Spryme Affiliate program - Terms and Conditions
Please read these Partner Terms carefully before applying to become a partner, as they set out our and your legal rights and obligations in relation to our Partner Programme. You will be asked to agree to these Partner Terms before becoming a Partner.
If you have any questions or comments about the Spryme Partner Programme, please contact us by writing to our Partner Team at: firstname.lastname@example.org
1. Definitions and Interpretation
1.1 The definitions and rules of interpretation in this clause apply in this Agreement.
“Acceptance Email” means an email sent by Spryme to a partner in accordance with Clause 2.3 confirming that the applicant has been accepted into the Partner Programme;
“Partner” means the person (natural or legal) specified as the applicant for our Partner Programme on the Registration Form;
“Partner Website” means the website or websites owned and operated by the Partner and specified on the Registration Form.
Agreement: these terms and conditions, the Compliance Requirements and any other special terms as may be agreed in writing between the parties.
Business Day: any day other than a Saturday, Sunday or public holiday in England and Malta.
Commission: means the percentage of the Net Revenue paid by Spryme to the Partner in accordance with this Agreement and as calculated in accordance with the Spryme commission structure.
Commission structure: means the commission structure contained under clause 28 or any specific commission structure expressly agreed to in writing between Spryme and the Partner.
Compliance Requirements: the “Partner Campaign Briefing Guide”, brand guidelines and written requirements provided by Spryme for use of the branding, logos, trademarks, promotions and any accompanying material as are made available by Spryme to the Partner from time to time.
Consumer Protection Legislation: the legislative and statutory requirements applicable to the conduct of arrangements with the Referred Customers and potential customers, including, (without limitation), the Consumer Rights Act 2015 and the Consumer Protection from Unfair Trading Regulations 2008), each as amended from time to time.
Database: any storage medium belonging to Spryme (or any of Group Companies) which contains, holds, stores or processes data which is owned or controlled by Spryme or is licensed to or under the control of Spryme, including but not limited to any such medium relating to the Referred Customers and other users of the Website.
“Effective Date” means the date the Agreement comes into force as specified in Clause 2
Fraud: an actual or attempted act by the Partner or any Referred Customer which is reasonably deemed by Spryme to be (i) illegal in any applicable jurisdiction; (ii) made in bad faith; or (iii) intended to defraud Spryme or the Licensed Operator and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes any damage or harm to Spryme or the Licensed Operator.
Gambling Commission: The Gambling Commission of Great Britain, Ireland, Isle of Man and any other applicable commissions.
Group Company: any entity directly or indirectly controlling, controlled by or under common control with Spryme or the Partner. For the purposes of this definition, the term "control" shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management or policies of the person or entity, whether by voting, management authority, contract, or otherwise.
Kwiff Platform: the software capable of being used on a mobile handset, and other software and hardware, which together processes information related to the interaction between the Referred Customers and the Website.
Licensed Operator: the owner and operator of the Websites.
Licensing Objectives: the licensing objectives set out in Section 1 of the Gambling Act 2005 and any superseding legislation, being: (i) preventing gambling from being a source of crime and/or disorder, being associated with crime or disorder and/or being used to support crime; (ii) ensuring that gambling is conducted in a fair and open way; and (iii) protecting children and other vulnerable persons from being harmed and/or exploited by gambling.
Lifetime: Any referred customer that generates revenue has a lifetime two (2) years from the point of registration and will not be included in the partners aggregated net revenues accordance with clause 6.2
Link Pages: the web pages of the Partner Sites that provide a hyperlink directly to one or more pages of the Website.
Minimum Requirement: shall have the meaning given to it at clause 6.6.
Monthly Period: means each calendar month.
Net Revenue: for each Monthly Period, the revenue generated from Referred Customer’s real money wagers on the Website less all of the following: (i) monies paid out to Referred Customer as winnings; (ii) any duties, taxes, levies, statutory deductions or other similar charges or payments to any relevant authority, including but not limited to governmental bodies, licensing authorities and any eligible governing sporting bodies; (iii) charges levied by electronic payment or credit card organisations; (iv) the cost of all bonuses, free bets, free spins, free chips and any other incentivised offer provided to Referred Customers as a marketing or promotional activity; (v) fraud costs and bad debts; (vi) chargebacks; (vii) returned stakes and (viii) any licensing fees, royalties and revenue share which is paid to any third party in order to exploit any content, technology or other product used from time to time on the Website.
Partner Sites: the websites maintained and operated by the Partner.
Referred Customers: those individuals who (i) access the Website directly via tracking links on the Partner Sites, (ii) completes registration on the Website and (iii) stakes a bet or wager of not less than five pounds (GBP 5.00) (or currency equivalent) within thirty (30) days of registration but excluding all those individuals who have or have previously been allocated a User ID.
“Registration Form” means the HTML form on the affiliate.kwiff.com Website enabling users to apply to become partners.
User ID: a unique reference allocated to customers by the Kwiff Platform.
VAT: Value Added Tax or any equivalent tax chargeable in the United Kingdom or elsewhere.
Website(s): those websites and apps operated by the Licensed Operator promoted by Spryme and offered via the Kwiff Platform from time to time and all of their related pages.
1.2 A reference to writing or written includes email.
1.3 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. The Agreement
2.1 In order to apply to become a Partner, the applicant must complete and submit the Registration Form or accept these terms and conditions during the registration process.
2.2 If the applicant makes any input errors during the order process, these may be identified and corrected by the applicant before the Registration Form is submitted.
2.3 The Agreement will come into force if and when the Spryme sends to the Partner the Acceptance Email, following the submission of a completed Registration Form by the Affiliate.
2.4 The Agreement will continue in force indefinitely, unless and until terminated in accordance with Clause 13.
3. Partner Warranties
3.1 The Partner hereby represents and warrants that:
3.1.1 it has, and will retain throughout the term of this Agreement, title and authority to enter into this Agreement, and to perform all of its obligations in this Agreement.
3.1.2 it has provided Spryme with complete, valid and truthful information.
3.1.3 it has obtained and will maintain in force all necessary registrations, authorisations, consents and licenses necessary to fulfil its obligations under this Agreement.
3.1.4 it shall act at all times in a manner consistent with the Licensing Objectives as if it were a licensee of the Gambling Commission and shall provide such information as Spryme may reasonably request from time to time to demonstrate its adherence with the Licensing Objectives.
3.1.5 it shall comply with the Consumer Protection Legislation and with all directions and instructions issued by Spryme to ensure compliance with the Consumer Protection Legislation and shall not act in any way that would restrict or impede Spryme’s compliance with Consumer Protection Legislation.
3.1.6 it shall not alter the appearance, design or content of any artwork, banners, text links or any other material provided to the Partner directly by or on behalf of Spryme.
3.1.7 it shall comply with all applicable laws, codes, guidelines and regulations in the performance of their obligations including but not limited to the Licensing Conditions and Codes of Practice issued from time to time by the Gambling Commission; and
3.1.8 it fully understands and accepts the contents of this Agreement.
4. Company’s rights and obligations
4.1 Spryme shall assign a unique player tracking code to the Partner and User IDs for each Referred Customer. By means of the player tracking code Referred Customers acquired via the Link Pages on the Partner Sites and the wagers placed during such sessions are registered and/or can be tracked by Spryme.
4.2 Spryme shall administer the turnover generated via their chosen reporting tool (Income Access), record the net revenues and the total amount of Commission earned via the Link Pages and shall provide the Partner with commission statistics within ten (10) Working Days from the end of each Monthly Period.
4.3 Subject to the Partner complying with its obligations under this Agreement, Spryme shall pay the Partner the Commission.
4.4 Spryme may at any time modify, amend, update or vary the Compliance Requirements and shall notify (which may be by email) you as soon as reasonably practicable of any such changes to the Compliance Requirements.
4.5 Spryme reserves the right to suspend the payment of the Commission with immediate effect and/or deduct amounts payable in respect of any subsequent Commission due to the Partner if any traffic is deemed to have been referred through fraudulent means or in breach of this Agreement.
4.6 Spryme reserves the right to request any information from the Partner as it may from time to time deem fit for due diligence purposes in line with its obligations under applicable law.
4.7 Spryme reserves the right to hold payments until the Partner has completed and passed the Due Diligence questionnaire. Under the conditions of our regulation, we are required to request and verify details of our business partners.
5. Partner obligations
5.1 The Partner shall use all reasonable commercial efforts to market and promote the Website and the products and services available on the Website and shall prominently display the Link Pages on the Partner Sites.
5.2 The Partner shall be responsible for developing, operating and maintaining the Partner Sites and for all materials that appear on it. In particular, but without limiting the generality of the foregoing, the Partner shall be responsible for:
(a) the proper functioning and maintenance of the Partner Sites and all Link Pages to the Website;
(b) compliance with the Compliance Requirements and shall not alter any marketing materials provided by Spryme without its consent which may be withheld in its absolute discretion;
(c) ensuring that all news, offers and promotions in relation to the Website are current and up to date;
5.3 The Partner hereby undertakes, represents and warrants that:
(a) it will not perform any act, and that the Partner Sites nor will contain any material, which is libellous, discriminatory, obscene, threatening, unlawful or otherwise unsuitable or which contains sexually explicit, pornographic, obscene or graphically violent materials;
(b) it will not target any person who is under the legal age for gambling;
(c) it shall ensure that all marketing, advertising and promotions targeted at potential Referred Customers shall include the following wording:
(ii) “18+ only”; and
(iii) “Terms and Conditions apply”.
(d) it will not target any jurisdiction where gambling and the promotion thereof is illegal and/or where Spryme (or any of its Group Companies) is not licensed to operate and the Partner shall not be eligible for any Commission on any product which is promoted in any jurisdiction where it is illegal to do so.
(e) it acknowledges Spryme's ongoing commitment for the prevention of problem gambling and that the Partner will co-operate with Spryme to actively reduce gambling addictions by, for example, placing links provided by Spryme on the Partner Sites which direct traffic to websites involved in the business of helping problem gamblers;
(f) it will not generate traffic to the Website by illegal or fraudulent activity, particularly but not limited to by:
(i) sending spam or unsolicited mail in its attempt to refer Referred Customers to the Website;
(ii) registering as a player or making deposits directly or indirectly to any player account through his tracker(s) for its own personal use and/or the use of its relatives, friends, employees or other third parties, or in any other way attempt to artificially increase the Commission payable or to otherwise defraud Spryme. Violation of this sub-clause shall be deemed to be fraud; and
(iii) presenting the Partner Sites in such a way that it might evoke any risk of confusion with the Website and/or Spryme and/or any of its brand partners or convey the impression that the Partner Sites is partly or fully associated with/from the Website and/or Spryme.
(g) it will not register or purchase domain names, keywords, search terms or other identifiers for use in advertising or search or referral services which are similar or identical with the intellectual property rights of Spryme and its Group Companies or which include the word "kwiff", “betkwiff”, “kwiffed”, “supercharge”, “supercharged”, “supercharge(d) betting” or variations thereof. The Partner shall not create any applications or Internet pages falsely representing Spryme in any way, shape or form on any social media channels (including, but not limited to, Facebook, Google +, Twitter etc.); and
(h) it shall neither shorten nor wrap of the links on the Link Pages and shall ensure that the most current Link Pages provided by Spryme are used and in any event within twenty-four (24) hours of being provided with such tracking links by Spryme.
5.4 The Partner shall submit to Spryme for prior approval any proposed use of any trade mark, domain name, logo, and other elements of branding belonging to Spryme or the Licensed Operator or its licensors that the Partner may wish to make. Spryme may refuse its approval in its absolute discretion. In the event that Spryme does not respond to any request made by a Partner within five (5) Business Days of any such request, then its consent shall be deemed to be refused.
5.5 The Partner shall provide Spryme with:
(a) all co-operation in relation to this Agreement; and
(b) all access to such information as may be required by Spryme, as is necessary for the proper performance of Spryme’s obligations under this Agreement and/or in order to comply with all applicable laws and regulations.
5.6 The Partner acknowledges and agrees that it has no authority to legally bind Spryme in relation to Referred Customers, other users or anyone else and that it has not been appointed and is not the agent of Spryme for any purpose. The Partner agrees that it shall not make any representation or commitment to anyone about Spryme or the Licensed Operator, the Website or any of the products or services available on the Website.
5.7 The Partner shall comply with all applicable laws and regulations with respect to its activities under this Agreement and to its business including but not limited to ensuring that all of its general marketing and promotional materials in relation to the Website are truthful, not misleading and fully compliant with all applicable law including but not limited to the British Code of Advertising, Sales Promotion, and Direct Marketing (the “CAP Code”) for written communications and the “BCAP Codes” for broadcast advertisements and the Gambling Industry Code for Socially Responsible Advertising and any other advertising codes of practice as required under the Licence Conditions and Code of Practice issued by the Gambling Commission from time to time.
6. Charges and payment
6.1 Spryme shall pay the Partner the Commission in accordance with the terms of clause 6.
6.2 The Partner shall be entitled to receive the applicable Commission for any Referred Customer on the Website provided that such entitlement shall lapse immediately in the following circumstances: (i) this Agreement is terminated by either party for any reason in accordance with its terms; or (ii) Referred Customer with a lifetime of 2 years from registration will be excluded or any specific conditions expressly agreed to in writing between Spryme and the partner.
6.3 The Partner acknowledges and agrees that no payments are due to it under this Agreement otherwise than as expressly set out in this Agreement.
6.4 Within ten (10) working days of the end of each Monthly Period, Spryme shall provide the Partner with a report setting out the Commission due to the Partner in respect of the previous Monthly Period (the “Monthly Report”). Within ten (10) working days of receiving the Monthly Report, the Partner shall issue a valid VAT invoice for the amount of Commission specified in the relevant Monthly Report and such invoice shall always be in Pound Sterling (GBP). Except in the case of manifest error, Spryme shall pay the Partner the Commission for the previous Monthly Period within thirty (30) days of receipt of the invoice issued pursuant to this clause 6
6.5 Spryme will account to the partner for all Payments due in respect of a calendar month within 30 days of the receipt of the invoice, unless the amount due is less than £100.00, in which case the Payments may be held over to the next payment date or any specific conditions expressly agreed to in writing between Spryme and the partner.
6.6 No Commission shall become payable unless and until the Partner has referred a minimum of five (5) Referred Customers within three (3) months from the Effective Date (the “Minimum Requirement”). From the date of satisfaction of the Minimum Requirement, Spryme shall pay any Commissions due including in respect of any Commission accrued prior to satisfaction of the Minimum Requirement or any specific conditions expressly agreed to in writing between Spryme and the partner.
6.7 Payment of the Commission validly due under this Agreement shall be made to the bank account notified to Spryme from time to time. If an error is made in the calculation of the Commission, Spryme reserves the right to correct such calculation at any time. In the case of any overpayment by Spryme, Spryme reserves the right to request a refund from the Partner or deduct the corresponding amount of overpayment to the Partner from the following month’s Commission, and each month thereafter, until the debt is repaid in full.
6.8 If there is a negative balance in the Net Revenue generated by the Referred Customers during any Monthly Period, then Spryme shall have the right to carry over any such negative balance to subsequent months and will set-off such negative amounts against the payments due to the Partner in the subsequent months until the negative balance is fully set-off or any specific conditions expressly agreed to in writing between Spryme and the partner.
6.9 The Partner's acceptance of the payment of the Commission shall be deemed to constitute the full and final settlement of the balance due for the relevant period.
6.10 Any Net Revenue received in currencies other than Pounds Sterling (GBP) shall be converted to GBP by reference to the relevant conversion rates available on www.xe.com on the date on which Spryme pays the Commission to the Partner.
6.11 Spryme may in its sole discretion withhold the payment of any balance to the Partner for up to one hundred and eighty (180) days if Spryme needs to investigate and verify that the relevant transactions comply with the provisions of the Agreement.
6.12 No payment shall be due if Spryme has reasons to believe that the traffic generated by the Partner is illegal or is in breach of any of the provisions of the Agreement.
6.13 The Partner agrees to return all Commission received from Spryme based on fraudulent or falsified transactions and hereby indemnifies Spryme for all costs and losses incurred in relation to such transactions (including, but without limitation, legal fees and costs).
6.14 All amounts payable by Spryme pursuant to this agreement shall be exclusive of VAT. Notwithstanding the foregoing, the Partner is required to provide proof of VAT registration to Spryme if deemed applicable by Spryme and as further specified from time to time by Spryme at its sole discretion.
6.15 The Partner shall notify Spryme immediately if at any time:
(a) its VAT status changes including if it becomes VAT registered or if its VAT registration number changes; and/or
(b) it ceases to be VAT registered; and/or
(c) It sells some or part of its business.
6.16 The Partner hereby agrees that the VAT (if applicable) shown on the invoice for the transactions covered by this Agreement which Spryme raises on its behalf is the Partner’s output tax due to the relevant tax authority.
6.17 The Partner shall notify Spryme of any change in its contact or address details and shall duly complete all relevant forms requiring completion by any taxation or other government authority in relation to its activities under this Agreement.
7. Right to withhold amounts
7.1 Spryme reserves the right to withhold all amounts due and payable to the Partner under this Agreement if it believes that any fraud has taken place or is contemplated which involves the Partner, whether or not the withheld amounts relate to the event in question. If Spryme believes that a Fraud has taken place or is contemplated by any Referred Customer without the Partner’s knowledge, it will be entitled to withhold any amounts due to the Partner in connection with such Fraud. Spryme will also be entitled, in the foregoing events, to set-off from future amounts payable to the Partner any amounts already received by the Partner which can be shown to have been generated by Fraud.
7.2 Spryme reserves the right to delay or withhold payments if any supporting documents relating to the payments to be made to the Partner are not promptly provided to it upon request.
7.3 If Spryme determines, at its sole discretion, that the Partner has engaged in any activity forbidden in this Agreement or that the Partner has otherwise breached any of its representations, warranties or undertakings in this Agreement, Spryme may (without prejudice to any other rights or remedies available to it) withhold any amounts due and payable to the Partner hereunder, whether or not generated by such forbidden activity or breach.
8 Proprietary rights
8.1 The Partner acknowledges and agrees that Spryme and/or its Group Companies own all intellectual property rights in the Website and any materials provided by Spryme to the Partner. Except as expressly stated herein, this Agreement does not grant the Partner any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences belonging to Spryme. All such rights are reserved to Spryme and its Group Companies.
8.2 The Partner acknowledges and agrees that Spryme and/or its brand partners are the sole and exclusive owner of the Database, and that the Partner shall not make any direct or indirect use of such Database, nor retain a copy in any form or manner whatsoever of the Database, or market any goods or services to any customer whose details appear in the Database (including the transfer of such details to any third party).
9.1 Each party undertakes that it shall not at any time during this Agreement, and for a period of five (5) years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any Group Company, except as permitted by clause 9.2.
9.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 9; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority or listed stock exchange.
9.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
9.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
9.5 This clause 9 shall survive termination of this Agreement, however arising.
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 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, the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable EU regulation relating to privacy. This clause is in addition to, and does not reduce, remove or replace, a party’s obligations arising from such requirements.
10.2 Any advertising material sent by the Partner shall always contain an unsubscribe facility whereby the recipient can opt to stop receiving advertising material from the Partner.
The Partner agrees to defend, indemnify and hold Spryme and its Group Companies, successors, officers, employees, agents, directors, shareholders and attorneys, free and harmless from and against any and all claims and liabilities, including reasonable legal and expert fees, related to or arising from:
(a) any breach of Partner's representations, warranties or obligations under this Agreement;
(b) the Partner's use (or misuse) of the marketing material and Spryme's and/or its Group Companies’ intellectual property rights;
(c) all conduct and activities occurring under Partner's user ID and password;
(d) any defamatory, libellous or illegal material contained on the Partner Sites or Partner's information and data;
(e) any claim or contention that the Partner Sites or the Partner's information and data infringes any third party's intellectual property rights or violates any third party's rights of privacy or publicity;
(f) third party access or use of the Partner Sites or the Partner's information and data;
(g) any claim related to Partner Sites or the Link Pages; and
(h) any violation of this Agreement or any applicable laws.
12 Limitation of liability
12.1 This clause 12 sets out the entire financial liability of Spryme (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Partner:
(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.
12.2 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.
12.3 Nothing in this Agreement excludes the liability of either party for any of the following:
(a) death or personal injury caused by Spryme’s negligence; or
(b) fraud or fraudulent misrepresentation.
12.4 Subject to clause 12.3, Spryme shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any of the following:
(i) loss of revenue or profits; or
(ii) loss of contracts or anticipated savings; or
(iii) loss of business; or
(iv) depletion of goodwill and/or similar losses; or
(v) loss or corruption of data or information; or
(vi) pure economic loss; or
(vii) any special, indirect or consequential loss costs, damages, charges or expenses however arising under this Agreement.
12.5 Spryme’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the amount of Commission paid under this Agreement by Spryme to the Partner during the twelve (12) months preceding the date on which the claim arose.
12.6 In no event shall Spryme be responsible for any dispute or claim between the Partner and any users of the Partner Sites.
13 Term and Termination
13.1 This Agreement shall commence on the Effective Date and shall continue until further notice or any specific conditions expressly agreed to in writing between Spryme and the partner unless terminated earlier in accordance with its terms.
13.2 This Agreement shall automatically be terminated in the event that the Licensed Operator is precluded from offering online gambling services.
13.3 Spryme may terminate this Agreement immediately on notice at any time if it discontinues or withdraws, in whole or in part, its affiliate marketing programme. Spryme will endeavour to give Partner as much notice of the same as reasonably practicable, but any such termination will be without liability to Spryme.
13.4 Spryme may terminate this Agreement immediately on written notice if it determines in its sole discretion that:
(i) the Minimum Requirement has not been met within three (3) months of the Effective Date; or
(ii) the Partner is in breach of any applicable law and/or applicable advertising code of practice; or
(iii) the Partner is in breach of any of its obligations under clauses 3.1.4 – 3.1.6 (inclusive); or
(iv) the Partner’s activities prejudices Spryme’s compliance with the Consumer Protection Legislation and/or the Licensing Objectives; or
(v) such termination is deemed to be necessary to comply with Spryme’s internal policies and/or to comply with all applicable laws and regulations; or
(vi) the Partner has (in whole or part) responsible by way of any act or omission which has resulted in any form of Fraud.
(vii) the partners performance will be reviewed every six months with regards to new depositing players. If the partner does not refer any new depositing players over a six month period, Spryme shall have the option to terminate this agreement with immediate effect.
13.5 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability to the other if:
(a) the other party commits a material breach of any term of this Agreement and such breach is irremediable or (if such a breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;
(b) the other party is declared bankrupt or insolvent by court order or if any bankruptcy or insolvency proceedings are commenced against the other party or in the event of any similar situation indicating that the other party is insolvent.
13.6 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement at any time and without cause on immediate written notice in accordance with clause 25.
13.7 The Partner hereby agrees and acknowledges that any breach of applicable laws or regulations may, without limitation, result in fines, penalties, breaches of license conditions and ability to do business, as well as potential civil and criminal action against the Partner or Spryme by the respective authorities. Without prejudice to any of Spryme’s rights herein or at law, Spryme may forthwith terminate this Agreement, in part or in its entirety, should the Partner act in breach of the foregoing and the Partner shall be held fully responsible and liable for any such resulting fine, penalty, claim, action, or loss which is caused to us as a result of its actions, omissions or default as the case may be.
14 Consequences of termination
14.1 On termination of this Agreement for any reason:
(a) all licences and benefits granted under this Agreement shall immediately terminate;
(b) each party shall return and make no further use of any materials and other items (and all copies of them) belonging to the other party; and
(c) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
14.2 Spryme may withhold the Partner’s final payment for a reasonable time to ensure that the correct amount is paid and that there are no debts or liabilities owing by the Partner. Spryme shall be entitled to deduct from any payments due and payable to the Partner, any such debts and liabilities due to it, if any.
15 Use of personal information
15.1 The Partner acknowledges that its personal information (meaning any information about it from which it can be personally identified, such as its name, address, telephone number or email address) may be used by Spryme for the following purposes:
(a) to comply with relevant regulations regarding the Partner’s registration Spryme, including verifying the information which the Partner provides to it;
(b) to monitor activities in order to detect fraudulent or otherwise unlawful, criminal or improper activities (including money laundering) and to investigate and/or prevent any such activities; to report any such activities to any relevant authorities and/or other online gambling and gaming operators or other online service providers;
(c) to keep the Partner informed of future events, offers and promotions in relation to its account and to provide the Partner with important information about its account; and
(d) for any other purpose which is necessary for the performance of Spryme’s contractual obligations to the Partner, or for enforcing the Partner’s compliance with its contractual obligations to Spryme.
15.2 The Partner further acknowledges that its personal information as set out in clause 15.1 above may be disclosed by Spryme to relevant third parties for such purposes, including (without limitation) to:
(a) identify and/or age verification agencies, and/or credit checking agencies;
(b) relevant authorities, other online gambling and gaming operators, other online service providers, banks, credit card companies, electronic payment providers or other financial institutions, and the Partner hereby agrees to cooperate fully with Spryme in respect of any such investigations of activities which it or any such third party may carry out.
15.3 Spryme shall ensure that where the Partner's personal data is transferred outside of the European Economic Area it shall have adequate measures in place to maintain the security of the Partner's personal information.
16 Force Majeure
Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for three (3) months, the party not affected may terminate this Agreement by giving thirty (30) days’ written notice to the affected party.
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
18 Rights and remedies
The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
19.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
19.2 If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
20 Entire Agreement
20.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
20.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
20.3 Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract.
20.4 Nothing in this clause shall limit or exclude any liability for fraud.
21 Assignment and other dealings
21.1 The Partner shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Agreement without the prior written consent of Spryme.
21.2 Spryme 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.
22 No partnership or agency
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
No variation of this Agreement will be effective unless made in writing and signed by both parties (or their authorised representatives).
24 Third party rights
A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
25.1 Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) in the case of Spryme sent by email to: email@example.com and, in the case of the Partner, sent by email, specified on the registration form
25.2 Any notice or communication shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt; and
(b) if sent by pre-paid first-class post or other next working day delivery service, at midday on the second Business Day after posting or at the time recorded by the delivery service; and
(c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
26 Governing law
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
28 Commission structure
Spryme commission structure calculated on a monthly basis. The Number of new depositing (NDC) players per month, commissions and tiers are combined for both sportsbook and casino and for all territories
(i) 0 NDC 10% commission
(ii) 1-5 NDC 20% commission
(iii) 6-20 NDC 30% commission
(iv) 21-40 NDC 35% commission
(v) 41-60 NDC 40% commission
(vi) 61-100 NDC 45% commission
(vii) 101+ NDC 50% commission
(i) 0 NDC 5% commission
(ii) 1-20 NDC 20% commission
(iii) 21-50 NDC 30% commission
(iv) 51-100 NDC 40% commission
(v) 101+ NDC 50% commission
29 Excluded territories
29.1 Under no circumstances shall the partner
(i) market or promote any site; or share or publish any approved content, within or to persons from any excluded territories; or
(ii) allow, assist or encourage circumvention of any restriction put in place by Spryme and/or any site in connection to excluded territories.