Terms and Conditions
Last Updated: November 2023
Affiliate Agreement
This Agreement contains the complete terms and conditions that apply to your participation in this affiliate program (the "Affiliate Program").
It is important that you read and understand the contents of this Agreement". By continuing with your application to join our Affiliate Program, 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 Program, you must be the owner of, or acting on behalf of the owner of, the website that is signing up for this Affiliate Program. If you do not agree with this Agreement or are not authorised to do so, you may not join the Affiliate Program and you should discontinue your application.
If you have any questions regarding our Affiliate Program, please contact us at: [email protected]
1.1 This Agreement sets out the terms and conditions between BresBet Ltd (company No. 13250493) ( BresBet/us/our ) and you in relation to your application to set up an affiliate account (and membership of the Affiliate Program if your application is deemed successful) to promote the "BresBet Sites" described in Clause 1.2 below (or certain parts of the BresBet Sites, depending on the products you are signed up to promote) by the creation of internet hyperlinks and other promotional links such as banners (the "Links") from your website(s) (your "Site") or from your promotional emails (which we have pre-approved) to the BresBet Sites.
1.2 The "BresBet Sites" currently consist of bresbet.com, bresbet.com/casino, bresbet.com/virtuals, bresbet.com/live-casino and any app version of these sites and such other sites as we may add from time to time by notice in writing.
1.3 This Agreement shall govern our relationship with you in relation to the Affiliate Program and modifies, replaces and supersedes any previous versions of this agreement.
1.4 We reserve the right to change any part of this Agreement at any time. Where possible, notice of any material changes will be sent to the last email address provided by you to us in advance of such changes becoming effective but it is ultimately your responsibility to check these terms and conditions regularly. Your continued participation in our Affiliate Program after we have posted the changes will constitute binding acceptance of such changes. The latest modification of the Agreement will be as per the date stated at the top of this Agreement so please check this page regularly for updates.
2.1 By filling in the application form and ticking the check box you confirm that you are over 18 years old and are requesting membership to our Affiliate Program and are agreeing to the terms and conditions of this Agreement. The application form will form an integral part of this Agreement.
2.2 We will in our sole discretion determine whether or not your application has been successful. Our decision is final and is not open to appeal.
2.3 We will notify you by email if your application has been successful with instructions as to what you must do to include the Links on your Site.
3 Affiliate Obligations and Promoting the BresBet Sites
3.1 Throughout the term of this Agreement, you shall:
(a) prominently incorporate, market and promote the BresBet Sites and continually display the most up-to-date Links provided to you by BresBet on your Site and you shall not alter the form, location or operation of the Links without BresBet's prior written consent;
(b) ensure the proper functioning and maintenance of all Links to the BresBet Sites;
(c) provide BresBet at no cost with full access to relevant areas of your Site to enable us to monitor that you are complying with this Agreement;
(d) maintain your Site in an appropriate manner and contact us if you are materially changing design or layout or adding material that you should know, acting reasonably, may influence our opinion as to whether or not you are a suitable affiliate;
(e) promote the BresBet Sites in a socially responsible manner, which particular regard to the need to protect children, young persons and other vulnerable persons from being harmed or exploited;
(f) ensure that at all times all marketing activity complies with Clause 3.1 and Clause 5.27 and is kept within the boundaries provided in the BresBet Affiliate Marketing Guidelines which is sent via email upon successful approval to our Affiliate Program and also emailed to you on a quarterly basis;
(g) limit all online marketing activity to the following approved methods: Online Advertising including Industry Relevant Expertise, Niche Websites, Personal Websites, Comparison Websites, Video Blogs and Web blogs, PPC search campaigns, Loyalty & Reward Sites, RSS Feeds, and Social Media marketing. You must obtain BresBet s permission prior to implementing any method outside of the foregoing and this Agreement sets out the sole and exclusive means by which you may advertise, promote and market the BresBet Sites;
(h) make it clear in any communication by you to potential customers that the communication is made without the knowledge or involvement of BresBet and that any complaint that the recipient may wish to make should be addressed to you and not BresBet;
(i) submit to BresBet for prior approval any proposed use of any BresBet trade mark, domain name, logo or other elements of branding that you may wish to make. BresBet will review the proposed use within a reasonable time but is not required to agree to any proposed use by you;
(j) upon our request, immediately remove any marketing activity promoting BresBet or the BresBet Sites on your Site or on other advertising channels within your control; and
(k) comply with all reasonable instructions of BresBet in relation to this Agreement.
3.2 Throughout the term of this Agreement, you shall not:
(a) place the Links on pages of your Site aimed at persons under the age of 18 years or otherwise target, whether directly or indirectly, such persons for gambling-related services;
(b) place the Links on websites other than your Site as specified in your application form without BresBet's prior written consent;
(c) offer any special benefits or other incentives (including for example any payment) to any person for using the Links on your Site to access the BresBet Sites;
(d) read, intercept, copy, record, redirect, interpret, or otherwise interfere with, or fill in the contents of, any electronic form or other materials submitted to us by any third party;
(e) contain on your Site any material which is defamatory, sexually explicit, unlawful, harmful, threatening, obscene, harassing, or racially, ethnically, or otherwise objectionable or discriminatory, violent, politically sensitive or otherwise controversial or in breach of our rights or any third party rights and shall not link to any such material;
(f) modify any of the Links other than in accordance with this Agreement;
(g) engage in transactions of any kind on the BresBet Sites on behalf of any third party;
(h) authorise, assist, or encourage any other person to engage in transactions of any kind on the BresBet Sites other than in accordance with this Agreement;
(i) take any action that could cause any third party (end users or otherwise) confusion as to our relationship with you, or as to the site on which any functions or transactions are occurring;
(j) other than providing the Links on your Site in accordance with this Agreement, post or serve any advertisements or promotional content promoting the BresBet Sites;
(k) artificially increase (or attempt to so do) monies payable to you by BresBet;
(l) attempt to intercept, redirect or otherwise interfere with (including, without limitation, via user-installed software) traffic from or on any website that participates in our affiliate program;
(m) solicit non-member affiliates or any other third-parties ("Sub-Affiliates") to distribute offers and claim commission on such activities. You are prohibited from starting a Sub-Affiliate network using BresBet offers and media assets without our express written consent in advance;
(n) purchase, bid for, register or otherwise acquire keywords, adwords, 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 BresBet 's (or a member of its Group's) intellectual property rights, including without limitation copyrights, trademarks (whether registered or unregistered), brand names, domain names, graphics and designs used by BresBet in connection with the BresBet Sites. However, this does not extend to the use of metatag keywords on your site which are identical or similar to any of BresBet s trade marks or trade names including the term "BresBet";
(o) directly or indirectly refer visitors from your Site or Customers (as such term is defined in Clause 5.1) who you suspect (or ought to suspect) are likely to abuse promotions or services available on the BresBet Sites;
(p) market or promote any BresBet Sites within or to persons from any Restricted Territories; or be involved in any traffic coming from any Restricted Territories; or allow, assist or encourage circumvention of any restriction put in place by BresBet and/or any BresBet Sites in connection with Restricted Territories;
(q) place the Links on websites providing unauthorised access to copyrighted content (such illegal streaming sites or file sharing sites); or
(r) send any marketing communications relating to BresBet via SMS or email without the prior written consent of BresBet.
3.3 If we determine, in our sole discretion, that you have breached any of the provisions of Clauses 3.1 or 3.2, we may (without limiting any other rights or remedies available to us) withhold any monies otherwise payable to you under this Agreement and/or terminate this Agreement with immediate effect.
3.4 Neither you nor your direct relatives nor any connected party on your behalf (whether a director, contractor, partner, agent, employee or otherwise) are eligible to become a Customer (as such term is defined in Clause 5.1) and you shall not be entitled to any share of Net Revenue (as such term is defined in Clause 5.1) or any other remuneration from BresBet in relation to such persons. Direct relatives in this context shall include your spouse, partner, parent, child or sibling.
3.5 Only one affiliate account is permitted per affiliate. BresBet reserves the right to close down any duplicate accounts and to cancel any amounts otherwise due under such accounts.
3.6 BresBet shall have the right to examine your books, records, systems and other materials and information relating to this Agreement and the services provided hereunder for the purposes of ascertaining your compliance or otherwise with the terms hereof. For that purpose, you hereby grant to BresBet and its professional advisers a right of access to your premises, systems and information on the giving of reasonable notice during normal business hours. BresBet and its professional advisers shall have the right to take copies of any records it reasonably requires and you shall provide all necessary cooperation free of charge.
4 BresBet's Obligations
4.1 BresBet shall create, operate and maintain the BresBet Sites.
4.2 BresBet will provide you with the Links in various formats (e.g. flash, animated gif and text formats). At our sole discretion, the Links may include a bespoke affiliate ID (a btag ) which may be modified by us from time to time. BresBet will use reasonable endeavours to ensure that the Links will link directly to the relevant section of the BresBet Sites.
4.3 Subject to your complying with all of the terms of this Agreement, BresBet shall use all reasonable endeavours to ensure that whenever a Customer visits the BresBet Sites through the Links and subsequently places a bet with BresBet, the relevant Customer is identified as originating from your Site. However, BresBet shall not be liable to you in any way if BresBet is unable to identify a Customer as originating from your Site. You should note in particular that if you do not comply with the requirement to obtain consent to tracking, or where an end user refuses to grant such consent, or where you fail to comply with any other applicable laws including in relation to data privacy and security, we shall not be liable to you in any way in respect of the actions of that end user or Customer.
4.4 If you have been a Customer of BresBet and self-excluded in the past, any information provided by you as a personal account holder will be retained only for that purpose and not for any other purpose (commercial or otherwise).
4.5 BresBet may at any time or times without notice to you:
(a) change the name of the BresBet Sites;
(b) change the BresBet Affiliate Programme Guidelines; and
(c) target the BresBet Sites at potential customers in such additional country or countries as it chooses, provided it maintains that part of the BresBet Sites that is directed at the UK.
4.6 This Agreement is non-exclusive and does not prevent or restrict BresBet from entering into similar or different agreements with third parties. BresBet makes no representation that the terms of this Agreement are similar to or the same as the terms of any other agreement it has entered or may enter into with any third party.
5 Payments, Money Laundering, & Your Identity
5.1 In this Clause 5 the following words shall have the following meanings:
Affiliate Program Site shall mean https://affiliates.bresbet.com/
Affiliate Commission shall mean the commission payable to you in accordance with this Clause 5.
Restricted Territories shall mean any country other than the United Kingdom and Ireland;
Customers shall
mean visitors from your Site who enter the BresBet Site via the Links and who
register (to include the provision of a valid email address and such other
information as BresBet may require) and open an account with BresBet and where
such visitor complies with the terms and conditions of the BresBet Site and
places a bet with BresBet or any of its partners on the particular product or
service the subject of our agreement with you (for example, if our agreement
with you relates to sports betting, only bets placed on sports betting will be
counted, and not stakes wagered on games etc.). For the avoidance of doubt it
shall exclude any end user that is at that time an existing or previous
customer of BresBet;
Net Casino Winnings means total winnings from Customers (stakes
received less winnings paid out) generated by the casino product accessible via
the bresbet.com/casino website or any downloadable client less any
payments to third party software providers, the cost of any promotional offers (including
any sign up bonuses), any jackpot contributions which BresBet must pay in
respect of any Customers, adjustments made for any credit card charge-backs or
any other reversal of a payment, fraudulent or otherwise voided or modified
transactions, bad debt, and liability to any betting duty or licensing fees for
data or other duty, tax or expense that may arise;
Net Fixed Odds Winnings means total winnings from Customers fixed odds betting (stakes received less winnings paid out) less adjustments made for any credit card charge-backs or any other reversal of a payment, fraudulent or otherwise voided or modified transactions, bad debt, the cost of any promotional offers (including any sign up bonuses), payments to any sporting bodies (including any football governing bodies and the British Horseracing Authority or any similar body in any jurisdiction), hedging costs and liability to any betting duty or licensing fees for data or other duty, tax or expense that may arise;
Net Multiples Winnings means total winnings from Customers multiples betting via the bresbet.com website (stakes received less winnings paid out) less adjustments made for any credit card charge-backs or any other reversal of a payment, fraudulent or otherwise voided or modified transactions, bad debt, the cost of any promotional offers (including any sign up bonuses), payments to any sporting bodies (including any football governing bodies and the British Horseracing Authority or any similar body in any jurisdiction), hedging costs and liability to any betting duty or licensing fees for data or other duty, tax or expense that may arise;
Net Revenue means the total of Net Fixed Odds Winnings, Net Multiples Winnings, and Net Casino Winnings generated by Customers;
Revenue Share Payment means the agreed percentage of Net Revenue for the group of Customers you have referred;
CPA Payment means the agreed amount for each new Customer who deposits and places a bet with BresBet at the agreed level;
Hybrid Payment means the agreed combination of CPA Payment plus Revenue Share Payment; and
"High roller(s)" means a Customer that generates negative Net Revenue of at least 10,000 (ten thousand Great British Pounds) in any given month.
5.2 BresBet will pay the agreed Affiliate Commission on Customers residing in the United Kingdom only.
5.3 Your Affiliate Commission plan will be confirmed by BresBet if BresBet accepts your application ( Commission Plan ). The default Commission Plan is Revenue Share Payment.
5.4 Subject to these terms, BresBet shall pay you in respect of each Customer the agreed Net Revenue Payment, CPA Payment or Hybrid Payment from the date of first registration until the agreed Customer expiry date. The standard Customer expiry date is term is 2 years from first registration.
5.5 For CPA Payment BresBet shall pay you the selected payment or current standard payment which is payable in accordance with the terms on the Affiliate Program Site.
5.6 For Hybrid Payment BresBet shall pay you the selected hybrid CPA payments payable in accordance with the terms on Affiliate Program Site as agreed with your affiliate manager.
5.7 You may request to change your Commission Plan via the Affiliate Program Site no more than once every calendar month. BresBet may accept or reject any such request in its complete discretion. If your request is accepted the new Commission Plan will come into effect on the 1st of the following calendar month and will only apply to Customers introduced after that date.
5.8 BresBet may withdraw a Commission Plan at any time by giving notice to you. You will then be required to select another Commission Plan via the Affiliate Program Site which will apply to any Customers whose date of first registration is on or after your date of selection.
5.9 Other Commission Plans may be introduced by BresBet from time to time in relation to some or all of the BresBet Sites either in addition to or in place of the above Net Revenue based payment. Any such payments will be detailed on the commission page of your BresBet Affiliate account. BresBet reserves the right to make changes to your commission page, including to the levels of commission due to you, and any such changes shall take effect immediately on them being changed in your commission page. Example: Fraudulent players acquired in every calendar month, will be removed from Affiliate's Commission.
5.10 BresBet has the right to reduce the revenue share of affiliates, or to terminate this Agreement and remove such affiliates, who do not deliver at least three new Customer within three calendar months. We will notify you by email where such a reduction or termination will occur. Accounts that are inactive for a longer period (e.g. where you have failed to deliver at least one new Customer in the last six months) may also incur an administrative fee but no such administrative fee will be deducted from your account prior to our having made reasonable efforts to contact you via the contact details last provided by you to BresBet. The administrative fee will be applied against the payments (including future payments) that would otherwise be payable to you. If you have any queries regarding inactive accounts, please contact us for further information.
5.11 BresBet shall provide you with statements accessible via affiliates.bresbet.com detailing the number of Customers and the affiliate commission generated from those Customers, if any, which have accrued to you over the course of the previous calendar month. At the end of a calendar month, BresBet shall record your total share of Net Revenues, if any, during the previous calendar month. In the event that a revenue share in any calendar month is a negative amount, BresBet shall be entitled but not obliged to carry forward and set off such negative amount against future revenue shares which would otherwise be payable to you. However, BresBet shall also be entitled but not obliged to zero the negative balance that would otherwise be carried forward. If a revenue share does not exceed 250 GBP, or currency equivalent, BresBet shall be entitled to withhold and carry forward such sum until the end of the first calendar month in which the revenue share (including any sum carried forward) exceeds 250 GBP, or currency equivalent, at which time payment shall be made in accordance with Clause 5.19. For the avoidance of doubt, you will only receive a payout when there is a positive balance and it is greater than 250 GBP, or currency equivalent, in any given month.
5.12 In calculating the Affiliate Commission for High Rollers, where commission earned by you in relation to a High Roller(s) results in a negative amount in any calendar month, then we shall have the right to carry forward any such negative amounts and the negative amounts will be applicable to and set off against any future commission payable to you in relation to the High Roller(s) until the negative balance has been fully set off against future positive commission. The negative balance carried forward cannot be set-off against other players' positive net revenue.
5.13 Affiliate Commission is payable on a receipts, not accruals, basis so if BresBet receives no revenue on any transaction, no commission is payable.
5.14 You agree that BresBet will raise self-billed invoices on your behalf for all supplies made by You under this Agreement until this Agreement terminates in accordance with Clause 12. You will not raise sales invoices in respect of the transactions covered by this Agreement.
5.15 BresBet will issue the self-billed invoice on your behalf showing your name, address and VAT registration number (if applicable) as notified to us by you, together with all the other details which constitute a VAT invoice. BresBet will inform you if BresBet will outsource the issue of self-billed invoices to a third party.
5.16 You will notify BresBet immediately if you:
(a) change your VAT status including if you become VAT registered or if your VAT registration number changes;
(b) cease to be VAT registered;
(c) sell your business, or part of your business; or
(d) change your bank details.
5.17 You agree to notify BresBet within 14 days of issue of the invoice if there are any errors on the invoice. If no errors are notified to BresBet within 14 days of issue of the invoice, you agree to accept the invoice issued by BresBet on your behalf.
5.18 You agree that the VAT (if applicable) shown on the self-billed invoice issued by BresBet on your behalf for supplies made by you under this Agreement, is your output tax liability due by you to the relevant tax authority. For avoidance of any doubt, you acknowledge that you will remain responsible for any of your VAT and/or tax registration, VAT bookkeeping, VAT, tax and statistical filing, payment and record keeping obligations as applicable.
5.19 Unless otherwise agreed in writing, the relevant revenue share payable by BresBet to you shall be automatically raised and paid out (in accordance with Clause 5.11) within 60 days of the end of the relevant calendar month. Such revenue share shall be paid in pounds sterling, inclusive of VAT if applicable.
5.20 You shall indemnify on demand and hold harmless us from and against any and all losses, demands, claims, damages, costs, expenses (including, but not limited to, consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by BresBet in consequence of any breach by you of this Clause 5 or as a result of your VAT status being different from that notified to us.
5.21 BresBet may engage the services of a third party to provide both the affiliate platform and system maintenance. We have service levels in place and expect these to be upheld but we do not have total control over these services and therefore cannot be held responsible and have no liability to you for any failures arising from such third party services. You shall cooperate with us, and to the extent necessary our third party service providers, to give effect to the terms and spirit of this Agreement.
5.22 We shall make reasonable efforts to make any payments due to you within 60 days of the end of each calendar month. However, we shall not be liable for occasional delays or delays outside of our control. For example, any changes in the contact or banking details provided by you may give rise to a delay of up to 60 days in making any payments due. Where you become aware of any overdue payments due to you, please contact us immediately and we will seek to resolve the matter as soon as possible. Please note, we accept the following payment methods only: Bank Wire Transfer (not including money transfer services/apps).
5.23 We shall use reasonable endeavours to make payments due to you using the payment details provided to us. However, in certain circumstances we may be unable to make payments to you for reasons outside of our control (for example where the bank account details provided are inaccurate or incomplete). Where this occurs, we shall make reasonable efforts for a period of up to six (6) months to contact you via the contact details last provided by you to BresBet to obtain alternative payment details. If we are still not in a position to make the payments after this period, we may close or suspend your account without further notice and you shall be deemed to have forfeited any entitlement to payment.
5.24 If an error is made in the calculation of your share of the Revenue Share/CPA/Hybrid Payment, BresBet reserves the right to correct such calculation at any time and to reclaim from you any overpayment made by BresBet to you (including, without limitation, by way of reducing future payments which might otherwise be due to you from us from time to time).
5.25 It is the policy of BresBet to actively prevent, to the extent within its control, money-laundering and any activities that facilitate money-laundering or funding of terrorist or criminal activities. BresBet reserves the right to attempt to verify your identity through the information provided by you, by obtaining information from public sources or by such other means as it reasonably deems necessary.
5.26 You shall provide us with any supporting documents (e.g. any or all of the following for individuals: valid passport copy; valid driving licence copy; a copy of a utility bill; a bank statement, or in the case of a corporation: a copy of the company s certificate of incorporation; constitutional documentation; information regarding the identity of the beneficial owner of the company and the identity of the directors of the company) requested by us and you understand that payments may be delayed if supporting documents are not provided.
5.27 You warrant and represent that you shall at all times:
(a) comply with all laws, rules and regulations which are applicable to your compliance with our obligations in this Agreement;
(b) comply with the UK Code of Non-broadcast Advertising and Direct and Promotional Marketing ( CAP Code ), a copy of the CAP Code is available here.
(c) comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the UK Bribery Act 2010, to the extent applicable ( Relevant Requirements );
(d) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(e) Comply with any related policies or guidelines as directed by BresBet from time to time, including the The BresBet Affiliate Marketing Guidelines ( Relevant Policies );
(f) have and shall maintain in place throughout the term of this Agreement policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and Relevant Policies, and will enforce them where appropriate;
(g) promptly report to the BresBet any request or demand for any undue financial or other advantage of any kind received by you in connection with the performance of this Agreement; and
(h) upon request and within a reasonable period, you shall certify to BresBet in writing compliance with this Clause 5.27. You shall provide such supporting evidence of compliance as BresBet may reasonably request.
5.28 Breach of Clause 5.27 shall be deemed a material breach of this Agreement.
5.29 In accordance with the terms of the licence conditions and codes of practice of the UK Gambling Commission, BresBet is required to ensure that third parties shall, and therefore you undertake: (a) to conduct yourself in so far as you carry out any activities on behalf of BresBet as if you were bound by the same licence conditions and subject to the same codes of practice as BresBet, including but not limited to assisting BresBet in the display of such information and the provision of such links (for example a link to the Gambling Commission s website) as may be required by the Gambling Commission; (b) to comply with any technical standards for remote gambling systems as may be set by the Gambling Commission; (c) to provide such information to BresBet as it may reasonably require in order to enable BresBet to comply with its information reporting and other obligations to the Gambling Commission; and (d) not to encourage players to play longer or wager more than the player might otherwise do. BresBet may immediately terminate this Agreement if, in BresBet s reasonable opinion, you are in breach of this Clause 5.29 or have otherwise acted in a manner which is inconsistent with the Gambling Commission s licensing objectives.
5.30 You are solely responsible for your own marketing and promotional activities and you shall carry out such activities in a responsible manner, complying with all applicable laws, regulations and advertising codes. In particular you: (a) shall have appropriate privacy and security safeguards in place; and (b) shall comply with your obligations in Clause 5.25. You shall immediately comply with BresBet s requests in relation to this Clause 5.30. Where you fail to do so, BresBet reserves the right to immediately terminate this Agreement.
5.31 For all amounts payable by BresBet under or in connection with this Agreement, we may at our discretion determine which entity/entities within the BresCorp Group shall make payments and in what proportion.
5.32 Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the parties. You shall be accountable to the Revenue Commissioners, Customs and Excise or such other relevant authorities for all taxation payable on or in respect of payments we make to you and shall indemnify BresBet from and against any liability that may be imposed on us in relation to same.
6 Errors
6.1 BresBet makes every effort to ensure that no errors are made in the calculation of amounts due to affiliates. However, human, systems and/or third party error may occasionally result in errors. BresBet reserves the right to correct any obvious errors and to void any payments (to include the right to be reimbursed where payments have been made in error) where such have occurred.
6.2 In the case of any blatant errors in payments made (including for example where the payment made is materially different to previous or comparable payments/periods and/or the payment is clearly incorrect, depending on all of the circumstances), the amount paid will be rebalanced at the appropriate rate. Should you be credited in error, it is your responsibility, and you undertake, to notify BresBet of the error without delay. You hereby undertake to provide your full cooperation to BresBet to correct any such errors, including by way of the return of any over-payments. BresBet may set off any payment obligation due to us from you against any future payment obligation owed by us to you under this Agreement.
7 Fraud, Safer Gambling, Protection of Minors, and the Prevention of Crime
7.1 BresBet reserves the right to seek criminal or other sanctions against you if we suspect you have engaged in fraudulent, dishonest or criminal acts and we will disclose such information to the relevant authorities or other relevant third parties as may be necessary in this regard. Fraudulent acts include acts by you which are made in bad faith and/or acts which are intended to defraud BresBet or a member of the BresCorp Group.
7.2 BresBet takes our responsibilities very seriously. To this end, we strive to:
(a) ensure that gambling is conducted in a verifiably fair and open fashion in order to protect customers;
(b) ensure that, to the greatest extent possible, children and other vulnerable persons are protected; and
(c) prevent gambling being or becoming a source of crime or disorder.
7.3 You undertake not to knowingly or negligently, through any act or omission, conflict in any way, or cause BresBet to be in conflict in any way, with any of the objectives set out in Clause 7.2.
7.4 BresBet reserves the right to immediately suspend or terminate any account it believes such account to be involved in fraud, money-laundering and/or any other form of illegal or suspicious activities, to withhold any amounts due on the account, and to report such details as it reasonably considers are necessary to relevant authorities.
8 Licence to use the Marks
8.1 We hereby grant to you a non-exclusive, non-transferable, revocable licence, solely during the term of this Agreement, to use such BresBet intellectual property, including without limitation any logo, trade mark, trade name, design or other similar identifying material owned by or licensed to BresBet or a member of the BresCorp Group (the Marks ) as we make available to you via our online BresBet affiliates media gallery and via electronic newsletters solely in connection with the display of the Links on your Site or in connection with email promotions including the Marks which we approve in advance.
8.2 This licence cannot be sub-licensed, assigned or otherwise transferred by you without BresBet's prior written approval. Your right to use the Marks is limited to and arises only out of this licence to use the Links.
8.3 This licence will be terminated automatically upon the termination or expiry of this Agreement for any reason.
8.4 You shall not assert the invalidity, unenforceability, or contest the ownership of the Marks in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice our or our licensor's rights in the Marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill (which shall vest exclusively in BresBet).
8.5 You shall not register or attempt to register, or be complicit in any third party registering or attempting to register, any trade mark, trade name, logo, or similar identifying material that contain the Marks or are confusingly similar to or are comprised of any of the Marks or any other of our intellectual property rights.
8.6 You undertake not to register or attempt to register or be complicit in or cooperate with any third party registering or attempting to register, any domain name which is similar to any BresBet Sites or intellectual property rights (or intellectual property rights belonging to a member of the BresCorp Group), including (for the avoidance of doubt) any misspellings, other variations of the domain names or other likenesses. Where you breach this Clause 8.6 you will immediately cease use of any such domain and transfer such domain to us or a third party elected by us.
8.7 You undertake to provide all reasonable cooperation with us in protecting the Marks against third party infringement or any other attack.
9 Additional Warranties
9.1 Each party to this Agreement represents and warrants to the other that it has, and will retain throughout the term of this Agreement all right, title and authority to enter into this Agreement, to grant to the other party the rights and licences granted in this Agreement and to perform all of its obligations under this Agreement.
9.2 You warrant and represent that you are of legal age for gambling as determined by relevant legislation in your jurisdiction. Affiliates who are under 18 years of age are not permitted to participate in the affiliate program.
9.3 You warrant and represent that you will not, directly or indirectly:
(a) do any act or omission that disparages BresBet, a member of the BresCorp Group of BresBet Sites, or is damaging to the interests, reputation or goodwill of the aforementioned parties and sites; or
(b) do any activity that in our reasonable opinion would be deemed unsuitable, inappropriate or fraudulent.
10 Data Protection
10.1 Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to information security, the use of personal data, including (without limitation) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and the UK GDPR. This clause is in addition to, and does not reduce, remove or replace, a party's obligations arising from such requirements.
10.2 Under the ePrivacy Directives, information (not just personal data) may not be stored on or retrieved from a person s terminal equipment unless the individual: (i) has been given clear and comprehensive information about why this is being done; and (ii) has given her/his consent. You shall inform users of your Site that tracking technology will be installed on their hard drive if he/she clicks on the Links and shall obtain their consent to such tracking prior to storing or retrieving information from a person s computer, smartphone, mobile phone, tablet or other applicable device. You hereby acknowledge that all data relating to Customers shall be and remain the exclusive property of BresBet. It is not anticipated that you will gain access to personal data relating to Customers. However, in the event you do gain access to personal data relating to Customers, such access will be in your capacity as a data processor only and you will be required to enter into a separate data processing agreement with us.
11 Disclaimer
The BresBet Sites and the Links are provided "as is" without any express or implied warranty of any kind, and all warranties including warranties of merchantability, non-infringement of intellectual property rights, fitness for any particular purpose, and of completeness or accuracy of content are hereby excluded to the fullest extent permitted by law. Neither BresBet nor any of its licensors gives any warranty that the supply of material and content on, or links to or from, the BresBet Sites and/or the Links will be uninterrupted, timely, secure or error free or that they are free of viruses or bugs.
12 Indemnity
You shall indemnify BresBet on demand and hold us harmless from and against any and all losses, demands, claims, damages, costs, expenses (including, but not limited to, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by BresBet or any member of the BresCorp Group in consequence of any breach, non-performance or non-observance by you of any of your obligations or warranties under this Agreement.
13 Liability
13.1 This Clause 13 sets out the entire financial liability of BresBet and the BresBet Group (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you:
(a) arising under or in connection with this Agreement; and
(b) in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
13.2 Except as expressly and specifically provided in this Agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.
13.3 Nothing in this Agreement limits or excludes either party's liability for death or personal injury or for breach of any of the indemnities under this Agreement, for which liability shall not be limited.
13.4 We shall not be liable to you in contract, tort, contract, misrepresentation, restitution or otherwise (including liability for negligence) for loss whether direct or indirect of business, depletion of goodwill, revenue or profits, anticipated savings or wasted expenditure, corruption or destruction of data or for any indirect or consequential loss whatever.
13.5 We shall not be liable for any claims by third parties relating to your Site or any of the products or services associated therewith and you will fully indemnify us in respect of any losses we or any member of the BresCorp Group suffers (directly or indirectly) in connection with any such claims.
13.6 Subject to clause 13.3, the total aggregate liability of BresBet howsoever arising under this Agreement shall not, in any event, exceed the sum of the total monies paid by BresBet to you over the 12 month period preceding the date on which any liability accrued.
13.7 In no event shall we be responsible for any claim or dispute between you and any user of your Site.
14 Termination
14.1 This Agreement shall commence (or commenced, in the case of existing affiliates) on the date that BresBet notifies (or notified, in the case of existing affiliates) you that your application to join the BresBet affiliates program has been successful ( Commencement Date ) and shall continue for an initial period of 2 years from the Commencement Date, renewing automatically each year thereafter, until terminated in accordance with this Clause 14.
14.2 Either party may terminate this Agreement forthwith on written notice if a receiver, examiner or administrator is appointed of the whole or any part of the other party's assets or the other party is struck off the Register of Companies in the jurisdiction where it was incorporated or an order is made or a resolution passed for winding up of the other party (unless such order or resolution is part of a voluntary scheme for the reconstruction or amalgamation of that party as a solvent corporation and the resulting corporation, if a different legal person, undertakes to be bound by this Agreement), if you are subject to bankruptcy proceedings, or if you are subject to any similar process or procedure to those described in this Clause 14.2 in any part of the world.
14.3 BresBet may immediately suspend or terminate this Agreement upon notice to you:
(a) where you materially breach any term of this Agreement and fail to remedy the breach (if remediable) within the time period specified by BresBet to remedy the same;
(b) in accordance with its rights set out in Clause 3.3, Clause 5.25, Clause 5.27 or Clause 7.4; or
(c) where you are in breach of any warranty within this Agreement.
14.4 BresBet reserves the right to withhold any amounts due to you if any of the circumstances under Clause 14.3 are applicable (whether or not such amounts are generated by the breach).
14.5 BresBet may suspend or terminate this Agreement at its discretion immediately upon notice if it considers that a) you are for any reason unsuitable to be an affiliate. BresBet shall not be required to disclose its reasoning in connection with any such suspension or termination. Where BresBet discloses its reasons for such suspension or termination, it may withhold and/or terminate any payments that otherwise may have been due to you. And/or b) you self-exclude from a BresBet or PlayBook Gaming Ltd account and/or you sign up to a national self-exclusion register (such as GAMSTOP) which excludes you from gambling.
14.6 Either party may terminate this Agreement on delivery of seven (7) days' prior written notice to the other party.
14.7 Termination of this Agreement shall not prejudice any rights of any party which may have arisen on or before the date of termination.
14.8 Upon termination of this Agreement for any reason, you shall remove all of the Links and any other Marks or content owned, developed, licensed or created by BresBet and/or provided to you by BresBet in connection with this Agreement from your Site and all rights and licences granted to you in this Agreement shall immediately terminate.
14.9 We shall be entitled to deduct from any payments due and payable to you, any such debts and liabilities due to BresBet, if any.
14.10 For the avoidance of doubt, you shall not be entitled to any revenue share in respect of revenues generated by Customers following the termination of this Agreement.
15 Confidentiality
15.1 During the term of this Agreement, you may be entrusted with confidential information relating to the business, operations, or underlying technology of BresBet and/or the BresBet affiliate program. You agree to avoid disclosure or unauthorised use of the confidential information to third persons or outside parties unless you have BresBet's prior written consent.
15.2 You shall use such confidential information only for purposes necessary to further the purposes of this Agreement.
15.3 Your obligations with regard to confidential information shall survive termination of this Agreement and you shall fully indemnify us for any losses we or any member of the BresCorp Group suffers (directly or indirectly) in connection with your breach of this Clause 15.3.
15.4 This Clause 15 shall survive termination of this Agreement, howsoever arising.
16 Force Majeure
Neither party shall be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure result from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for six months, the party not affected may terminate this Agreement by giving 30 days' written notice to the affected party.
17 Waiver
17.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
17.2 No delay, neglect, or forbearance on the part of either party in enforcing against the other party any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement.
18 Severance
If any provision of this Agreement is or becomes invalid, void or unenforceable in whole or part, the impugned provision (or part thereof) shall be deemed to be deleted from this Agreement and the remaining provisions (including the remainder of the affected provision) shall continue to be valid and applicable.
19 Assignment and other dealings
19.1 You shall not assign or sub-contract any of your rights and/or obligations under this Agreement without BresBet s prior written consent.
19.2 BresBet may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement.
20 Variation
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
21 Notices
21.1 Any notice given or made under this Agreement shall be in writing and shall be:
sent by email to the following addresses (or an email substituted in writing by the party to be served):
(i) to BresBet at: [email protected]
(ii) to you at: the email address supplied on your application form.
21.2 Any notice shall deem to have been received at the time of transmission, or, if this time falls outside of normal business hours in the place of receipt (being 9:00am to 5:00pm), when normal business hours resume.
22 Entire Agreement
This Agreement (including your application form) contains the entire agreement between the parties with respect to its subject matter and supersedes all previous agreements and understandings between the parties with respect to its subject matter.
23 Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of England and Wales and each party submits to the exclusive jurisdiction of the courts of England and Wales for the resolution of disputes hereunder.
End