1. DEFINITIONS
In these Standard Partner Terms the following capitalised terms shall have following meaning:
“Adjusted Takeout” means in respect of pool betting, Gross Gaming Revenue minus the sums described in limb a) of the definition of Net Gambling Revenue;
“Affiliate” means any person which is, in relation to a company, its parent undertaking or its subsidiary undertaking, or a subsidiary undertaking of its parent undertaking or any other person controlled by or under the same control. “Parent undertaking” and “subsidiary undertaking” shall have the meanings attributed to them in section 1162 of the Companies Act 2006 and shall, notwithstanding the above, also include any company in which the parent undertaking has (whether directly or indirectly) a shareholding of fifty per cent (50%) or more;
“Agreement” means i) these Standard Partner Terms; ii) the Commercial Summary Sheet; and iii) The Tote Partner Marketing and Advertising Requirements and Policy, as updated from time to time;
“Agreement Commencement Date” means the date this Agreement commences as further set out in the Commercial Summary Sheet;
“Agreement Expiration Date” means the date this Agreement expires or terminates in accordance with Clauses 2.2 or 2.3 (whichever is the earlier).
“Applicable Law” means any: (a) statute, statutory instrument, bye law, order, directive, treaty, decree or law (including any common law, judgment, demand, order or decision of any court, regulator or tribunal), including all consumer laws; (b) rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body ; and/or (c) industry code of conduct or guideline, in any case which apply to us and/or to you and/or which relate to the services provided under this Agreement;
“Breakdown of Inventory and Agreed Placements” has the meaning in Clause 3.2 and as further detailed in the Commercial Summary Sheet;
“Chargebacks” means any situation where a payment transaction is either revoked, incomplete or for which a credit is otherwise given. These include, but are not limited to, the reversal of amounts deposited by Customers (such reversal being made on the instruction of the bank or payment service provider or otherwise in accordance with the rules and agreements applicable to the payment method utilised for the deposit of such amounts); or credit card transactions which are not collectable by the Tote as a result of any Customer’s non-payment or Customer Fraud and/or Partner Fraud (as further defined below);
“Commercial Summary Sheet” means the document titled “Commercial Summary Sheet” agreed between the Partner and Tote from time to time;
“Commercial Terms” means the fees payable to the Partner in consideration for the Services and the associated qualifying conditions, as set out in more detail in the Commercial Terms section of the Commercial Summary Sheet;
“Confidential Information” means all knowledge, information or materials of whatever nature and in whatever form (whether oral or written) relating to the disclosing party, any of its Affiliates or the business carried on by any of them from time to time and made available or provided by or on behalf of the disclosing party or any of its Affiliates to the receiving party or otherwise received by the receiving party before, on and/or after the Agreement Commencement Date and all analyses and other documents prepared by or for the receiving party which contain or otherwise reflect any such knowledge, information or materials. Confidential Information includes the terms of this Agreement and knowledge, information and materials relating to: proprietary technology and products including inventions (whether patentable or not), technical data, data record layouts, trade secrets, know-how, research, prototypes, improvements, processes, plans, designs, requirements, architecture, structures, models, methods, processes, product plans, databases and database tables, ideas or concepts, products, services, software, inventions, techniques, processes, developments, algorithms, formulas, technology, designs, schematics, drawings, engineering and hardware configuration information; and business or financial statements and projections, product pricing and marketing, financial or other strategic business plans, subscriber numbers and forecasts, content providers and business models;
“CPA” means (where applicable) the one-off sum payable to the Partner under the Partner Remuneration in respect of each Qualifying Customer as further detailed in the CPA section of the Commercial Summary Sheet;
“Customer” shall mean a Registered Customer and/or Qualified Customer;
“Customer Fraud” means an actual or attempted act by any Customer which is reasonably deemed by Tote to be (i) illegal in any applicable jurisdiction; (ii) made in bad faith; or (iii) intended to defraud Tote or any of the Tote Platform and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes Tote or the Tote Platform any damage or harm. Customer Fraud shall include, without limitation, collusion; abuse of bonuses or other promotions (including the creation of duplicate accounts); violation of money-laundering or other laws and regulations; and/or use of stolen credit cards;
“Electronic Communication” shall have the meaning set out in Clause 5.10
“Fixed Fee” shall mean (where applicable) a one off payment by Tote to the Partner upon completion and delivery of Services to be provided by the Partner during the Term of the Agreement, as further detailed in the Commercial Summary Sheet.
"Force Majeure Event” means any act, event, omission or accident beyond the reasonable control of a party, including, to the extent that these are beyond such control, including (without limitation): nuclear accident or acts of God, declared war, riot, fire, flood, storm, plague, epidemic, pandemic, or telecommunications malfunction or unavailability, except that:
(a) neither lack of funds nor a default or misconduct by any third party employed or engaged as an agent or independent contractor by the party claiming a Force Majeure Event shall be a cause beyond the reasonable control of that party unless caused by events or circumstances which are themselves a Force Majeure Event ;
(b) mere shortage of labour, materials, equipment or supplies shall not constitute a Force Majeure Event unless caused by events or circumstances which are themselves a Force Majeure Event;
(c) a change of Applicable Law shall not constitute a Force Majeure Event for the purposes of this Agreement; and
(d) strikes, lock-outs or other industrial disputes involving the work force of the party claiming a Force Majeure Event or of any of its subcontractors or suppliers shall not constitute a Force Majeure Event for the purposes of this Agreement
“Free Bets” means any bonus or cash promotion credited to the Customer for the duration of the Agreement;
“Gambling Turnover” means all gambling turnover (i.e. stakes) received by the Tote from Customers via the Tote Platform (and in respect of pool betting and sports betting such turnover shall be deemed to accrue at the point of pool settlement). For the purposes of this definition, gambling turnover shall not include i) any bets placed on-course at a GB racecourse, or ii) Tote Ten to Follow bets placed by Customer with Tote;
“GBD” means general betting duty or such other tax, duty or levy as may be introduced by HM Government for the taxation of gambling covered by GBD at the date of this Agreement;
“Lapsed Customer(s)” means any Customer who has been inactive and not participated in any form of gambling or betting activity on the Tote Platform for a period of 375 days or more.
“Last Click Model” has the meaning set out in Clause 9.6;
“LCCP” means the Gambling Commission’s Licence Conditions and Codes of Practice as amended from time-to-time;
“Levy” means i) the sums that Tote is obligated to pay to the relevant Levy Body by Part 17A of the Gambling Act 2005, and/or ii) any other analogous statutory or mandatory scheme (either in addition to or in replacement of the current scheme set out in Part 17A of the Gambling Act 2005) which results in Tote being obligated to pay sums in relation to revenues received by it;
“Levy Body” means any Regulator or governmental body with statutory power to collect a Levy (under Applicable Law);
“Lifetime Revenue Period” shall mean the period in which Revenue Share is payable in respect of each Customer commencing on the date the Customer registers an account on the Tote Website and ending at the earlier of a) the third (3rd) anniversary of the date of the first Qualifying Customer Deposit by a Qualifying Customer ; b) the Agreement Expiration Date, or (c) the date a Customer becomes a Lapsed Customer;
“Links” means a unique tracking URL created by Tote exclusively for the Partner, through which Tote shall track the volume of Customers directed to the Tote Websites by the Partner;
“Net Gambling Revenue” (or “NGR”) means Gambling Turnover less all of the following:
a) in regard to pool betting, official pool dividends plus any dividend adjustments or enhancements (including Tote Guarantee or any other form of dividend enhancement);
b) in regard to any other forms of gambling (including sports betting, games and casino), winnings returned to Customers;
c) GBD;
d) PBD;
e) RGD;
f) Levy;
g) Customer bonuses and promotion (such as any Tote Ten To Follow bonus, prizes and competitions, Free Bets, cash back, price guarantees dividend enhancements or any other promotion relating to odds, dividends or pay outs and any player reactivation incentives);
h) all Gambling Turnover that is subject to Chargebacks;
j) gateway and merchant account processing fees levied by electronic payment or credit card organisations, but, other than as stated in limb g) above, specifically excluding charges or deductions related to fraud or customer reversals (i.e. chargebacks);
k) voids (i.e. voided bets and or games);
l) charitable contributions; and
m) any revenue generated by a duplicate Customer account which is identified by the Tote .
“Non-Pools Betting Takeout” means in respect of non-pool betting, Gross Gaming Revenue minus the sums described in section b) of the definition of Net Gambling Revenue;
“Partner Channels” means those channels where Tote Digital Content or where approved, Partner Digital Content shall be made available to Customers including (without limitation) via mobile, desktop and email, including any future version or replacement of those channels (“Partner Channels”).;
“Partner Digital Content” shall have the meaning set out in Clause 3.4;
“Partner Fraud” means an actual or attempted act by the Partner which is reasonably deemed by Tote to be: (i) illegal in any applicable jurisdiction; (ii) made in bad faith; or (iii) intended to defraud Tote or any of Tote Websites or Tote Platform and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes Tote or the Tote Websites or Tote Platform any damage or harm. Partner Fraud shall include, without limitation: collusion; abuse of bonuses or other promotions; abuse of the Partner Remuneration reward structure; violation of money-laundering or other laws and regulations; false, misleading or unauthorised advertising or representations; use of stolen credit cards; and/or rake-back activity;
“Partner Remuneration” means the remuneration paid to Partner by Tote, based on either (i) Revenue Share; (ii) CPA; (iii) a combination of Revenue Share and CPA; and/or (iv) Fixed Fee; or as otherwise agreed in the Commercial Summary Sheet between the parties, and in accordance with Clause 9of his Agreement;
“Partner Site” means the Partner’s website(s), mobile application or any other marketing channel used by the Partner to direct traffic to the Tote Website(s) as approved by us;
“PBD” means pool betting duty or such other tax, duty or levy as may be introduced by HM Government for the taxation of gambling covered by PBD at the date of this Agreement;
“Qualifying Customer” means an individual who:
(a) is a Registered Customer; and
(b) has deposited an amount equal to or greater than the Qualifying Customer Deposit on the Tote Website via the Links; and
(c) has wagered an amount equal to or greater than the Qualifying Customer Wager on the Tote Website (excluding Free Bets) Via the Links; and
(d) is authorised and permitted to access and use the Tote Platform in accordance with the terms and conditions of use of such Tote Platform and complies with all Applicable Law, rules and regulations.
“Qualifying Customer Deposit” means the minimum amount necessary for Customer to deposit in order to qualify as a Qualifying Customer as further set out in the Commercial Summary Sheet;
“Qualifying Customer Wager” means the minimum amount necessary for Customer to wager in order to qualify as a Qualifying Customer (excluding the value of any Free Bets wagered) as further set out in the Commercial Summary Sheet;
“Registered Customer” means an individual who:
(a) has not previously registered an account on the Tote Platform; and
(b) have had their account registration details adequately validated and approved by Tote including (without limitation) that the individuals are confirmed to be 18 years of age or above; and
(c) have opened an account directly from a Tote Link (on a Last Click Model basis);
“Regulator” means any governmental, judicial or regulatory body with regulatory control, authority, or jurisdiction over us or you or any activity conducted by us or you (including any gambling authority or data protection regulator);
“Revenue Share” means (where applicable) a sum in the amount of a percentage of the Net Gambling Revenue payable to the Partner in relation to Registered Customer(s) as further set out in the Commercial Summary Sheet;
“RGD” means remote gaming duty or such other tax, duty or levy as may be introduced by HM Government for the taxation of gambling covered by RGD at the date of this Agreement;
“Services” means any and all of the services to be provided by Partner under this Agreement including those set out in the Commercial Summary Sheet to include without limitation the promotion of Tote Website by use of the Tote Digital Content on the Partner Channels and any other services as agreed in writing between the Tote and Partner;
“Term” has the meaning set out in Clause 2.1;
“Tote Digital Content” has the meaning set out in Clause 3.1 and includes the Breakdown of Inventory and Agreed Placements;
“Tote Guarantee” means any promotional offer which may be made available to certain Customers on selected pool bets to supplement or enhance Customer pay outs in circumstances where the pay-out made via the official pool dividend is lower than it would be if based on the industry starting price;
“Tote Group” means the Tote, its parent undertaking and the subsidiary undertakings of its parent undertaking and its associated companies;
“Tote Partner Marketing and Advertising Requirements Policy” means the marketing compliance guidelines that the Partner is required to comply hereunder (as amended from time to time);
“Tote IPR” means (i) all intellectual property rights owned by and/or licensed to Tote or any Tote group Tote or any Tote brands including, without limitation: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be ganted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; (ii) all databases of Tote Customers; (iii) all rights in and to Tote Websites; and (iv) Tote Trade Marks;
“Tote Platform” means the Tote Website and/or any mobile compatible version of the Tote Website and/or any derivative digital platform (including Tote controlled mobile applications) offering a customer the ability to bet (but excludes: i) third-party websites; and ii) APIs and/or connected infrastructure operated by the Tote; which customers may use to place bets with the Tote and/or commingle liquidity into pools offered or operated by the Tote);
“Tote Ten to Follow” means the Tote’s sports prediction product where users make multiple selections and are awarded points based on the performance of their selections over a fixed period of time;
“Tote Trademarks” means any logo, trade mark, trade name, design, domain name, insignias or similar identifying material that are owned by, and/or licensed to, the Tote or Tote Group , or any of the Tote Websites;
“Tote Website” means the websites of Tote with the url www.tote.co.uk and/or any Tote branded website that replaces any of the foregoing;
“Tote” / “we” / “us” / “our” means TDCO Limited a Company of England and Wales registered with Companies House under number 11300287, with a registered office, 6th Floor 6 Kean Street, London, United Kingdom, WC2B 4AS;
“User(s)” means users of the Partner Site;
“Volume Based Payment” means (where applicable) the one-off sum payable to the Partner upon delivery of the agreed number of Qualifying Customers in the agreed period as described in the ‘Volume Payment’ section of the Commercial Summary Sheet; and
“You” / “Your” / “Partner” means the party to this Agreement (other than Tote) as defined as the Partner in the Commercial Summary Sheet.
INTERPRETATION
1.1. In this Agreement (except where the context otherwise requires):
1.1.1. Clause headings are included for convenience only and shall not affect the interpretation;
1.1.2. the singular includes the plural and vice versa;
1.1.3. any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists); and
1.1.4. a reference to a statute or statutory provision is a reference to that statute or statutory provision and to all orders, regulations, instruments or other subordinate legislation made under the relevant statute as amended, re-enacted or extended at the relevant time.
THIS AGREEMENT
1.2. These Standard Partner Terms together with: i) the Commercial Summary Sheet; and ii) The Tote Partner Marketing and Advertising Requirements Policy, form part of the Agreement between us (Tote) and you (the Partner), regarding the Services to be provided by the Partner to Tote as specified in the Commercial Summary Sheet.
1.3. By entering into this Agreement, you agree to provide the Services to Tote.
1.4. This Agreement replaces all previous terms and conditions for our Tote affiliate programme or equivalent partner scheme between the parties.
1.5. We may change all or any part of our Agreement at any time. Notice of any changes will be given by email to the address you have provided to us. Except where it is required sooner by any Applicable Law, the change will take effect 7 days after such notice is sent to you. If you do not agree to the changes, your only remedy will be to terminate this Agreement by giving us notice in accordance with these Terms within 7 days of receiving such notice.
2. TERM
2.1.1. the Agreement Expiration Date set out in the Commercial Summary Sheet; or
2.1.2. either party terminates the Agreement pursuant to Clauses 2.2 and 2.3 below.
(“Term”)
2.3.1. we (acting reasonably) believe that you have breached, or may be in breach, of any Applicable Law;
2.3.2. there is any negative publicity concerning you, or your owner(s) or Tote Group (if applicable), which we believe may damage the reputation of us, or any member of Tote Group’s brand;
2.3.3. we believe that our relationship with you might prejudice our or Tote Group's relationship with any Regulator or of Tote Group's ability to obtain any gambling licence;
2.3.4. we or any other member of Tote Group are ordered or required by any Regulator to terminate this Agreement;
2.3.6. if the Partner breaches Clauses: 4.2, 4.6, 5.5, 5.15, 5.17, 8.2.6, and 9.5.
3. DIGITAL CONTENT & PARTNER CHANNELS
3.1. Unless otherwise agreed between the parties in writing (pursuant to Clause 3.4 below), Tote may create and provide the digital content for use on the Partner Channels (“Tote Digital Content”) from time to time. The parties acknowledge that Tote Digital Content shall be produced at the Tote’s sole discretion and will vary throughout the Term and may include (but shall not be limited to): i) headers (with trackable banner ads containing messages such as “in association with Tote”); ii) links to Tote markets (details of the day’s runners); and iii) daily runner updates.
3.3. Tote wishes to appoint the Partner to support with pools and non-pools advertising for the Term of the Agreement, during which the Partner will promote the Tote’s brand website and products in the manner detailed in the Breakdown of Inventory and Agreed Placements. Unless specified otherwise in the Breakdown of Inventory and Agreed Placements the Partner shall utilise all Partner Channels to promote the Tote’s brand website and products, save where use of such Partner Channel would place the Partner in breach of this Agreement.
3.4. In circumstances where the parties agree and acknowledge that the Partner creates and provides digital content pursuant to Clause 3.1 above (which includes without limitation: headers, trackable banner ads – with or without messages) for use on the Partner Channels (“Partner Digital Content”), the Partner will ensure such Partner Digital Content shall: (i) comply with the terms of the Tote Partner Marketing and Advertising Requirements Policy; and (ii) procure prior written approval from Tote for use of any Partner Digital Content being published and made available across Partner Channels hereunder.
3.5. The Partner shall be responsible for developing (save as in respect of Tote Digital Content), operating and maintaining the Partner Channels and for all materials that appear on the Partner Channels. In particular, the Partner shall be responsible for:
3.5.1. the proper functioning and maintenance of all Links contained in Tote Digital Content (or where applicable Partner Digital Content); and
3.5.2. compliance with Tote’s reasonable instructions regarding the use of the Tote Digital Content on the Partner Channels; and
3.5.3. following agreement of the appropriate placement of the digital content, promptly uploading the digital content onto the Partner Channels.
3.6. Where the Partner wishes to use Tote’s IPR and Tote’s Trademark or other elements of branding beyond the use of the Tote Digital Content as agreed pursuant to this Agreement, the Partner shall seek Tote’s prior written approval before making any such use.
4.1. You will assist us in tracking user traffic from the Partner Channels to the Tote Website. You will facilitate partner-specific Google UTM tracking (or such other equivalent tracking tool product or service) on all Tote Digital Content (or where applicable Partner Digital Content) across the Partner Channels to be able to provide full transparency on performance. Weekly and monthly performance reports will be provided to you by us.
4.3. We will notify the account manager and technical contact of any new / amended Links from time to time via the email address you have provided to us and you agree to update the Links on the Partner Site as soon as reasonably practicable after receiving the Links.
4.4. You agree to give Tote your reasonable assistance in respect of the display, access to, transmission and maintenance of the Links.
4.5. In the event that you wish to place the Links on websites or any other channel other than the Partner Site agreed in the Commercial Summary Sheet, you must first obtain the written consent from the Tote.
5.1. You shall ensure that you will comply with the Tote Partner Marketing and Advertising Requirements Policy at all times and that you will not place any Tote Digital Content on pages of the Partner Site aimed at persons under the age of 18 years or, if the Partner Site is so prohibited by Applicable Law in a relevant jurisdiction, and/or to anyone who is not at an age where they can lawfully participate.
5.2. We have the right to monitor the Partner Site to ensure you are complying with the terms of this Agreement and you shall provide us with all data and information (including, but not limited to, passwords) to enable the Tote to perform such monitoring at no charge.
5.3. You may not:
5.3.1. include metatag keywords on the Partner Site; or
5.3.2. bidding on Tote branded keywords across Paid Search Advertising Platforms;
5.3.3. (except as expressly permitted in this Agreement) otherwise use marks, terms or images, in each case, which are identical or similar to any of Tote Trademarks or trade or other brand names from time to time; or
5.3.4. without obtaining the prior written consent of the Tote, promote the Tote in any manner other than in accordance with the Commercial Summary sheet.
5.4. The parties acknowledge and agree that any direct relatives of the Partner are not eligible to become Customers and shall not contribute towards and/or be entitled to receive any share of Net Gambling Revenue (or any other Partner Remuneration from Tote) in relation to such relatives. For the purposes of this Clause 5.4 direct relatives in this context shall include any spouse, partner, parent, child or sibling of the Partner.
5.5.1. without the express written consent of Tote, directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money or other benefit) for using the Links to access Tote Website(s) (e.g. by implementing any “rewards programme” for persons or entities who use the Links to access the Website(s));
5.5.2. read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person;
5.5.3. in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of Tote Website(s);
5.5.4. engage in transactions of any kind on Tote Website(s) on behalf of any third party, or authorise, assist, or encourage any other person or entity to do so;
5.5.5. take any action that could reasonably cause any User confusion as to our relationship with you, or as to the site on which any functions or transactions are occurring;
5.5.6. other than providing the Tote Digital Content in accordance with this Agreement and any promotion contemplated by Clause 5.7, post or serve any advertisements or promotional content promoting the Tote Website(s) or the Tote;
5.5.7. Without the express written consent of the Tote, post or serve any advertisements or promotional content promoting the Tote Website(s) or otherwise around or in conjunction with the display of the Tote Website(s) (e.g. through any pop-up windows or pop-under windows or “framing” technique or technology) or assist, authorise or encourage any third party to take any such action;
5.5.8. attempt to artificially increase monies payable to you by us;
5.5.9. cause Tote Website(s) (or any page thereof) to open in a User’s browser other than as a result of the User clicking on a Link;
5.5.10. use the Tote Digital Content and/or any Tote advertising and promotional content (including banners, campaigns and promotional material) alongside, in conjunction or in connection with, any inappropriate content (including, without limitation, defamatory or libellous content, lewd, pornographic, obscene or explicit content, pirated content, content that infringes Tote IPR, Tote Trademarks or third party intellectual property rights or content which could incite religious hatred or prejudice) and on peer to peer file sharing sites or bit torrents. You shall immediately remove or procure the removal of any of the Tote Digital Content, Tote graphics, Totes’ banner advertisements, the Links following notification from us;
5.5.11. directly or indirectly post, serve, distribute or redirect any advertisements or promotional content promoting or otherwise advertising or marketing the Tote Website(s) (including, without limitation, banners, campaigns and promotional material) to any person or entity located outside of the UK or Ireland without the Tote’s prior consent; or
5.5.12. make the Partner Site or any Tote Digital Content or Links accessible at any time by any person or entity located outside of the UK or Ireland without the Tote’s prior consent.
5.6. In the event we determine (in our sole discretion) that you have engaged in any of the activities set out in Clause 5.5, 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.
5.9. In any event, you shall inform the Users, via a privacy policy and/or cookies policy or other appropriate means, that tracking technology will store a value on the Users browser/device via cookies or device storage (App) when a User clicks on the Links. You shall provide the Users with the opportunity to reject the installation of such tracking technology and manage their preferences in accordance with the prevailing Applicable Law including Regulation 6 of the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as amended) and the EC (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011 (for Irish customers).
5.10. Subject to Clause 5.12, where you send any form of communication containing any Tote Digital Content, Links or any Tote IPR or Tote Trademarks by way of electronic communication (including but not limited to email) (“Electronic Communication”), you shall ensure that:
5.10.1. the name of the Tote shall not appear in the email “From” line as the sender of the email with a sender address unconnected with Tote.co.uk, the Tote name, any of the Tote brand names, or any other brand name owned or operated by Tote (or Tote Group) from time to time;
5.10.2. the name of the Tote and/or the Tote’s logo shall be shown in the body of the text of any Electronic Communication disseminated by the Tote so that recipients may know that the Partner is sending the communication;
5.10.3. each and every Electronic Communication sent by the Partner shall include an “unsubscribe”’ option, such unsubscribe facility being linked solely to the Partner (with no link to the Tote.co.uk, the Tote name, any of the Tote Trademarks or Tote brand names, or any other brand name owned or operated by the Tote;
5.10.4. the recipient of the electronic communication shall not be charged a premium for using the “unsubscribe” facility;
5.10.5. the “unsubscribe” facility shall at all times remain fully functioning and operational;
5.10.6. any reference to a bonus incentive in any Electronic Communication sent by the Partner shall indicate by a link or a footnote that “terms and conditions apply” to such bonus incentive arrangement;
5.10.7. the recipients of any Electronic Communication disseminated shall be comprised solely of recipients listed on an ‘opt in’ database (i.e. such individuals must have provided their express consent to the Partner to receive marketing and advertising Electronic Communications from a third party such as Tote);
5.10.8. it shall immediately remove from its ‘opt-in’ database any recipient who notifies Tote that they no longer wish to receive marketing communications from Tote (whether through the “unsubscribe” facility or otherwise);
5.10.9. it shall not send any Electronic Communication to any recipient who has notified Tote that they no longer wish to receive marketing communications from Tote (whether through the “unsubscribe” facility or otherwise); and
5.10.10. upon request from Tote, the Partner will co-operate with Tote in good faith and in a timely manner to carry out any data scrubbing exercises against Tote’ ‘unsubscribe’ lists whether directly or via a third party.
5.11. The timetable for the Electronic Communication will be reasonably agreed between the parties from time to time. For the avoidance of doubt (unless otherwise agreed by us in writing), the recipient of any email or SMS shall not be retargeted within one (1) month of any such email or SMS.
5.13. The Partner agrees to provide Tote with all such assistance, co-operation and information as Tote may require to discharge its obligations to any Regulator or governmental body (including the Information Commissioner’s Office), including responding to any investigations, claims or allegations made against Tote.
5.14. The Partner will ensure that all marketing, advertising and promotions targeted at potential Customers in UK and Ireland or otherwise subject to regulation by the Gambling Commission of Great Britain shall at all times comply with the Tote Partner Marketing and Advertising Requirements Policy and include the wording:
5.14.1. “Gambleaware.org” (for UK content);
5.14.2. “dunelway.net” (for Irish content);
5.14.3. “18 + only”; and
5.14.4. “Terms and Conditions apply”.
5.15. You must only use Tote Digital Content provided by us, or pre-approved by us in writing, to promote the Tote and provide Services to us under this Agreement. You are not permitted to create and/or distribute any marketing materials containing any content without our prior written approval. Any such marketing materials created by you must be pre-approved in writing by us before you are permitted to use them. If you fail to comply with this Clause 5.15 this will constitute a material breach of this Agreement and in such circumstances, we reserve the right to terminate this Agreement immediately.
5.16. You agree to comply in full with any guidelines, notices or updates issued by us from time to time in relation to the use of Tote IPR, Tote Trademarks, Tote Digital Content and the operation of Links.
5.18. You will not engage in, allow, assist, promote, encourage, or benefit from, directly or indirectly:
5.18.1. any act that involves Fraud;
5.18.2. the use of spam;
5.18.3. any act that alters, affects, redirects or in any way interferes with the operation or accessibility of the Tote Website or any page thereof;
5.18.4. any act that results, or could result, in the interception or redirection (including via user-installed software) of traffic from or on any online website or other place that participates in the affiliate partnership arrangement with Tote; or
5.18.5. any activity that in Tote’s reasonable opinion would be deemed unsuitable, fraudulent, erroneous, misrepresentative or inappropriate.
5.19. You will act at all times to refrain from, immediately stop and not allow any act or traffic that involves Fraud or that it believes or should reasonably believe to potentially involve Customer Fraud or Partner Fraud, or any act or traffic that we inform you is suspected by us, at our discretion, to involve or potentially involve Customer Fraud or Partner Fraud.
5.20. In the event that Tote suspects Partner Fraud it reserves the right to place restrictions on you including but not limited to suspending the Agreement and commencing a full investigation. You hereby give us your authorisation to inform the appropriate authorities or third parties of such an incident. We reserve the right to seek criminal or other sanctions against you if we suspect you have engaged in Partner Fraud or any other fraudulent, dishonest or criminal acts and will disclose such information to the relevant authorities or other relevant third parties as may be necessary in this regard.
6. TOTE OBLIGATIONS
6.1. Tote shall supply you with the Links for inclusion on the Partner Site and may update such Links from time to time.
6.2. Subject to you complying with Tote instructions with regard to tracking customers, Tote shall use all reasonable endeavours to ensure that whenever a Customer links to Tote Website(s) through the Links and they subsequently place a bet with Tote, the relevant Customer is identified as originating from the Partner Site. However, Tote shall not be liable to you in any way if Tote is unable to identify a Customer as originating from the Partner Site.
6.3. Tote reserves the right to refuse new Customers or to close the accounts of existing Customers. Such actions will be at Tote’s sole discretion in order to comply with Applicable Law or, without limitation, in the event of actual or suspected Customer Fraud, unlawful activity, breach of the respective Tote Website's terms and conditions of use, or otherwise.
6.4. Tote shall be entitled to exercise any of its rights or fulfil any of its obligations hereunder (including without limitation our payment obligations) through any member of the Tote Group to which Tote belongs from time to time.
6.5. Tote may, from time to time, appoint third parties as designated parties whose websites shall be included, for the purposes of this Agreement, as Tote Websites.
7. ADHERENCE TO LICENSING OBJECTIVES
7.1.1. comply throughout the Term with the mandatory terms of the LCCP and all Applicable Law;
7.1.2. have due regard for and act at all times in a manner consistent with the Licensing Objectives as though you were a licensee of the Gambling Commission of Great Britain yourself; and
7.1.3. agree to demonstrate your consideration of and adherence to the LCCP s in all of your activities as a Partner and Services provided hereunder.
7.2. Any non-adherence to the LCCP or a breach of Clause 7.1, will be treated as a material breach of these Terms and subject to the termination provisions of Clause 2.3.5.
8. WARRANTIES
8.1. Each party to this Agreement represents and warrants to the other that it has and will retain throughout the Term 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.
8.2. The Partner warrants, represents and undertakes to the Tote that:
8.2.1. It has obtained and will maintain in force all necessary registrations, authorisations, consents and licences to enable them to fulfil its obligations under this Agreement and that it shall fully comply with, and shall continue to fully comply with, all Applicable Law;
8.2.2. It shall at all times comply with Tote Partner Marketing and Advertising Requirements Policy;
8.2.3. It is not involved in or does not intend to be involved in or is not aware of any act or traffic that involves its site and that constitutes or can be reasonably expected to constitute Customer Fraud, Partner Fraud or illegal activity under any Applicable Law (rules or regulations), including but not limited to money laundering;
8.2.4. the Partner Site shall contain no material which is defamatory, pornographic, unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable or discriminatory, violent, politically sensitive or otherwise controversial or in breach of any third party rights or which links to any such material;
8.2.5. It shall at all times comply with Clause 5.8;
8.2.6. that all marketing and promotional material containing any Tote Digital Content (including the Links) will comply in full with: (i) all Applicable Law, regulations and codes of conduct or guidelines including all marketing and advertising laws and, where applicable, any guidance issued by the Gambling Commission of Great Britain (or equivalent) and the Committee of Advertising Practice (or equivalent) from time to time). If the Partner fails to comply with this Clause 8.2.6 this will constitute a material breach of this Agreement and in such circumstances reserve the right to terminate this Agreement immediately.
9.1. The payment structures for our Partners, including Revenue Share, CPA , Volume Based Payment together with the Qualifying Customer Deposit and Qualifying Customer Wagers and mechanism for calculating such payment shall be agreed between the parties and set out in the Commercial Summary Sheet.
9.2. The parties acknowledge and agree (as set out in the Commercial Summary Sheet) the Partner shall receive Partner Remuneration in the form expressly set out in the Commercial Summary Sheet.
9.3. At the end of each calendar month, we shall record your Revenue Share. In the event that a Revenue Share in any calendar month is a negative amount, the negative balance shall be reset to 0 for the subsequent month and such negative balance shall not be carried forward. For the avoidance of doubt, you will only receive a pay-out when there is a positive balance.
9.7. Subject to the your compliance with these Standard Partner Terms and our instructions regarding tracking Users accessing Tote Websites via the Links; and the Partner Site being recorded as providing a customer to Tote under the Last Click Model, we will use our best endeavours to ensure that such User is identified as originating from the Partner Site (by attaching your Partner ID). However, we shall not be liable to you in any way if we are unable to identify a Customer as originating from the Partner Site for whatever reason.
9.8. The Partner acknowledges and agrees that it shall not be entitled to receive any Revenue Share in relation to:
9.8.1. any Customers bets placed:
9.8.1.1. on a racecourse (race track) in UK or Ireland; and/or
9.8.1.2. on the Tote Ten To Follow (or equivalent seasonal or ‘fantasy’ style products); and/or
9.8.1.3. on any channel other than the Tote Platform; and/or
9.8.2. any Lapsed Customer; and/or
9.8.3. bets placed after the Lifetime Revenue Period.
9.9. The Partner shall ensure that the payment and/or bank account details provided are accurate, complete and up to date. Partner shall promptly update its account details in the event its payment or contact information changes.
9.12. Tote shall be entitled to withhold any amounts due and payable to the Partner under this Agreement, including if Tote, in its sole discretion, believes that:
9.12.1. any Partner Fraud has taken place;
9.12.2. that any Partner Fraud is contemplated by or involving the Partner; or
9.12.3. that any Customer Fraud has taken place.
9.13. Furthermore, Tote shall be entitled to demand or set-off from future amounts payable to the Partner, any amounts already received by the Partner which Tote believes have been generated by Partner Fraud and/or Customer Fraud.
9.14. Partner acknowledges and agrees that no payments are due to it under this Agreement otherwise than as expressly set out in this Agreement. All sums payable under this Agreement are exclusive of VAT and if VAT is chargeable it shall be paid in addition.
9.15. You will notify us immediately if you:
9.15.1. change your VAT status including if you become VAT registered or if your VAT registration number changes;
9.15.2. cease to be VAT registered; or
9.15.3. sell your business, or part of your business.
9.16. You agree to return to us all sums paid in advance to you in respect of Services which have not been provided to us in accordance with this Agreement.
10. IPR LICENCE & PROPRIETARY RIGHTS
10.1. We hereby grant to you a non-exclusive, non-transferable, revocable licence, solely during the term of this Agreement, to use, including without limitation any Tote Trademarks and/or Tote IPR or other similar identifying material owned by or licensed to Tote or a member of the Tote Group as we make available to you, following execution of this Agreement, in connection with the display of the Tote Digital Content on the Partner Site or in connection with email promotions including the Tote Trademarks which we approve in advance (in writing).
10.2. This licence cannot be sub-licensed, assigned or otherwise transferred by you without the Tote’s prior written approval. Your right to use the Tote Trademarks and Tote IPR is limited to and arises only out of this licence to use the Tote Digital Content and provide the Services hereunder.
10.3. This licence will be terminated automatically upon the termination of this Agreement for any reason.
10.4. The Partner acknowledges and agrees that Tote and its licensors own all intellectual property rights in Tote’s website and all the Tote’s products and services. 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 Tote.
10.5. The Partner shall not contest the validity, enforceability or ownership of Tote IPR and Tote Trademarks, in any action or proceeding of whatever nature, and shall not take any action that may prejudice the Tote or any of the Tote Websites, or diminish Tote’s goodwill and/or reputation, or the goodwill in the Tote IPR.
10.6. The Partner shall not register or attempt to register any Tote Trademark or logo, trade name, insignia, design, domain name or social media account that: (i) contain any element of Tote IPR, or (ii) are confusingly similar to any Tote IPR. In the event that the Partner registers any domain name or social media account in breach of this Clause 10.6, it will, on demand by Tote immediately (i) cease its use of any such domain name or account; and (ii) transfer, at its own cost and expense, any such domain name or account to Tote (or to a third party nominated by the Tote).
10.7. You undertake to provide all reasonable cooperation with us in protecting the Tote Trademarks and Tote IPR against third party infringement or any other attack.
10.8. You agree that the Partner Site shall not in any way resemble the look and/or feel of Tote Website(s), nor will you create the impression that the Partner Site is any Tote Website (or any part thereof).
11.1. Each party undertakes that it shall not at any time during this Agreement, and for a period of 12 months after Agreement Expiration Date, disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by this Clause 11.
11.2. 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.
11.3. 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 11; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12. LIABILITY
12.1. This section sets out the entire financial liability of Tote (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Partner, arising under or in connection with this Agreement. 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. Nothing in this Agreement excludes the liability of either party for death or personal injury caused by Tote’s negligence or for fraud or fraudulent misrepresentation, or breaches by either party of Clauses 10 or 11.
12.3. You shall indemnify on demand and hold harmless the Tote and any member of the Tote Group from and against any and all losses, demands, claims, damages, penalties, 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 the Totes and any member of the Tote Group in consequence of any breach by you of Clauses 4, 5, 7.3, 9.10, 9.11, 10 and 11.
12.4. Subject to Clauses 12.1 and 12.2 above, Tote’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 paid under this Agreement by Tote to the Partner during the 12 months preceding the date on which the claim arose.
13. FORCE MAJEURE
13.1. Neither party shall be liable for any delay or failure in the performance of any of its obligations pursuant to the Agreement to the extent that the same results from a Force Majeure Event and the party affected by the Force Majeure Event:
13.1.1. could not have prevented the delay or failure by using reasonable and prudent foresight including the implementation of reasonable precautions;
13.1.2. as soon as reasonably practicable after becoming aware of the Force Majeure Event gives prompt notice of the occurrence of the Force Majeure Event to the other party by telephone (and confirms the same in writing within 24 hours); and
13.1.3. uses all reasonable endeavours to:
13.1.3.1. re-commence performing such obligations as soon as possible; and
13.1.3.2. otherwise mitigates the effects of the Force Majeure Event by finding a work around to perform the affected obligations despite the Force Majeure Event.
14. CONSEQUENCES OF TERMINATION
On termination of this Agreement for any reason all licences and benefits granted under this Agreement shall immediately terminate and each party shall return and make no further use of any property, materials and other items (and all copies of them) belonging to the other party.
15. GENERAL
15.1. The Partner acknowledges and agrees that it has no authority to legally bind Tote in relation to Tote Users, other users or anyone else and that it has not been appointed as and is not the agent of the Tote for any purpose.
15.2. Partner shall comply with all Applicable Law and regulations, including laws relating to data protection, with respect to its activities under this Agreement and to its business.
15.3. These Standard Partner Terms, the Commercial Summary Sheet; and The Tote Partner Marketing and Advertising Requirements Policy 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.
15.4. 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.
15.5. Partner may not assign or transfer its rights or, other than as aforesaid, its obligations under this Agreement without the prior written consent of Tote such consent, not to be unreasonably withheld or delayed.
15.6. In the event of any inconsistency or conflict between the Commercial Summary Sheet, these Standard Partner Terms and the Tote Partner Marketing and Advertising Requirements Policy, these Standard Partner Terms shall prevail but only to the extent of any inconsistency.
15.7. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
15.8. The parties to this Agreement do not intend that any terms of this Agreement should be enforceable, by virtue of the Contracts (Rights of Third parties) Act 1999, by any person who is not a party to this Agreement, save as the parties expressly agree that any member of the Tote Group shall have the right to enforce the terms of this Agreement against the Partner.
15.9. A waiver by either party of a breach of any term or condition of this Agreement in any one instance shall be in writing and shall not be deemed as a continuing waiver or a waiver of any subsequent breach unless the written notice so provides.
15.10. 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.
15.11. 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.
The Tote Partner Marketing and Advertising Requirements and Policy
Introduction
Statement
The UK Tote Group is committed to ensuring that all marketing communications for gambling are fair, transparent, don’t mislead consumers, and are not harmful, offensive, irresponsible or targeting children, young persons or those that are vulnerable. The key purpose of marketing is to bring exposure to the appropriate consumers which are interested in the products and services that Tote offers.
The objective of this "Tote" Affiliate Marketing and Advertising Requirements and Policy is to set out Tote's approach to marketing and advertising in accordance with applicable law, regulation, and regulators including Consumer Laws, the Licence Conditions and Codes of Practice (LCCP), the BCAP/CAP Codes and other industry codes of practice and industry-led guidance. It sets out Tote’s approach to creating and using marketing and promotional materials in relation to affiliate marketing and advertising and explains the principles employees must adhere to when creating and using such materials.
For the purposes of this Policy, "Tote" means the UK Tote Group Limited and its subsidiary companies.
Key principles
Tote requires that all third-party marketing companies including affiliates and publishers meet the terms of the following principles.
• Comply with the letter and spirit of applicable law, regulation, regulators and industry-led guidance in relation to the marketing and advertising of its products.
• Represent Tote as a socially responsible operator, and is sensitive to the reputational impact negative perceptions of marketing may generate.
• Marketing and promotional materials must make customers aware of significant terms in a clear, prominent and timely manner;
• All marketing and promotional materials and any associated terms and conditions are approved in line with guidelines set by the Legal Department and Compliance Department (where applicable) in accordance with this Policy;
• Tote's marketing and promotional materials do not infringe any third party intellectual property rights; and
• Any legal and regulatory risks relating to Tote's marketing and promotional materials are effectively managed.
Below are all Key associated documents with embedded links which are referenced within The "Tote" Affiliate Marketing and Advertising Requirements and Policy.
• UK Code of Broadcast Advertising (BCAP Code)
• UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (CAP Code)
- 03 Misleading advertising
- 16 Gambling
• Gambling Act 2005
• Gambling Industry Code for Socially Responsible Advertising
• Gambling (Licensing and Advertising) Act 2014
• UK Gambling Commissions Licence Conditions and Codes of Practice (LCCP)
- 5.1.6 - Compliance with advertising codes
- 5.1.11 - Direct electronic marketing consent
- 16.1.1 - Responsible placement of digital adverts
• Privacy and Electronic Communications Regulations (PECR)
Regulators
The UK Gambling Commission (UKGC)
Advertising Standards Authority (ASA)
Information Commissioner's Office (ICO)
2. Accountability and Responsibility
The Tote will be held accountable by Regulators (such as the Gambling Commission, the Information Commissioner or the ASA) for the actions of any third party authorised to create or distribute marketing materials promoting our brands, products and/or services. You must therefore maintain a high level of control over your actions.
All third parties must comply with the terms of this policy and any other guidance notes issued by the "Tote" when using and/or distributing any marketing or promotional materials promoting our brands, products and/or services.
3. Third-party marketing companies
To ensure compliance with this policy, all third-party marketing companies (including affiliates and publishers) must:
Do
1. Ensure that any third party contracted also complies in full with the terms of this policy
2. Ensure that all of the significant terms for a promotion are included within the advert and with the headline offer.
3. Ensure that the full terms and conditions for a promotion are no more than one click away (e.g. by linking to one of our landing pages).
4. Ensure that where a third party is incentivised (e.g. through payment) to post content on our behalf, the nature of our relationship with the third party is made clear to customers.
Don’t
1. Allow third parties to send emails, text messages or other forms of electronic marketing containing Tote marketing materials unless they are authorised and have been approved.
2. Allow any of our marketing materials to appear on any prohibited websites (i.e. Torrent websites) or in any restricted territories.
3. Allow third parties to provide incentivised offers or betting challenges or materials promoting a sense of urgency or a guarantee of returns in contravention with gambling advertising guidance.
4. Marketing and advertising materials
When preparing marketing and advertising materials you must comply with the following key principles:
Do
1. Ensure that all terms and conditions are fair, transparent and expressed in clear and plain language
2. Ensure that marketing communications are legal, decent, honest and truthful and are not misleading
3. Ensure that marketing communications are socially responsible, regarding the need to protect children, young persons and other vulnerable persons from being harmed or exploited
4. Ensure that marketing communications are not likely to be of appeal to under 18s and ensure that they are not directed or targeted at under 18s through the selection of media or context in which they appear
5. Ensure that marketing communications do not encourage irresponsible gambling behaviour and do not unduly pressure individuals to gamble
6. Always make it clear that terms and conditions apply (e.g. by stating “T&Cs Apply”)
7. Ensure that marketing communications are labelled as “18+”.
8. Ensure that all significant terms are presented in a clear, prominent and timely manner
9. Ensure that all significant terms are included within the advert and with the headline offer (unless this is not possible due to technical constraints or due to significant limitations on time or space, in which case as much information about the significant terms as possible should be included within the advert, with all significant terms being no more than one click away)
10. Ensure that the full terms and conditions for a promotion are always included with the advert in all on course or window posters, landing pages and webpages and other marketing materials where you have the space available to do so. For any other adverts where it is not possible to include the full terms and conditions with the advert, make sure they are no more than one click away
11. Ensure that marketing communications are obviously identifiable as marketing communications (e.g. use “Advert” or “Advertorial”, "Sponsorship" where it is not abundantly clear that the communication is marketing)
12. Assist the Tote In sharing and promoting safer gambling related content on a regular basis.
13. Ensure that marketing communications do not promote the Tote using prominent sports people and celebrities as well as individuals like social media influencers, who are of strong appeal to those under 18.
14. Ensure that marketing communications are not associated with or reflect youth culture.
Don’t
1. Entice, target or exploit children, young persons or other vulnerable persons
2. Use any images which are likely to be of strong appeal to under 18s (e.g. cartoon characters) where the marketing materials are freely accessible (i.e. not age gated)
3. Use images where prominent sports people and celebrities as well as individuals like social media influencers, who are of strong appeal to those under 18 are present;
4. Portray, condone or encourage gambling behaviour that is socially irresponsible or could lead to financial, social or emotional harm
5. Suggest that gambling can provide an escape from personal, professional or educational problems such as loneliness or depression
6. Suggest that gambling can be a solution to financial concerns
7. Portray gambling as indispensable or as taking priority in life
8. Suggest that gambling can enhance personal qualities or suggest peer pressure to gamble
9. Link gambling to seduction, sexual success or enhanced attractiveness
10.Trivialise gambling and create an impression that the decision to gamble should be taken lightly
5. Direct Electronic Marketing Consent
In accordance with LCCP: Social Responsibility Code 5.1.11 (Direct electronic marketing consent), and unless expressly permitted by law, consumers must not be contacted with direct electronic marketing without their informed and specific consent. Therefore, whenever a consumer is contacted, the consumer must be provided with an opportunity to withdraw consent. If consent if withdrawn, then you must ensure as soon as practicable that the consumer is not contacted with electronic marketing thereafter unless the consumer consents again.
6. Responsible placement of digital adverts
In accordance with LCCP: License Condition 16 (Responsible placement of digital adverts), Partner must ensure that they do not place digital advertisements on websites providing un-authorised access to copyrighted content. All third parties must take all reasonable steps to ensure that this is upheld by accessing and using the Infringing Website List (IWL), owned by the City of London Police Intellectual Property Crime Unit’s (PIPCU), containing an up-to-date list of copyright infringing sites.
7. Social Media
It’s critical that you apply the terms of this Affiliate Policy to all marketing activity on social media such as Facebook, Twitter, Snapchat, Instagram etc. To ensure that you comply with this policy when using Social Media:
Do
1. Ensure that all significant terms and conditions are made available in all marketing materials on Social Media
2. Ensure that the full terms and conditions for a bonus, offer or promotion are no more than one click away
3. Ensure that all marketing materials are labelled as “18+” and that “T&Cs apply”
4. Ensure that you only distribute marketing materials via approved social media channels (such as the official Tote Facebook page)
5. Be respectful to others when communicating (including our official partners)
6. Be honest and truthful when communicating with consumers and do not mislead
7. Ensure that all adverts are clearly labelled as advertising (e.g. “#Ad” or “#Advert”)
Don’t
1. Post anything which might be viewed as offensive, discriminatory or defamatory
2. Post communications as though they are coming from you in your personal capacity
3. Use logos
4. Use “#Spon” or “#Sponsored”
8. Labelling of Promotions
You must ensure that you label promotions accurately and you do not mislead customers as to the nature of the offer. You must also ensure that calls to action and promotional messages are socially responsible.
1. To ensure that you comply with this policy you must ensure that you:
2. Don’t refer to something as being “risk-free” or give an incorrect perception of the level of risk involved in gambling
4. Don’t unduly pressure customers to gamble or create an unjustifiable sense of urgency (particularly when opportunities are time-limited)
5. Don’t refer to “money back” unless the customer is receiving cash and not free bets (although the phrase “Money back as a free bet” is permitted)
6. Don’t refer to something as being “cashback” if we are crediting bonus funds which are not withdrawable or there are wagering requirements imposed
9. Policy review
This Policy is considered central to the Tote’s business and will, accordingly, require the approval of the Tote’s Marketing Director. It will be updated at least annually by the Compliance Team and periodically on the basis of the publication of new information, guidance and peer-reviewed academic studies.
Palsar Capital Limited, henceforth referred to as “We” “Our” “Us” provides an affiliate programme to promote our clients on whose behalf We administer and manage the affiliate program. In this policy “affiliate” “you” and “your” refers to the individual entity that has agreed to promote the brands we provide marketing services for, in accordance with this Privacy Policy.
This Privacy Policy is designed to help you understand how we collect, use and safeguard your information.
This privacy policy should be read in conjunction with the Affiliate Programmes Terms and Conditions. By entering into any kind of contract with Palsar Capital Limited, you agree to the contents of this privacy policy. If you do not agree with any section of this privacy policy, you should not attempt to use our service.
The Data Controller is Palsar Capital Limited t/a Raven of Glassworks, 1 Back Turner Street, Manchester, M4 1FR
All queries in regards to this privacy policy should be addressed to the Data Protection Officer at the above address, who can also be contacted directly at compliance@raventrack.com
We collect and process the following data from (and about) you:
We implement effective processes to identify, manage, monitor and report risks and internal control mechanisms. These controls include secure systems and networks, and clear processes for privilege access rights. All data is stored securely.
Our lawful basis for processing personal data include:
We may disclose your personal data to:
All processing of information will be governed by the appropriate data protection laws.
We will not send promotional or direct marketing, inclusive of email, SMS, or automated calls, without first obtaining your specific consent.
The consent requires a positive Opt-In either in electronic format, verbally or in writing. The consent will be clear and specific, granular, separate from other Terms and Conditions, name any third parties relying on the consent, and be easily withdrawable.
We will not transfer Personal Data to recipients in Third Party countries that are outside of the EEA, or are not currently recognised by EU law as having an adequate level of legal protection for the rights and freedoms of data subjects unless:
You may request that your Personal Data be anonymised in the following circumstances:
We will only retain data for the necessary time to complete the task that the data was collected for, or to meet our legal obligations.
You are entitled to a file a Subject Access Request (SAR) to obtain a copy of the personal information which we hold about you. If you wish to receive a copy of this information, please contact your account manager, or the DPO directly, and allow up to thirty calendar days for the information to be collated and provided to you. Please note that your identity will need to be confirmed in order to complete a SAR, which may include the disclosure of other personally identifiable documentation in order to prove your identity (such as a passport scan, or valid proof of address) before commencing with the process.
By using the Raven website, you consent to our use of ‘cookies’. A cookie is a small piece of information sent by a web server to a web browser, which enables the server to collect information from the browser. We use cookies and the information gained from them to analyse site usage, with this information used accordingly to improve our content and site layout and to remember your onsite preferences.
If you prefer, you can disable cookies in your web browser. The ‘help’ menu on the menu bar of most browsers will have a functionality to disable cookies.
Palsar Capital Limited do not use any automated systems in order to make decisions regarding your account which have any legal effect on You.
Please let us know if you are unhappy with how we have used your personal information in writing to the Data Protection Officer, who will be able to assist further with your complaint or concern. You also have the right to complain to the Information Commissioner’s Office.
This Privacy Policy is kept under continued review by Palsar Capital Limited and can be amended by Us at any time, and without notice to you. Whenever a change is made to the privacy policy which will affect your rights as a data subject, or change the intended processing purposes, then you will be notified directly and asked to agree to the new privacy policy. If you disagree with the changes made to the privacy policy, you retain the right to withdraw consent for future processing, as stated in the introduction to this policy.
This version of the Privacy Policy is effective as of September 20th 2018.