE NETHERLANDS (PARTIALLY BLOCKED, NEW CALEDONIA, NICARAGUA, NIGER, NIED, NORFOLK ISLAND, NORTH KOREA, MARIANNE ISLANDS, NORWAY, OMAN, PAKISTAN, PALAU, PANAMA, PAPUA NEW GUINEA, PARAGUAY, PERU, PHILIPPINES, PITCAIRN ISLANDS, POLAND, PORTUGAL, PORTO RICO, QATAR, REUNION, RÉUNION, ROMANIA, RUSSIA, RWANDA, SAINT HELENA, SAINT CHRISTOPHER AND NIEVES, SAINT LUCIA, SAINT PIERRE ET MIQUELON, SAINT VINCENT ET LES GRENADINES, SAMOA, SAINT MARIN, SAO TOME AND PRINCIPE, SAUDI ARABIA, SENEGAL, SERBIA, SIERRA LEONE, SINGAPORE, SLOVENIA, SLOVAKIA, SOLOMON ISLANDS, SOMALIA, SOUTH AFRICA, SOUTHERN GEORGIA, SOUTH SANDWICH ISLANDS, SPAIN, SRI LANKA, SUDAN, SURINAME, SPITZBERG AND JAN MAYEN, SWAZILAND ISLANDS, SWITZERLAND, SYRIA, TAIWAN, TAJIKISTAN, UNITED ARAB EMIRATES, REMOTE MINOR ISLANDS OF THE UNITED STATES, URUGUAY, UNITED STATES, UZBEKISTAN, VANUATU, VATICAN CITY STATE, VIETNAM, VIRGIN ISLANDS (US), WALLIS AND FUTUNA ISLANDS, WESTERN SAHARA, YEMEN, ZAMBIA, ZIMBABWE ; The activity of the player from the following territories is not qualified for CPA payments: AFGHANISTAN, ALGERIA, ARMENIA, AZERBAIJAN, BELARUS, GEORGIA, EASTERN TIMOR, INDONESIA, IRAN, IRAQ, KAZAKHSTAN, KIRGIZSTAN, MONTENEGRO, NORTH KOREA, PUERTO RICO, SERBIA, SUDAN, TAJIKISTAN, TURKMENISTAN AND UZBEKISTAN, BOLIVIA, BRAZIL, COSTA RICA, THE DOMINICAN REPUBLIC, ECUADOR, SALVADOR, INDIA, LATVIA, LITHUANIA, MOLDAVIA, NIGERIA, PAKISTAN, PANAMA, PERU AND UKRAINE. YOU ARE RESPONSIBLE FOR CONSULTING AND REGULARLY CHECKING THIS CONTRACT REGARDING CHANGES IN THE LIST OF EXCLUDED TERRITORIES.
2.1.This Contract sets forth the general terms of adherence to our affiliation programme as agreed upon between us (DERBY S.A.) and you the affiliate (i.e. the person or company appearing on the application form) in connection with membership in our Affiliate Program.
2.2.If you are accepted as an Affiliate, you should (1) promote the Website via the links provided by your Affiliation Manager and (2) attract Depositing Customers and Customers contributed.
2.3.By entering into this Contract, you agree to provide your services to the Company.
2.4.This Contract supersedes all previous General terms or terms and conditions applicable in the framework of your Affiliation Program except for the possible additional clause Fixed Fee.
2.5.At any time, we may modify all or part of this Contract. The notification of changes will be sent to you in a message sent to your email address / the address entered in the application form, seven (7) days before the effective date of the said modifications. If you do not accept such changes, you should advise us thereof by e-mail at the address firstname.lastname@example.org and terminate this Contract in accordance with its terms. The date of the latest change of the General Terms shall be indicated in article 18 of this Contract. Continuing to participate in our Affiliate Program after we the sending of the notification of the changes to your e-mail address entered in the application form, constitutes irrevocable acceptance of these changes.
3.1.The titles of the clauses are included only for convenience and shall not affect interpretation;
3.2.The singular includes the plural and vice versa;
3.3.All references to «persons» include individuals, associations, companies, businesses, partners, organizations, governments, states, government or state agencies, foundations and trusts (in each case whether or not they have a legal status regardless of the jurisdiction or law under which they were incorporated or that they exist);
3.4.Any reference to a law or to a legal provision is a reference to this law or legal provision and to all decrees, regulations, instruments or other subordinate legislation, according to the law concerned, amended, re-promulgated or extended at the right time;
3.5.Anything contained in this Contract shall be construed in the context of this Contract.
4.1.As part of the application process as a member of our affiliation program, you should complete and submit an online application form. The application form will form part of this Contract. At our sole discretion, we will determine whether or not we accept your request; our decision is final and will not include a right of appeal. We will notify you by email whether or not your request has been accepted. If your application has been rejected, you can do it again. If your request is accepted, we will send you by email the necessary instructions, relating to what you need to do to create the Links.
4.2.You represent to us, you guarantee and state, that you are not resident in the United States or its territories (if you are an individual) or that your business is not registered or operates from the United States and its territories (if you are a corporation).
5.1.Our policy is to actively prohibit and prevent money laundering and any activity that facilitates money laundering or the financing of terrorist or criminal activities. Before accepting your request, we will verify your identity through the information provided by you and by obtaining other information from public sources and data. In order to avoid any misunderstanding, you agree that we may use personal information provided by you for the purpose of verifying your identity.
5.2.You agree to provide us with supporting documentation that we may request from you. The supporting documents may include one or all of the following documents for individuals: a copy of a valid passport; a copy of a valid driver’s license; a copy of a note public utility bill; a reference letter from the individual’s bank and a copy of a statement of account. For a corporation, supporting documents may include: a copy of the corporation’s incorporation; the by-laws (or equivalent document); the duly approved motion of the corporation; a certificate of good motivation; a power of attorney as well as information regarding the identity of the beneficial owners and managers of the company. You agree, and you acknowledge that we are entitled to withhold payments owing to you (i) if the supporting documents are not provided in a timely manner; and (ii) until your accounts have been verified to our satisfaction.
6.1.Throughout the whole Term, you shall incorporate prominently and continuously display the most recent Links provided by you to the Company on the Affiliate’s Site in a manner and in a place that has been subject to an Contract between you and the Company; and you shall not modify the form, place or functioning of the Links without the prior written consent of the Company. If we approve your request, the Affiliate’s Site should post the relevant Links within four (4) weeks of receiving notification of your acceptance. If you do not activate the Links, we may terminate this Contract immediately without notice.
6.2.You agree to provide the Company with reasonable assistance in connection with the presentation, access to the Links, and the transmission and maintenance of the Links.
6.3.You will need to ensure that you do not place links on the Affiliate’s Site pages for persons who have not reached the minimum legal age or, if the Affiliate’s Site is prohibited by applicable laws a competent court, for any person who is not of the legal age to participate.
6.4.If you want to place the Links on Web Sites other than the Affiliate’s Site, you should first secure the written consent of the Company to which the Links relate.
6.5.The Company has the right to monitor the Affiliate’s Site to ensure compliance with the terms of this Contract; and you will be required to provide the Company with all data and information to enable the Company to perform this monitoring at no charge.
6.6.If the Company finds that your use of a Link does not comply with the terms of this Contract, it will have the right to take steps to make the links inoperative and we shall have the right to immediately terminate this Contract without prior notice.
6.7.You shall not:
6.7.1.Buy or save banding keywords, search terms or other identifiers for use in a search engine, portal, advertising ad service or other search or quote service;
6.7.2.Include metatag keywords on the Affiliate’s Site;
6.7.3Use otherwise the trademarks, terms or images (unless formally allowed in this Contract) that are identical with or similar to the trademarks or brands of the Company or other brand names;
6.8.Neither you nor your relatives in direct line have the right to become Customers and you will not be entitled to any share of the Net Income (or any other compensation from the Company) in respect of such relatives or friends. In this context, relatives in direct line will include your spouse, partner, parent, child or siblings.
6.9.You shall not:
6.9.1.Directly or indirectly provide a person or entity with a provision or premium (including, without being limited to, payment of money or other benefit) for the use of the Links to access the Website (ex. : by establishing a «rewards» program for individuals or entities using the Links to access the Website)
6.9.2.Read, intercept, record, redirect, interpret, or complete the contents of an electronic form or other materials submitted by us to any person;
6.9.3.In any way modify, redirect, delete, or replace the operation of any button, link, or other interactive feature of the Website;
6.9.4.Engage in transactions of any kind on the Website on behalf of a third party, nor authorize, assist or encourage any other person or entity to do so;
6.9.5.Take a measure that could reasonably cause confusion to the end-user with respect to its relationship with you, or the site on which functions or transactions are in progress;
6.9.6.Other than to provide the Links in accordance with this Contract and for any promotion covered by Article 6.12, register or make advertisements or content promoting the Website or the Company (s). Branding remains the sole responsibility of Ladbrokes;
6.9.7.Save or use advertisements or promotional material promoting the Website or otherwise, around with or in connection with the display of the Website (eg, with pop-up windows or pop-under windows) or a «management» technique or technology) or assist, authorize or encourage a third party to take such action;
6.9.8.Try to artificially increase the amounts that should be paid to you by us;
6.9.9.Have opened by the Website or a page thereof the reading programme of a visitor other than following the visitor’s click on a Link;
6.9.10.Attempt to intercept or redirect (including, but not limited to, using a user-installed software) traffic from or to a Web Site that participates in our affiliate program;
6.9.11.Use the Links and / or the Ladbrokes advertising or promotional material (including advertisements, campaigns and promotional material) next to, in conjunction with or in connection with inappropriate content (including, but not limited to, defamatory or slanderous contents, pornographic, obscene or explicit contents, pirated contents, contents that infringe intellectual property rights or that may incite religious hatred or cause harm) and on sites sharing peer-to-peer files or binary torrents. You shall immediately remove or cause to be removed Ladbrokes charts, Ladbrokes advertising banners, Links or Ladbrokes content following the Ladbrokes notice;
6.9.12.Directly or indirectly engage, authorize, assist, promote, encourage or benefit from, an act or traffic that involves a prohibited activity;
6.9.13.Directly or indirectly post, serve, distribute or redirect advertisements or promotional material promoting or advertising otherwise or marketing the Website (including but not limited to banners, campaigns and promotional material) to a person or entity located in the Excluded Territories;
6.9.14.Make the Affiliate’s Site or Links accessible at any time to a person or entity resident in the Excluded Territories.
6.10.If we determine in our sole discretion that you have engaged in any of the activities mentioned in clause 6.9, we may (without limitation any other rights or free remedies available to us) defer the amounts that would otherwise be payable to you under this Contract and / or terminate this Contract immediately.
6.11.YOU ARE RESPONSIBLE FOR THE CONSULTATION AND REGULAR VERIFICATION OF THIS CONTRACT WITH REGARD TO THE AMENDMENTS TO THE LIST OF EXCLUDED TERRITORIES. You can consult the list of excluded territories on http://casino.ladbrokes.be/en/list.
6.12.Upon request, you shall indemnify and hold the Company harmless for, from and against any and all losses, demands, claims, damages, penalties, costs, expenses (including but not limited to indirect losses, reasonable legal costs and expenses and associated VAT, if applicable) and any debt incurred or sustained, directly or indirectly, by the Company as a result of a breach by you of Articles 6.7, 6.8 and / or 6.9
6.13.If you contact one of your Users to promote the Website or the Links, you will have to specify in the body of the communication that the said communication is made without the knowledge or the involvement of the Company and that any complaint that the relevant user may wish to file should be sent to you and not to the Company.
7.1.We should provide or obtain from the Company the provision of the Links to be included on the Affiliate’s Site so that it can update these Links.
7.2.Provided that you comply with our Market Technology Customers Instructions, we shall make our best efforts to ensure that when a Customer connects to the Website through the Links and thereafter places a bet with a Company, the relevant Customer is identified as originating from the Affiliate’s Site. However, we will not be liable in any way to you if we are unable to identify a Customer as originating from the Affiliate’s Site.
8.2.You will ensure that Users’ consent is obtained before installing tracking cookies and offer them the possibility of eliminating them at any time, in compliance with article 129 of the law of 13 June 2005 relating to electronic communications. The cookie tracking will be installed on the User’s browser for a period of ten (10) days at the end of which the cookie will be deleted.
8.3.Please note that:
8.3.1.The cookie is characterized by a policy of allocation to the last click for the following specificities: (1) if the source of the traffic is not paying (organic or referencing), (2) if the source of the traffic is paying via AdWords or Bing and that the search keywords are branding keywords and (3) if the source of the traffic is the sending of internal emails.
8.3.2.The cookie will be deleted before the 10-day period (first-click allotment) in the following cases: (1) if the traffic source is paying, except for emailing and searching for AdWords or Bing branding keywords and (2) if the traffic source is another link from an Affiliate’s Site.
9.2.If you process personal data yourself, by accepting this Contract you guarantee that you comply with the provisions of the GRDP and any other applicable regulations in matters of personal data protection and that you fulfil all your obligations, notably relating to information and the rights of the persons concerned, the legitimacy of the processing and the security of the personal data. In no case shall we held liable for your failures in this respect. The affiliate shall compensate the Firm for any damage that results from its non-compliance with the aforesaid regulations.
10.1.We offer our affiliates a range of standard payment structures (default program) including: Revenue Share, CPA, hybrid models and a Fast Cash solution:
10.1.1An NGR revenue share according to the number of Depositing Customers and all the players brought in;
10.1.2.CPA: represents the sum due once for each Depositing Customer and whose amount varies according to the number of Active Customers generated during the month;
10.1.3.Fast Cash Solution: 65% revenue share for all players brought in for three (3) months, applicable only once;
10.1.4.Hybrid: customizable solution combining a CPA model and an income share model.
10.1.5.Cost per lead: represents the sum due once per player contributed from the Affiliates’s Site
The terms agreed with your Affiliate Manager will be confirmed electronically.
10.2.Unless otherwise agreed with your Affiliate Manager our standard payment structure should pay you (as per Section 9.4) a percentage of the Net Income received on the Lifetime Value per Vertical as long as the Customers that you have provided to us are active, and according to the activity of the affiliate, i.e. the continuous contribution of Depositing Customers each month. The percentage of Net Income payable will be determined by the number of Customers provided to us each calendar month as well as the losses generated by those Customers. Go to the Commissions page at www.ladbrokespartners.be for further information on our standard as a % of Net Revenue, to be paid according to the number of Customers provided to us each month. You will also find information in our promotional offers for new affiliations.
10.3.We will provide you, via www.ladbrokespartners.be, with accessible statements that detail the number of Customers and the share of Net Income you have accumulated during the calendar month.
10.4.At the end of a calendar month, we will record your Income Share. If, in a calendar month, the Income Share is a negative amount, we shall be entitled, but with no obligation to do so, to defer and offset this negative amount with all future Income Shares, that we would otherwise have to pay to you, until the negative balance is fully offset. However, we will also have the right, but no obligation, to reduce to zero the negative balance that would otherwise be deferred. If a Share of Income does not exceed € 100, we shall be entitled to deduct it and to carry forward the amount owed at the end of the first calendar month in which the Income Share (including this amount of the deferred sum) exceeds € 100; and at that time payment will be made in accordance with this section. In order to avoid any misunderstanding, you will receive a payment only if there is a positive balance and if it is more than € 100 in a given month.
10.5.You formally agree to the application of the self-billing procedure provided for in Belgian VAT Circular No. 53/2013 of December 16, 2013. You may read the terms of application and the duties provided for in this VAT circular. You agree to comply with the terms and duties thereof. This Contract serves as a prior agreement on the self-billing process in the meaning of that VAT Circular. The Company will send you a copy of the invoices issued electronically to the e-mail address you provided in the application form within 15 days following the end of the respective calendar month. If you do not file a dispute within 3 days after the sending of the invoice, each invoice shall be considered as fully accepted by you, un the meaning of the aforementioned VAT Circular and the payment shall be made in Euros. 9 The Company shall pay directly to the Belgian Treasury the Belgian VAT that is owed on the invoice through the collection deferral system as provided for by the aforementioned VAT Circular. The Company holds at your disposal the evidence of the settlement of the VAT to the Treasury. The Company will issue, if it is required to do so, the tax forms required by the applicable Belgian regulations and will provide you with a copy thereof. You are required to comply with your own tax obligations, both in Belgium and in the country where you are established, as needed, including regarding the statement of income derived from this Contract.
10.6.In the event of an error in the calculation of the Income Share, we reserve the right to correct this calculation at any time and to claim the overpayment we have paid to you (including, but not limited to, by reducing future payments that may be owed to you by us.
10.7.If we believe that a prohibited activity has occurred or is planned, in which you are involved, we will have the right to withhold the amounts owed to you, even if these are not related to the amounts associated with the event at issue. If we believe that a prohibited activity has taken place or is planned by a Customer, without your knowledge, we will have the right to withhold the sums due to you in connection with this prohibited activity. In this case, we will also be entitled to deduct from the future amounts to be paid to you, the sums already received by you which can be shown to have been generated by a prohibited activity.
10.8.We reserve the right to reduce the amount of your Income Share to a lower percentage (10%) as long as you do not bring new Customers to us from the first month of inactivity. After three (3) months of inactivity, we reserve the right, but are not obligated, to freeze your account after prior notification from your Affiliation Manager. If you would like to discuss other solutions, please contact your Affiliation Manager.
10.9.We reserve the right to modify the payment structure you have chosen by mean of a written notification sent to you, in particular if the objectives defined with your Affiliation Manager are not met. This change shall take effect from the date of such notification.
10.10.All calculations relating to the amount to be paid to you under this Contract will be made by us and based solely on our system data and records; and our calculations shall be final and binding, without prejudice to what is stipulated in Article 9.6.
10.11.The Net Income received in currencies other than Euro will be converted at the exchange rate applicable on the Web Site of the European Central Bank on the calculation date.
10.12.All payments shall be made VAT and other taxes included, if possible. Only the Belgian VAT shall be paid directly by the Company to the Belgian State, if applicable. For this purpose, you should have a VAT number (and company number) to sign up for our affiliation program.
10.13.Notwithstanding any other provision of this Article 9, we shall only have to pay the amounts due to you under this Contract (including any Share of Income) during the Term.
10.14.The amount of income shown on the affiliation platform is the commissions calculated on the basis of the NGR of customers contributed. That NGR includes the VAT owed to the Belgian State, the tax related to the gambling area as well as the costs related to the use of an electronic method of payment , and the VAT due to the Belgian State, if applicable.
11.1.The Company grants you a non - exclusive, revocable and non - transferable license to expose the Content of the Company during the Term, solely to enable you to submit Links on the Affiliate’s Website as provided in this Contract and in accordance with the instructions we may give you from time to time.
11.2.You acknowledge that the Affiliate’s Site will not in any way have the appearance, look and feel of the Website and you will not give the impression that the Affiliate’s Site is the Site Web (or part of it).
12.1. You represent, warrant and agree that the Affiliate’s Site will not contain material that is: defamatory, pornographic, illegal, threatening, obscene, harassing, racially, ethnically, or otherwise objectionable or discriminatory, violent, politically sensitive or otherwise controversial or violate the rights of a third party related to this material.
12.2. You represent and guarantee to us that you will secure and maintain effective all registrations, authorizations, consents and licenses necessary to enable you to fulfil your duties under this Contract and you will fully assume this assignment in compliance with all laws and regulations.
12.3. Each party to this Contract declares and asserts to the other that it has and will retain throughout the Term any right, title and authority to enter into this Contract, to grant to the other the rights and licenses granted in this Contract and to comply with all its obligations under this Contract.
12.4. You know that you shall always have to comply with the provisions of Book XII of the Code of Economic Law and the Act dated 8 December 1992 on the protection of privacy during the processing of personal data, as amended and any other related legislation; and you shall indemnify upon demand, and protect the Company for and against each and all losses, penalties, demands; claims, damages, costs; expenses, including, but not limited to, indirect losses and income losses, reasonable legal fees and VAT if applicable, and any liability assumed or incurred, directly or indirectly, by the Company following a breach of this warranty by you.
12.5. You guarantee and agree towards us and state that you do not have and will not in the future, an advertising, market, promotion or other business and that you will not make available to the promotional material associated with the Website in any of the Excluded Territories (http://casino.ladbrokes.be/fr/list).
Without prejudice to Article 7, we do not guarantee that the operation of the Website will not be interrupted or error- free, nor that all links will be operational or valid (verification of these links being the responsibility of the Provider).
Upon request, you shall indemnify and hold harmless the Indemnified Party from and against all losses, penalties, demands, claims, damages, costs, expenses (including, but not limited to, indirect losses and lost profits, reasonable legal expenses and any applicable VAT) and liabilities incurred or incurred, directly or indirectly, by the Indemnified Party as a result of a breach, failure to perform or failure to comply, by you, of any of the duties or guarantees contained in this Contract.
15.1. Except in the event of mandatory provisions, the Company shall not be liable, either contractually or extra- contractually, for any damage caused by fraud. The Company shall not be liable for damages caused by its simple fault or gross negligence. Except in the case of mandatory provisions, the Company shall in no event be liable, either contractually or out of contract, for damages caused to the Provider or any other person by reason of simple fault, gross negligence, fraud on the part of the co-contractors and / or executing agents.
15.2. Except in the cases provided for in these general terms and unless there are mandatory legal provisions to the contrary, the Company shall never be bound to pay any damages whatsoever.
15.3. In the event that the Company is liable for the payment of damages, it shall not be liable for compensation for unforeseeable, indirect or consequential damages, including but not limited to lost profits, reduction in use value, loss of goodwill, loss of business opportunities, revenue, contracts, customer or reputation.
15.4. In no event shall the liability of the Company exceed the aggregate amount that we paid to you in the twelve (12) month period preceding the date on which such liability is applied.
16.1. This Contract shall start commence on the date we notify you that your application has been admitted in accordance with Section 4.1 and shall continue thereafter except and until terminated in accordance with Articles 15.2 or 15.2.2.
16.2. Notwithstanding Article 15.1, a party («Non-defaulting Party») may terminate the Contract by giving notice in writing to the other party («Defaulting Party») if:
16.2.1. The Defaulting Party has caused a breach of its material obligations under this Contract and has not remedied a breach which may be remedied within thirty (30) days of receipt of the notice from the other;
16.2.2. The Defaulting Party becomes insolvent or unable to pay its debt (s);
16.3. Any party may terminate this Contract by giving written notice sent to the other party four (4) weeks in advance.
16.4. Each party shall immediately notify the other party in writing of any event provided for in Article 15.2.2 that occurs during the Term and that would give the other party the right to terminate the Contract.
16.5. The parties shall have no further duties or rights under this Contract after the termination of the Term, without prejudice to the duties or rights that have accrued to one of the parties upon the termination of the Contract, unless Article 2 , Article 3, Article 6.7, Article 6.9, Article 6.10, Article 6.12, Article 6.14, Article 13, Article 15.5 and Article 17, together with other clauses whose survival is necessary for the interpretation or implementation of this Contract , continue to have effect after the end of the Contract.
16.5. This agreement will automatically end in case of withdrawal of Ladbrokes’ license to offer its betting and gaming products or in case the laws regarding affiliate marketing would change to the extent that Ladbrokes won’t be able anymore to offer its betting and gaming online affiliate activities. In these cases, Ladbrokes will be not be obliged to keep paying the revenue shares for the players and will freeze the affiliate account since no new players can be contributed, in accordance with article 10.8.
17.1. Each party agrees never to disclose confidential information relating to the Company, to business, to Customers, to clients or to suppliers of the other party or any member of the group of companies that the others are part of, except as permitted by Article 16.2.
17.2. Each party may disclose the other party’s confidential information:
17.2.1. To its employees, officers, representatives or advisors on a need to know this information basis to perform the duties of the party in accordance with this Contract. Each party shall ensure that its employees, representatives or advisers to whom it discloses the confidential information of the other party comply with this Article 16; and
17.2.2. As required by law, a court of competent jurisdiction or any governmental or regulatory authority
17.3. No party shall use the confidential information of the other party for any purpose other than that of complying with its duties under this Contract.
18.1. These General terms and any amendments thereto constitute the entire Contract and the covenant between the parties and supersede any prior Contract between the parties relating to the subject matter of this Contract. Each of the parties acknowledges that by entering this Contract and accepting the document to which it refers, it does not rely on, and will have no claim in respect of any statement, representation, warranty, underestimation, promise or assurance (whether by negligence or innocently) by any person (whether or not party to this Contract), other than as formally set forth in this Contract. Nothing in this Article shall limit or exclude any liability for fraud
18.2. If either party fails to pay on the due date any amount payable by it under this Contract, the other party shall be entitled, but shall not be obliged, to apply a simple interest to the unpaid amount, from the due date to the date of the actual payment, at the Belgian legal rate.
18.3. In no event shall any delay, failure or omission (in whole or in part) in the enforcement, exercise or performance of any right, power, privilege, claim or remedy conferred by this Contract or by law , or as a result thereof, be deemed to be a waiver of any other right, power, privilege, claim, or remedy in respect of the circumstances in question, or operate in such a manner as to preclude its application, or that of any other right, power, privilege, claim or remedy, in any other proceeding at a particular time or time thereafter
18.4. Without our prior written consent, you shall not assign, sublicense, or subcontract this Contract or the rights under this Contract or subcontract, or any of your duties under this Contract or claim to assume any of ‘them. No alleged assignment made in breach of this clause shall confer any right to the alleged transferee.
18.5. If any provision of this Contract is held to be invalid or unenforceable by a court or an administrative body of a court of competent jurisdiction, such invalidity or unenforceability shall not affect the other provisions of this Contract which shall retain all its force and effect.
18.6. Any notice given to us or made under this Contract shall be sent by email to the respective Affiliate Manager or to the following address: email@example.com. We will send you notifications delivered or made under this Contract to the email address indicated in your application form or to any other email address you have notified us. Any notice shall be deemed as having been received within two hours of its sending provided that it is not received on a business day between 9 am and 5 pm in which case it shall be received on the first working day following the notification, between 9 am and 5 pm.
18.7. Each party agrees, at any time during and after the Contract, not to use, disclose or communicate to any person, other than its professional representatives or advisers, or as may be required by law or by a lawful authority any confidential information relating to the business or affairs of the other party or a member of the group of companies to which the other party belongs, that it may already be or in the future become aware of ; and no party shall use any part of such confidential information, directly or indirectly, for any purpose other than the purpose of this Contract. Each of the parties shall reasonably make their best efforts to prevent the publication or disclosure of confidential information associated with these matters.
18.8. Nothing in this Contract is intended to 2cause and will cause, a partnership to be set up between the parties, nor allow one of the parties to act for the other as an agent; and no party shall be authorized to act for or on behalf of the other or otherwise, or to commit the other in any manner (including, without limitation, to make a representation or warranty, assume a duty or a guarantee and the exercising of a right or power)
18.9. No party shall make any announcement relating to this Contract or its subject matter without the prior written consent of the other party unless required by law or by a judicial or regulatory authority
18.10. Except to the extent that this Contract formally provides that a third party may, under its own law, have enforced any provision of this Contract, no person not a party to this Contract shall be entitled to rely on any provision of this Contract or to make it effective. However, this does not affect any right of a third party, existing or available outside this Contract.
18.11. The validity, construction and performance of this Contract (and any claims, litigation or matters arising out of or in connection with it or its enforceability) shall be governed by and construed in accordance with Belgian law. Each party irrevocably submits to the exclusive jurisdiction of the Belgian Courts for any claim, dispute or matter arising out of or in connection with this Contract or its application.