“VC Associate” means in the case of all the VC Services Victor Chandler (International) Limited. The Affiliate’s contract under the Affiliate Programme is at all times with NSL and notwithstanding any relationship NSL may have with any VC Associate NSL shall be fully responsible for performance of all its obligations under the Affiliate Programme. Where the context so requires the singular includes the plural and vice versa. General – Terms and Conditions
1 NSL has an agreement with the relevant VC Associate to provide to such VC Associate services including marketing arrangements and the placing of advertising in respect of the VC Service(s) operated by that VC Associate.
2 The Affiliate will establish and retain on the Affiliate Website a specific (to the Affiliate's Website) link to the VC Service by means of a "tracked link".
3 The arrangement commences on confirmed approval of the Affiliate Website into the Affiliate Programme by email from NSL’s Affiliate Programme Manager and continues until terminated by either party giving not less than one month's written notice. ("Term")
4 The Affiliate Website will only use NSL-approved banners, icons, imagery or text and will not alter the appearance of such banners icons, imagery or text unless given written authorisation to do so by NSL. The Affiliate has no right to any title or other interest in any such items and is allowed to use them only during and for the sole purposes of the arrangement between the parties
5 NSL will ensure that the relevant VC Associate and its VC Service has all facilities to enable betting or (as the case may be) gaming transactions to be undertaken via the relevant VC Service website including, in accordance with its normal practice, all betting and gaming propositions, customer account-opening facilities, stake-processing facilities, and other processing requirements and all "back office" processing for financial and administrative operations including a Customer Service Centre.
6 NSL complies and will ensure that every VC Associate complies with all applicable betting and gaming laws in its country of operation and/or in the United Kingdom (as the case may be) and holds and maintains all necessary betting or gaming licence(s) for the VC Service(s) operated by such VC Associate. NSL is responsible for any failure by itself or any VC Associate to comply with any applicable betting and gaming laws and will indemnify the Affiliate against any consequences of such failure.
7 Customers undertaking transactions with on any VC Service open accounts with the relevant VC Associate in order to transact. NSL or each VC Associate has processing and accounting systems in order that the accounts created by customers who do so via the Affiliate's Website are "tagged" so as to be identified as attributable to the Affiliate for the purposes of these terms and conditions ("Registered Customers") by whatever method they subsequently carry out transactions.
8 Deposits are collected from and payments are made to Registered Customers through credit card/debit card and other mechanisms as operated by NSL or a VC Associate from time to time.
9 At monthly intervals the Fee will be calculated as appropriate and payment of the Fee if applicable will be made to the Affiliate (settlement of the "Account"). NSL maintains suitable accounting records to identify transactions by Registered Customers and to show amounts due to the Affiliate and the Affiliate will have access to such records for inspection and verification purposes through the Affiliate Programme site pages.
10 The Account shall be finalised on expiry of the Term and any periodic payments prior to such finalisation shall be on account of that final position. Any underpayment/overpayment shall be corrected and paid/repaid accordingly. If the Fee calculated as described above during the Term is negative, the Affiliate will not be required to make any payment to NSL.
11 The arrangement between the parties will be managed/coordinated via nominated representatives of each party. The Affiliate Website contact will be the person stated on the Affiliate's application to become an Affiliate unless otherwise notified to NSL. The NSL contact will be the NSL’s Affiliate Programme Manager.
12 The Affiliate and the Affiliate Website will not engage in any action, such as spam emailing or spam via downloads of any kind, which if associated with the VC Service name and logo or those of "Victor Chandler", may adversely affect the good will of such name and logo. Any such action will entitle NSL to terminate this agreement forthwith. All good will arising from the Affiliate's use of the VC Service name or the name "Victor Chandler" (whether or not in conjunction with other names or words) will be solely to the benefit of NSL.
13 NSL may terminate this agreement if it determines (at NSL's sole discretion) that the continuation of the arrangement between the parties is impossible or uneconomic as a result of (i) any change in law or regulation or the application of any regulatory requirement affecting NSL or any VC Associate either in relation to its activities as a whole or in relation to any VC Service or (ii) any requirement of any financial or other processor of payments and receipts in connection with the activities of NSL or any VC Associate either generally or related to a VC Service.
14 NSL may introduce a substitute online software Service for any VC Service if it determines (at NSL's sole discretion) that continuation of the use of the software Service underlying the VC Service is inappropriate provided such substitute Service is at least of equivalent performance. NSL will inform the Affiliate prior to any Service substitution being made.
16 Upon termination of this agreement, for whatever reason, the Affiliate Website must remove all VC Service banners, icons, imagery and those of “Victor Chandler” and disable the tracking link to VC Services.
17 All intellectual property rights in any VC Service or any names and logos or other assets of any VC Service or of “Victor Chandler” belong to and shall remain with NSL and the Affiliate obtains no rights in the same or to use the same except as expressly set out in these Terms and Conditions. Except as expressly permitted by NSL, at no time either during or after the term of this Agreement shall the Affiliate use any website address or other name or thing that is similar to any website address or name of NSL or of any VC Associate or that suggests the Affiliate is in any way the proprietor of or in any way linked to any part of the business of NSL or of any VC Associate.
18 The Affiliate will indemnify NSL in respect of any reasonable costs incurred by NSL or a VC Associate as a result of (i) any third party claim arising out of the presence of or the omission of or any inaccuracy in the information posted on the Affiliate Website (ii) any failure to comply with either paragraph 12 of these Terms and conditions or the obligations set out below under the section “Marketing Activities and Responsibilities”
19 NSL and VC Associates will under no circumstances be liable for any loss or damage sustained by the Affiliate as a result of any failure or breakdown of the VC Service or intervening communications media.
20 Except as expressly provided in this Agreement all conditions, warranties, terms and undertakings express or implied statutory or otherwise in relation to the undertaking of the activities provided for in this Agreement are hereby excluded.
21 Neither party shall be liable to the other in contract, tort (including negligence), for breach of statutory duty or otherwise howsoever for any loss of profits, goodwill, business or for any indirect or consequential loss or damage of any description whatsoever.
22 Neither party excludes or restricts liability for death or personal injury for which it is legally liable whether in negligence or for breach of statutory duty or otherwise howsoever.
23 Each provision above is to be construed as a separate provision applying and surviving even if for any reason any one or more of the other provisions is held inapplicable or unreasonable in any circumstances and each such provision shall be construed and remain in force accordingly. Each such provision shall continue notwithstanding any expiry or termination of this Agreement.
24 Except as expressly set out herein, this Agreement and the benefits arising under it are personal to the parties and may not be transferred or assigned in whole or in part, and except as so set out nothing under this Agreement is intended to confer any benefits on any third party under the Contracts (Rights of Third Parties) Act 1999.
25 Players must link through using your Tracker in order for you to receive Affiliate Fees. In no event, are we liable for your failure to use Trackers or for potential Players' failure to properly enter valid Sign Up Bonus Codes. Notwithstanding any other provision herein, we may at any time and in our sole discretion alter our tracking system and reporting format.
26 We reserve the right to close the account of any Affiliate who becomes inactive (meaning that they make no contribution to Monthly Gross Revenue) for any period of 6 months or more.
27 It is the full responsibility of the affiliate to pay any taxes due from their income, in any territory. Marketing Activities and Responsibilities: You shall market to and refer potential Players to the Site. You will be solely liable for the content and manner of such marketing activities (which includes all advertising whether online or otherwise). All such marketing activities must be professional, proper and lawful under applicable rules, regulations or laws (including any laws relation to the content and nature of any advertising or marketing) and otherwise comply with the terms of this Agreement. You shall not and shall not authorise, assist or encourage any third party to:
· Place Marketing Materials on any online site or other medium where the content and/or material on such website or medium is libellous, discriminatory, obscene, unlawful, sexually explicit, pornographic or violent or which is, in our sole discretion otherwise unsuitable.
· Develop and/or implement marketing and/or public relations strategies which infringe any applicable laws regulations or codes of practice relating to marketing including in particular (but without limitation) any laws regulations or codes of practice applying from time to time under the Gambling Act 2005 or issued from time to time by the Gambling Commission or under the authority of any regulatory body having jurisdiction over the marketing of gambling services.
· In particular, develop and/or implement marketing and/or public relations strategies which have as their direct or indirect objective the targeting of marketing of us and/or the Website to any persons who are less than 18 years of age (or such higher age as may apply in the jurisdiction that you are targeting), regardless of the age of majority in the location you are marketing.
· Use Marketing Materials in a manner that may potentially confuse a Player or potential Player.
· Place Marketing Materials on any online site or other medium, where the content and/or material on such online site or medium: Infringes any third party's Intellectual Property Rights; Copies or resembles the Site in whole or in part; Disparages us or otherwise damages our goodwill or reputation in any way or Frames any page of the Site in whole or in part.
· Read, intercept, modify, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person.
· In any way alter, redirect or in any way interfere with the operation or accessibility of the Site or any page thereof.
· Register as a Player on behalf of any third party, or authorise or assist (save by promoting the Site and Services in accordance with this Agreement) any other person to register as a Player.
· Offer any so-called “rake-back” schemes or similar which offers or allows a proportion of the player’s rake to be returned to the player in any form.
· Take any action that could reasonably cause any end-user confusion as to our relationship with you or any third party, or as to the ownership or operation of the site or service on which any functions or transactions are occurring.
· Post, serve or publish any advertisements, communications or promotional content promoting the Site, our Services or Our Marks or around or in conjunction with the display of the Site and/or any part or page thereof (for example and without limitation through any "framing" technique or technology or pop-up windows or pop-under windows or interstitial).
· Cause the Site (or any parts or pages thereof) to open in a visitor's browser or anywhere else used for accessing the Services other than as a result of the visitor clicking on Banners or Text Links contained in or as part of any Marketing Materials.
· Attempt to intercept or redirect (including via user-installed software) traffic from or on any online site or other place that participates in our Affiliate Program.
· Use any means to promote sites which resemble in any way the look and/or feel of the Site whether in whole or in part, nor utilise any such means or site to create the impression that such sites are the Site (or any part of the Site).
· Violate the terms of use and any applicable policies of any search engines.
· Attempt to communicate to Players whether directly or indirectly to solicit them to move to any online site not owned by us or for other purposes without our prior approval.
· Register VC or Victor Chandler -based domain names, misspellings of, or anything else that contravenes the standard affiliate agreement.
· Post Bonus Codes at websites where such posts are against the sites rules and regulations. Eg. Amazon.com book reviews etc. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any Affiliate Fees and/or terminate this Agreement immediately on notice. This Agreement is governed by English law and the English courts have jurisdiction.
Service-specific – Terms and Conditions
A Poker Service
For the purposes of the calculation of any Fee, the “Rake” is the amount taken by the Poker Service from each Registered Customer’s contribution to the pot in a game of multiplayer poker made through an account opened by such Registered Customer from the Affiliate Website. The Fee will be calculated by reference to the value of transactions by Registered Customers on the Poker Service during the term of the Affiliate’s participation in the Affiliate Programme and will be 25% of the net Rake after deducting; a) monies paid out in the form of mandatory betting duties or taxes, or tax on notional gross profits, or other mandatory statutory deductions or mandatory payments to licensing authorities; (b) charges levied by electronic payment or credit card or vetting/fraud scrubbing organisations; (c) returned stakes and void bets; (d) chargebacks and bad debts; and (e) amounts due to the supplier of poker software for the Poker Service. Bonus money and promotional chips given to Registered Customers will not be included in the Rake for the purposes of the Fee calculation.
B Casino Service
The Fee will be calculated by reference to the value of transactions by Registered Customers on the Casino Service during the term of the Affiliate’s participation in the Affiliate Programme and will be 30% of the losses of Registered Customers on the Casino Service through accounts opened via the Affiliate Website after deducting 22% of such losses to cover a) monies paid out in the form of mandatory betting duties or taxes, or tax on notional gross profits, or other mandatory statutory deductions or mandatory payments to licensing authorities; (b) charges levied by electronic payment or credit card or vetting/fraud scrubbing organisations; (c) returned stakes and void bets; (d) chargebacks and bad debts; (e) payments to the supplier of casino software for the Casino Service. Bonus money and promotional chips given to Registered Customers are not included in the losses of Registered Customers for the purposes of the Fee calculation.
C Fixed Odds Betting Service
The Fee will be calculated by reference to the value of transactions by Registered Customers on the Fixed Odds Betting Service during the term of the Affiliate’s participation in the Affiliate Programme and will be 25% of all gross monies paid by Registered Customers on the Fixed Odds Betting Service through accounts opened via the Affiliate Website after deducting (i) monies due to Registered Customers as winnings; (ii) monies due in the form of mandatory betting duties or taxes, or tax on notional gross profits, or other mandatory statutory deductions or mandatory payments to licensing authorities; (iii) charges levied by electronic payment or credit card or vetting/fraud scrubbing organisations; (iv) returned stakes and void bets; (v) chargebacks and bad debts.