INTRODUCTION
1.1 These Terms and Conditions were last updated on 5th May 2022.
1.2 Please read these Terms and Conditions carefully before applying to be on the Affiliate Programme. If you do not accept them, please do not apply.
1.3 Submitting your application to be on the Affiliate Programme will constitute your acceptance of these Terms and Conditions as may be in force from time to time, including any changes notified by us to you.
1.4 YOUR ATTENTION IS PARTICULARLY DRAWN TO THE FOLLOWING PROVISIONS:
(a) CLAUSE 5 – AFFILIATE WARRANTIES;
(b) CLAUSE 7 – AFFILIATE OBLIGATIONS;
(c) CLAUSE 8 – CALCULATION OF COMMISSION;
(d) CLAUSE 14 – INDEMNITY;
(e) CLAUSE 15 – LIMITATION OF LIABILITY;
(f) CLAUSE 18 – USE OF PERSONAL INFORMATION.
2. CONTRACTING PARTIES
2.1 The Affiliate Programme is operated by BoyleSports (Gibraltar) Limited (company number 112469) and with its registered office at Suite 2B, 143 Main Street, Gibraltar, GX11 1AA.
2.2 References throughout these Terms and Conditions to “BoyleSports”, “we”, “our”, or “us” will relate to the BoyleSports Group and the relevant operating and licensed entities of the BoyleSports Group.
2.3 Reference throughout these Terms and Conditions to “you”, “your” or the “Affiliate” refers to the person or entity who applies to participate in the Affiliate Programme.
3. INTERPRETATION
3.1 The following definitions and rules of interpretation in this clause apply to these Terms and Conditions:
“Access Credentials” means the username, password and any other access or security information generated by us or you in order to provide you with access to the Affiliate Portal.
“Affiliate” means you, being the person or entity who applies to participate in the Affiliate Programme.
“Affiliate Application” means the application form found at Affiliates Signup whereby the Affiliate applies to participate in the Affiliate Programme.
“Affiliate Portal” means the portal made available by BoyleSports through which the Affiliate is able to access marketing materials and commission information relating to Referred Customers.
“Affiliate Programme” means the affiliate programme operated by or on behalf of us to which these Terms and Conditions apply.
“Affiliate Sites” means the websites maintained and operated by you.
“Agreement” means the agreement entered into between BoyleSports and the Affiliate on the terms set out in these Terms and Conditions.
“Applicable Laws” means (i) the Consumer Protection Legislation; (ii) the Gambling Act 2005 (Great Britain); (iii) any present or future applicable code issued by the Gambling Commission including but not limited to the Licence Conditions and Codes of Practice; (iv) any present or future applicable code issued by the Advertising Standards Authority including but not limited to the CAP/BCAP Code; (v) the IGRG Industry Code for Socially Responsible Advertising; (vi) the Data Protection Act 2018; and (vii) any other laws, statutes and regulations which are applicable to BoyleSports or the Affiliate from time to time.
“Approved Content” means the banners, text links and any other content including but not limited to mailers, video banners and widgets, in each case as made available by BoyleSports to the Affiliate via the Media Gallery.
“BoyleSports Group” means any Group Company of BoyleSports.
“Business Day” means any day other than a Saturday, Sunday or public holiday in Ireland and Gibraltar.
“Commission” means such amounts as are paid by BoyleSports to the Affiliate in accordance with these Terms and Conditions as calculated in accordance with clause 8.
“Commission Rates” means those percentage rates of Net Revenue as may apply from time to time and as set out at clause 8.
“Consumer Protection Legislation” means 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.
“Customer Type” means the categorisation of each Referred Customer set out at clause 8.2, as shall designated by BoyleSports (in its sole discretion) on registration of the relevant Referred Customer and against which the applicable Commission will be calculated.
“Data Protection Legislation” means all applicable data protection, privacy and electronic marketing legislation, including any national legislation implementing Directive 95/46/EC and Directive 2002/58/EC, Regulation (EU) 2016/679 (the General Data Protection Regulation) (and any related national legislation), any equivalent, replacement or repealing legislation, and any codes of practice issued by a competent authority relating to the same at any time.
“Database” means any storage medium belonging to BoyleSports (or any of Group Companies) which contains, holds, stores or processes data which is owned or controlled by BoyleSports or is licensed to or under the control of BoyleSports, including but not limited to any such medium relating to the Referred Customers and other users of the Websites.
“Effective Date” means the date on which you submit the Affiliate Application.
“Fraud” means an actual or attempted act by the Affiliate or any Referred Customer which is reasonably deemed by BoyleSports to be (i) contrary to Applicable Law; (ii) made in bad faith; or (iii) intended to defraud BoyleSports and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes any damage or harm to BoyleSports.
“Gambling Commission” means the Gambling Commission of Great Britain.
“Group Company” means any entity directly or indirectly controlling, controlled by or under common control with BoyleSports. 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.
“Licensing Objectives” means 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.
“Link Pages” means the web pages of the Affiliate Sites that provide a hyperlink directly to one or more pages of the Website.
“Media Gallery” means the online platform where BoyleSports will make available, and the Affiliate can access and use, the Approved Content.
“Monthly Period” means each calendar month.
“Net Revenue” means for each Monthly Period, the revenue generated from Referred Customer’s real money wagers on the Websites 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; (viii) any other refunds or credits given to Referred Customers; and (ix) 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.
“Players” means any individuals who are registered customers of the Website.
“Product Tab” means the applicable tab on the Website displaying the corresponding products, as more particularly described at clause 8.2.
“Referred Customers” means those individuals who (i) access the Website directly via tracking links on the Affiliate Sites; (ii) satisfy all of our Suitability Checks, eligibility requirements and verification checks; (iii) complete registration on the Website and (iv) deposit monies and wager a real-money bet but excluding all those Players who have previously registered on the Website and/or have already been allocated a Tracking Code.
“Suitability Checks” means any checks carried out by BoyleSports in respect of any Referred Customer including but not limited to those relating to (i) source of funds and source of wealth; (ii) anti-money-laundering; (iii) terrorist funding; (iv) criminal activity; (v) affordability; and (vi) any other verification, due diligence or other checks required from time to time by Applicable Laws, the Gambling Commission or BoyleSports’ compliance department.
“Terms and Conditions” means these terms and conditions (as may be varied from time to time) and any other special terms as may be agreed in writing between us and you.
“Tracking Code” means a unique user identification code allocated to each Referred Customer.
“VAT” means Value Added Tax or any equivalent tax chargeable in the United Kingdom or elsewhere.
“Website(s)” means (i) the websites (and their respective pages, subpages and subdomains) made accessible via http://www.boylesports.com including but not limited to BoyleSports Sportsbook, BoyleSports Casino, BoyleSports Live Casino, BoyleSports Poker, BoyleSports Bingo, BoyleSports Vegas and BoyleSports Games (ii) all mobile versions of such domains; (iii) any device applications made available by us in downloadable format; and (iv) any other websites made available by us in relation to the provision of online gaming services.
3.2 A reference to writing or written includes email.
3.3 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.
4. AFFILIATE APPLICATION
4.1 All applicants will be assessed and, at the sole discretion of BoyleSports, will be deemed successful, or in some cases unsuccessful. BoyleSports’s decision is final and not subject to any right of appeal.
4.2 In considering the Affiliate Application, we will require you to provide us with all required KYC and due diligence information (the “Compliance Documentation”) and we cannot consider the Affiliate Application until all necessary Compliance Documentation has been provided to us. The list of Compliance Documentation includes but is not limited to the following:
(a) for companies: certificate of incorporation; articles of association (or equivalent document); duly approved corporate resolution; a certificate of good standing; information regarding the identity of the beneficial owner of the company and the identity of the directors of the company (together with identification documentation in respect of such owners and directors);
(b) for individuals: valid passport; valid driving licence; recent utility bill; letter of reference from the Affiliate’s bank; copies of recent bank statements.
4.3 We reserve the right to request any other Compliance Documentation as we may determine from time to time.
4.4 We may request updated Compliance Documentation at any time. In the event that you do comply with any such requests, we reserve the right to suspend the Affiliate’s account until such time as we have received such Compliance Documentation to our entire satisfaction and/or terminate the Affiliate’s account in accordance with clause 16.4(b).
4.5 Subject to the Affiliate Application being accepted in accordance with clause 4.1, the Affiliate is granted the non-exclusive non-assignable right to direct Referred Customers to the Website in accordance with the terms set out in these Terms and Conditions.
4.6 These Terms and Conditions are non-exclusive and do not prevent or restrict BoyleSports from entering into similar or different agreements with third parties. BoyleSports makes no representation that the terms of these Terms and Conditions are similar to or the same as the terms of any other agreement it has entered or may enter into with any third party.
4.7 By completing and submitting the Affiliate Application, the Affiliate is deemed to have agreed to be bound by these Terms and Conditions.
5. AFFILIATE WARRANTIES
5.1 The Affiliate hereby represents and warrants that:
(a) It is the older of either (i) eighteen (18) years, or (ii) the age at which gambling activities are legal under the law of the jurisdiction that applies to the Affiliate, whichever is greater;
(b) it has, and will retain all title and authority to enter into and to perform all of its obligations set out in these Terms and Conditions;
(c) it has provided BoyleSports with complete, valid and truthful information;
(d) it has obtained and will maintain in force all necessary registrations, authorisations, consents and licenses necessary to fulfil its obligations set out in these Terms and Conditions;
(e) 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 BoyleSports may reasonably request from time to time to demonstrate its adherence with the Licensing Objectives;
(f) it shall comply with the Consumer Protection Legislation and with all directions and instructions issued by BoyleSports to ensure compliance with the Consumer Protection Legislation and shall not act in any way that would restrict or impede BoyleSports’s compliance with the Consumer Protection Legislation;
(g) it shall not alter the appearance, design or content of any Approved Content or any other artwork, banners, text links or any other material provided to the Affiliate directly by or on behalf of BoyleSports;
(h) it shall comply with all Applicable Laws in the performance of their obligations including those specifically set out at clause 7;
(i) it will fully comply with all of its obligations set out at clause 7; and
(j) it fully understands and accepts the contents of these Terms and Conditions.
6. BOYLESPORTS’ RIGHTS AND OBLIGATIONS
6.1 BoyleSports shall assign a unique player tracking code to the Affiliate and Tracking Codes for each Referred Customer.
6.2 BoyleSports shall track the play of the Referred Customers, record the Net Revenues and the total amount of Commission accordingly and shall provide the Affiliate with commission statistics within ten (10) Business Days from the end of each Monthly Period.
6.3 Subject to the Affiliate complying with its obligations under this Agreement, BoyleSports shall pay the Affiliate the Commission.
6.4 BoyleSports 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 Affiliate if any traffic is deemed to have been referred through fraudulent means or in breach of these Terms and Conditions.
7. AFFILIATE OBLIGATIONS
7.1 The Affiliate shall use all reasonable commercial efforts to market and promote the Websites and the products and services available on the Websites and shall prominently display the Link Pages on the Affiliate Sites.
7.2 The Affiliate shall be responsible for developing, operating and maintaining the Affiliate Sites and for all materials that appear on it. In particular, but without limiting the generality of the foregoing, the Affiliate shall:
(a) ensure the proper functioning and maintenance of the Affiliate Sites and all Link Pages to the Website;
(b) not alter any Approved Content provided by BoyleSports without its consent which may be withheld in its absolute discretion;
(c) ensure that all news, offers and promotions in relation to the Website are current and up to date.
7.3 The Affiliate hereby undertakes, represents and warrants that:
(a) it shall at all times comply with our Code of Conduct (as amended from time to time) which may be accessed by clicking here;
(b) it will not perform any act, and that the Affiliate Sites will not contain any material, which is libellous, discriminatory, obscene, threatening, unlawful or otherwise unsuitable or which contains sexually explicit, pornographic, obscene or graphically violent materials;
(c) it will not target any person who is under the legal age for gambling;
(d) 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”.
(e) it will not target any jurisdiction where gambling and the promotion thereof is illegal and/or where BoyleSports is not licensed to operate and the Affiliate shall not be eligible for any Commission on any product which is promoted in any jurisdiction where it is illegal to do so.
(f) it acknowledges BoyleSports’s ongoing commitment for the prevention of problem gambling and that the Affiliate will co-operate with BoyleSports to actively reduce gambling addictions by, for example, placing links provided by BoyleSports on the Affiliate Sites which direct traffic to websites involved in the business of helping problem gamblers;
(g) it will not generate traffic to the Website by illegal or fraudulent activity including but not limited to the following:
(i) sending spam or unsolicited mail in its attempt to refer Referred Customers to the Website;
(ii) registering itself as a player or making deposits directly or indirectly to any player account 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 BoyleSports. Violation of this sub-clause shall be deemed to be Fraud; and
(iii) presenting the Affiliate Sites in such a way that might evoke any risk of confusion with the Website and/or BoyleSports and/or any of its brand partners or convey the impression that the Affiliate Sites is partly or fully associated with/from the Website and/or BoyleSports.
(h) 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 BoyleSports and its Group Companies including but not limited to those listed here. The Affiliate shall not create any applications or Internet pages falsely representing BoyleSports in any way, shape or form on any social media channels (including, but not limited to, Facebook, Google +, Twitter etc.);
(i) it will incorporate the industry keyword blacklist issued by the Betting and Gaming Council (“BGC”), as revised and implemented from time to time, into all advertising and promotional marketing undertaken by the Affiliate and any revisions to the industry keyword blacklist issued by the BGC must be incorporated as soon as reasonably practicable; and
(j) it shall neither shorten nor wrap the links on the Link Pages and shall ensure that the most current Link Pages provided by BoyleSports are used and in any event within twenty-four (24) hours of being provided with such tracking links by BoyleSports.
7.4 Save in respect of the Approved Content, the Affiliate shall submit to BoyleSports for prior approval any proposed use of any trade mark, domain name, logo, and other elements of branding belonging to BoyleSports or its licensors that the Affiliate may wish to make. BoyleSports may refuse its approval in its absolute discretion. In the event that BoyleSports does not respond to any request made by an Affiliate within five (5) Business Days of any such request, then its consent shall be deemed to be refused.
7.5 The Affiliate shall provide BoyleSports with:
(a) all co-operation in relation to these Terms and Conditions and the operation of the Affiliate Programme;
(b) access to such information as may be required by BoyleSports for the proper performance of BoyleSports’s obligations pursuant to these Terms and Conditions and/or in order to comply with all Applicable Laws; and
(c) all such information as BoyleSports may from time to time require in order to comply with its information reporting and other obligations to the Gambling Commission, the Gibraltar Gambling Commissioner, any other regulatory authority and any sports governing bodies.
7.6 The Affiliate acknowledges and agrees that it has no authority to legally bind BoyleSports in relation to Referred Customers, other users or anyone else and that it has not been appointed and is not the agent of BoyleSports for any purpose. The Affiliate agrees that it shall not make any representation or commitment to anyone about BoyleSports, the Websites or any of the products or services available on the Websites.
7.7 The Affiliate 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 Websites:
(a) are legal, truthful and not misleading;
(b) are obviously identifiable as an advertisement and clearly marked as “#ad”;
(c) are socially responsible in accordance with 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;
(d) do not exploit children or vulnerable persons;
(e) are not targeted at those under the age of eighteen (18) through the selection of media, style, presentation or the context in which the marketing appears; and
(f) in all other respects, are in compliance with all applicable advertising codes of practice as required under the Licence Conditions and Code of Practice issued by the Gambling Commission from time to time.
(g) do not place digital advertisements on websites providing unauthorised access to copyrighted content.
7.8 It shall regularly and, in any event not less monthly, share safer gambling related content on its Affiliate Sites with sufficient prominence that it will be clearly visible to visitors to the Affiliates Sites.
8. CALCULATION OF COMMISSION
8.1 The Affiliate will earn Commission based on the Net Revenue generated from its Referred Customers after they open a new account with BoyleSports and wager for real money on the Websites.
8.2 The amount of Commission payable in respect of each Referred Customer shall be determined by reference to the Customer Type as designated by BoyleSports (in its sole discretion). Such designation will be determined according to the relevant Product Tab through which the relevant Referred Customer places its first bet on the Website, The Customer Types, the Product Tabs and, subject to clauses 8.4 and 8.6, the applicable Commission Rates are as follows:
| Affiliate Types | Product Tab | Commission Rate (% of Net Revenue) |
| Sports Affiliate | Sports | 30% |
| Casino Affiliate | Casino | 30% |
| Vegas Affiliate | Vegas | 30% |
| Games Affiliate | Games | 30% |
| Numbers Affiliate | Numbers | 30% |
| Virtual Affiliate | Virtuals | 30% |
| Bingo Affiliate | Bingo | 30% |
| Poker Affiliate | Poker | 15% |
| Live Casino Affiliate | Live Casino | 30% |
8.3 The Commission shall only apply to Net Revenue generated by a Referred Player in respect of bets placed via the Product Tab corresponding to their designated Customer Type. Any Net Revenue generated by a Referred Customer in respect of any bets placed via any Product Tabs that do not correspond with their designated Customer Type shall be disregarded for the purpose of calculating the applicable Commission payable in respect of that Referred Customer. By way of example, the Commission Rate for a Referred Customer who is designated as a Sports Customer shall only apply in respect of Net Revenues generated by that Referred Customer in respect of bets placed via the Sports Product Tab.
8.4 We shall be entitled to reduce the applicable Commission Rate for all Referred Players in the event that the Affiliate does not refer at least one (1) new Referred Players in any Monthly Period (the “Minimum Referral Requirement”). In such event, the applicable Commission Rate for the subsequent Monthly Period shall reduce by 5% for each consecutive Monthly Period during which the Minimum Referral Requirement is not met provided that such reduction shall not at any time reduce the initial Commission Rate by more than 10%. We shall retain the shortfall in Commission between the reduced Commission Rate and the Commission Rate that would have applied had the Minimum Referral Requirement been met and such amount shall be referred to as the “Retained Amount”. On satisfaction of the Minimum Referral Requirement, the applicable Commission Rate shall be restored to the applicable percentage prior to the Minimum Referral Requirement not being met and we shall pay you at the end of that Monthly Period an amount equal to the Retained Amount. Notwithstanding the foregoing, in the event that the Minimum Referral Requirement has not been met for twelve (12) consecutive months, your entitlement to the Retained Amount shall automatically lapse with no further claim over such amount and it shall be permanently retained by BoyleSports. By way of illustrative example for an Affiliate who has been designated as a Sports Affiliate:
| Sports Affiliate | Month 1 | Month 2 | Month 3 | Month 4 | Month 5 | Month 6 |
| New Referred Customers | 4 | 2 | 0 | 0 | 0 | 5 |
| Commission Rate | 30% | 30% | 25% | 20% | 20% | 30% (+ Retained Amount) |
8.5 In the event that the Affiliate has not referred more than ten (10) new Referred Players in any consecutive period of six (6) months (the “Referral Rate Requirement”), we shall be entitled to retain all Commissions payable to the Affiliate (including the Commission payable in respect of all previously Referred Players) until such time as the Affiliate has met the Referral Rate Requirement. All retained Commission shall be paid to the Affiliate within thirty (30) days following satisfaction of the Referral Rate Requirement.
8.6 We reserve the right to amend the Commission Rates at any time and will notify you of any such changes and such changes will take effect five (5) days after such notification (a “Rate Change”). For the avoidance of doubt, the Commission Rates applicable prior to such Rate Change shall continue to apply to all Players who were Referred Customers prior to the Rate Change and any revised Commission Rates shall only apply to Players who became Referred Customers on or after the effective date of the Rate Change.
8.7 In the event that the Commission in any Monthly Period is less than one hundred Euros (EUR 100) (the “Minimum Commission”), then the relevant Commission for that Monthly Period shall be retained by us until such time as the Commission for any subsequent Monthly Period is equal to or greater than the Minimum Commission upon which we shall pay you the Commission for that Monthly Period and any Commission retained from previous Monthly Periods pursuant to this clause 8.7.
8.8 In the event that the Referred Players do not generate any Net Revenue in any Monthly Period, no Commission shall be payable.
8.9 In the event that the Net Revenue in any Monthly Period is a negative amount, then such negative balance will be set-off against future Commission due to the Affiliate until the full negative balance is fully set-off.
9. PAYMENT
9.1 BoyleSports shall pay the Affiliate the Commission in accordance with the terms of this clause 9.
9.2 Save as otherwise stated in these Terms and Conditions, the Affiliate shall be entitled to receive the applicable Commission for the entire duration and lifetime that any Referred Customer is a customer on the Website provided that such entitlement shall lapse immediately if the Affiliate’s participation in the Affiliate Programme is terminated by either party for any reason in accordance with these Terms and Conditions.
9.3 The Affiliate acknowledges and agrees that no payments are due to it under this Agreement otherwise than as expressly set out in these Terms and Conditions.
9.4 Payment of the Commission validly due under these Terms and Conditions shall be made in accordance with the payment method chosen by the Affiliate on the Affiliate Portal. If an error is made in the calculation of the Commission, BoyleSports reserves the right to correct such calculation at any time.
9.5 In the case of any overpayment, BoyleSports reserves the right to request a refund from the Affiliate or deduct the corresponding amount of overpayment to the Affiliate from the following month’s Commission, and each month thereafter, until the debt is repaid in full.
9.6 Except in the case of manifest error, and subject always to clauses 8.4, 8.5, 8.7, 9.9 and 10, BoyleSports shall pay the Affiliate the amount shown in the Affiliate Portal within thirty (30) days of the end of the relevant Monthly Period.
9.7 The Affiliate’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.
9.8 All Commission shall be paid to the Affiliate in Euros (EUR). Any Net Revenue shall be converted to EUR by BoyleSports at the applicable conversion rates determined by BoyleSports.
9.9 BoyleSports may in its sole discretion withhold the payment of any balance to the Affiliate for up to one hundred and eighty (180) days if BoyleSports needs to investigate and verify that the relevant transactions comply with the provisions of these Terms and Conditions and those terms of use applicable to the Players.
9.10 No payment shall be due if BoyleSports has reasons to believe that the traffic generated by the Affiliate or the Referred Customer is illegal or is in breach of any of the provisions of these Terms and Conditions.
9.11 The Affiliate agrees to return all Commission received from BoyleSports based on fraudulent or falsified transactions and hereby indemnifies BoyleSports for all costs and losses incurred in relation to such transactions (including, but without limitation, legal fees and costs).
9.12 All Commission payable by BoyleSports pursuant to these Terms and Conditions shall be inclusive of VAT and the Affiliate shall be responsible for discharging all VAT and all other duties, fees, excises or tariffs applicable to such Commission.
9.13 The Affiliate shall notify BoyleSports of any change in its contact or address details and its payment account details and BoyleSports shall not be liable for any losses arising from the Affiliate’s failure to properly notify BoyleSports of such changes.
10. RIGHT TO WITHOLD AMOUNTS
10.1 BoyleSports reserves the right to withhold all amounts due and payable to the Affiliate pursuant to these Terms and Conditions if it believes that any fraud has taken place or is contemplated which involves the Affiliate, whether or not the withheld amounts relate to the event in question. If BoyleSports believes that a Fraud has taken place or is contemplated by any Referred Customer without the Affiliate’s knowledge, it will be entitled to withhold any amounts due to the Affiliate in connection with such Fraud. BoyleSports will also be entitled, in the foregoing events, to set-off from future amounts payable to the Affiliate any amounts already received by the Affiliate which can be shown to have been generated by Fraud.
10.2 BoyleSports reserves the right to delay or withhold payments if any supporting documents relating to the payments to be made to the Affiliate are not promptly provided to it upon request.
10.3 If BoyleSports determines, at its sole discretion, that the Affiliate has engaged in any activity in breach of these Terms and Conditions or that the Affiliate has otherwise breached any of its representations, warranties or undertakings in these Terms and Conditions, BoyleSports may (without prejudice to any other rights or remedies available to it) withhold any amounts due and payable to the Affiliate hereunder, whether or not generated by such breach.
10.4 In the event that any Referred Customer fails any Suitability Checks carried out by BoyleSports, then BoyleSports shall be entitled to retain any Commission that would have been payable to the Affiliate in respect of the Net Revenue generated by that Referred Customer in respect of the Monthly Period in which such Suitability Checks were commenced and all subsequent Monthly Periods until the Suitability Checks have been passed to BoyleSports’ entire satisfaction. For the avoidance of doubt, BoyleSports shall not be obliged to pay the Affiliate any such retained Commission, even if those Suitability Checks are subsequently passed by the relevant Referred Customers.
11. PROPRIETARY RIGHTS
11.1 Subject to approval of the Affiliate Application, BoyleSports will grant to the Affiliate a non-exclusive, revocable, non-transferable licence during the Term to use: (i) the Affiliate Portal; and (ii) any of the Approved Content solely for the purpose of performing its obligations under these Terms and Conditions and in accordance with its terms. The licence granted pursuant to this clause 11.1 will terminate automatically upon the termination of this Agreement for any reason.
11.2 The Affiliate acknowledges and agrees that BoyleSports and/or its Group Companies own all intellectual property rights in the Website, the Approved Content and any materials provided by BoyleSports to the Affiliate. Except as expressly stated herein, this Agreement does not grant the Affiliate any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences belonging to BoyleSports. All such rights are reserved to BoyleSports and its Group Companies.
11.3 The Affiliate acknowledges and agrees that BoyleSports and/or its brand partners are the sole and exclusive owner of the Database, and that the Affiliate 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).
12. CONFIDENTIALITY
12.1 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 12.2.
12.2 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 12; and
(b) As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority or listed stock exchange.
12.3 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.
12.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
12.5 This clause 12 shall survive termination of this Agreement, however arising.
13. DATA PROTECTION
13.1 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.
13.2 Any advertising material sent by the Affiliate shall always contain an unsubscribe facility whereby the recipient can opt to stop receiving advertising material from the Affiliate.
14. INDEMNITY
14.1 The Affiliate agrees to defend, indemnify and hold BoyleSports 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 Affiliate’s representations, warranties or obligations under this Agreement;
(b) the Affiliate’s use (or misuse) of the Approved Content and any other marketing material provided by BoyleSports and other intellectual property rights owned by or licensed to BoyleSports;
(c) all conduct and activities occurring under Affiliate’s Access Credentials;
(d) any defamatory, libellous or illegal material contained on the Affiliate Sites or Affiliate’s information and data;
(e) any claim or contention that the Affiliate Sites or the Affiliate’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 Affiliate Sites or the Affiliate’s information and data;
(g) any claim related to Affiliate Sites or the Link Pages; and
(h) any violation of these Terms and Conditions or any Applicable Laws.
14.2 Nothing in this Agreement shall limit the Affiliate’s liability under this clause 14.
15. LIMITATION OF LIABILITY
15.1 This clause 15 sets out the entire financial liability of BoyleSports (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Affiliate:
(a) arising under or in connection with these Terms and Conditions; 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 these Terms and Conditions.
15.2 Except as expressly and specifically provided in these Terms and Conditions, 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 these Terms and Conditions.
15.3 Nothing in these Terms and Conditions excludes the liability of either party for any of the following:
(a) death or personal injury caused by negligence; or
(b) fraud or fraudulent misrepresentation.
15.4 Subject to clause 15.3, BoyleSports 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:
(a) loss of revenue or profits; or
(b) loss of contracts or anticipated savings; or
(c) loss of business; or
(d) depletion of goodwill and/or similar losses; or
(e) loss or corruption of data or information; or
(f) pure economic loss; or
(g) any special, indirect or consequential loss costs, damages, charges or expenses however arising under this Agreement.
15.5 BoyleSports’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 lower of (i) the amount of Commission paid by BoyleSports to the Affiliate during the twelve (12) months preceding the date on which the claim arose and (ii) ten thousand pounds (GBP 10,000).
15.6 In no event shall BoyleSports be responsible for any dispute or claim between the Affiliate and any users of the Affiliate Sites.
16. TERM AND TERMINATION
16.1 This Agreement shall commence on the Effective Date and shall continue in force unless and until either BoyleSports or the Affiliate notifies the other in writing (via email shall suffice) that it wishes to terminate this Agreement, in which case this Agreement will be terminated immediately.
16.2 This Agreement shall automatically be terminated in the event that BoyleSports is precluded from offering online gambling services.
16.3 BoyleSports may terminate this Agreement immediately on notice at any time if it discontinues or withdraws, in whole or in part, its affiliate marketing programme. BoyleSports will endeavour to give Affiliate as much notice of the same as reasonably practicable, but any such termination will be without liability to BoyleSports.
16.4 BoyleSports may terminate this Agreement immediately on written notice if it determines in its sole discretion that:
(a) the Affiliate is in breach of any Applicable Law including but not limited to (a) any present or future applicable code issued by the Advertising Standards Authority comprising the CAP/BCAP Code and (b) the IGRG Industry Code for Socially Responsible Advertising; or
(b) the Affiliate is in breach of any of its obligations under clauses 4.4 and 7; or
(c) the Affiliate’s activities prejudices BoyleSports’s compliance with the Consumer Protection Legislation and/or the Licensing Objectives; or
(d) such termination is deemed to be necessary to comply with BoyleSports’s internal policies and/or to comply with all Applicable Laws; or
(e) the Affiliate has (in whole or part) been responsible by way of any act or omission which has resulted in any form of Fraud.
(f) the affiliate has in BoyleSports opinion (subject to compliance with any dispute resolution provisions), been responsible for placing digital advertisements on websites providing unauthorised access to copyrighted content.
16.5 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.
16.6 The Affiliate hereby agrees and acknowledges that any breach of Applicable Laws 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 Affiliate or BoyleSports by the respective authorities. Without prejudice to any of BoyleSports’s rights herein or at law, BoyleSports may forthwith terminate this Agreement, in part or in its entirety, should the Affiliate act in breach of the foregoing and the Affiliate 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. For the avoidance of doubt, the aforementioned termination right and liability of the Affiliate shall not apply where any such fine, penalty, claim, action, or loss has arisen as a direct result of the Affiliate’s observance of any instructions received from BoyleSports.
17. CONSEQUENCES OF TERMINATION
17.1 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.
17.2 BoyleSports may withhold the Affiliate’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 Affiliate. BoyleSports shall be entitled to deduct from any payments due and payable to the Affiliate, any such debts and liabilities due to it, if any.
18. USE OF PERSONAL INFORMATION
18.1 For the purposes of this Agreement, the terms “controller”, “data subject”, “personal data”, “process”, “processing” and “processor” shall each have the meaning given to them in the Data Protection Legislation.
18.2 The Affiliate represents, warrants and agrees that:
(a) it shall always obtain the express and valid consent of Referred Customers (in accordance with the requirements of the Data Protection Legislation) to whom it sends direct marketing;
(b) any direct marketing it sends out to Referred Customers and the consents related to the same shall be independent of, and governed separately from, any marketing consents that BoyleSports may have in respect of its own marketing;
(c) all direct marketing sent to Referred Customers shall include an opportunity for Referred Customers to opt-out of all future direct marketing from the Affiliate;
(d) it will not send any direct marketing to Referred Customers (i) who have not given express consent to receive direct marketing; (ii) who have opted out from such marketing; or (iii) where BoyleSports has notified the Affiliate in writing that such Referred Customer must not be contacted; and
(e) it shall at all times comply with the Data Protection Legislation including, without limitation, ensuring that Referred Customers’ personal data: (i) is collected fairly, lawfully and transparently; (ii) is processed in accordance with a lawful condition (as set out in the Data Protection Legislation); and (iii) is protected from loss, theft, accidental destruction or unauthorised access by implementing appropriate technical and organisation measures in respect of such personal data.
18.3 The Affiliate shall notify BoyleSports immediately in the event that it breaches (or suspects that it has breached) any of the warranties in this clause 18.
18.4 The Affiliate shall ensure that all processors acting on its behalf pursuant to this Agreement are bound by contractual terms no less onerous than the standards prescribed by the Data Protection Legislation.
18.5 The Affiliate shall notify BoyleSports immediately in the event that (i) any Referred Customer makes a complaint to the Affiliate, or (ii) any supervisory authority contacts the Affiliate, in respect of direct marketing or the Affiliate’s processing of any Referred Customer’s personal data.
18.6 The Affiliate hereby indemnifies BoyleSports against all costs, claims, fines, group actions, damages and expenses incurred by BoyleSports due to any failure by the Affiliate, its employees, agents, subcontractors or processors, to comply with any of its (or their) obligations under this clause 18 and/or the Data Protection Legislation. Nothing in this Agreement shall limit the Affiliate’s liability under this clause 18.
18.7 The Affiliate 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 BoyleSports for the following purposes:
(a) to comply with relevant regulations regarding the Affiliate’s registration with BoyleSports, including verifying the information which the Affiliate 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 Affiliate informed of future events, offers and promotions in relation to its account and to provide the Affiliate with important information about its account; and
(d) for any other purpose which is necessary for the performance of BoyleSports’s contractual obligations to the Affiliate, or for enforcing the Affiliate’s compliance with its contractual obligations to BoyleSports.
18.8 The Affiliate further acknowledges that its personal information as set out in clause 18.7 above may be disclosed by BoyleSports 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 Affiliate hereby agrees to cooperate fully with BoyleSports in respect of any such investigations of activities which it or any such third party may carry out.
19. 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.
20. WAIVER
No failure or delay by a party to exercise any right or remedy provided pursuant to these Terms and Conditions 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.
21. RIGHTS AND REMEDIES
The rights and remedies provided pursuant to these Terms and Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.
22. SEVERANCE
If any provision or part-provision of these Terms and Conditions 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 remainder of these Terms and Conditions.
23. ENTIRE AGREEMENT
23.1 These Terms and Conditions constitute 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.
23.2 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 these Terms and Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms and Conditions.
23.3 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.
23.4 Nothing in this clause shall limit or exclude any liability for Fraud.
24. ASSIGNMENT AND OTHER DEALINGS
24.1 The Affiliate 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 these Terms and Conditions without the prior written consent of BoyleSports.
24.2 BoyleSports 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 these Terms and Conditions.
25. NO PARTNERSHIP OR AGENCY
Nothing in these Terms and Conditions 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.
26. VARIATION
26.1 BoyleSports may unilaterally amend any of the terms and conditions contained in this Agreement, at any time and at its sole discretion, by posting the amended agreement on the “Terms & Conditions” page on the Affiliates Portal. Any changes will take effect from the date specified at the head of the updated version of this Agreement (“Amendment Date”), and the Affiliate hereby agrees to be bound by such changes from the Amendment Date.
26.2 The Affiliate is solely responsible for regularly checking the Affiliate Portal and making itself aware of any such amended versions and changes.
26.3 If any amendment made pursuant to clause 26.1 is unacceptable to the Affiliate, the Affiliate’s only recourse is to terminate this Agreement with immediate effect. The Affiliate’s continued participation in the Affiliate Programme following the Amendment Date will constitute a binding acceptance by the Affiliate of the amended Agreement, irrespective of whether or not the Affiliate has actually learned of or read the relevant changes.
27. 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.
28. NOTICES
28.1 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 BoyleSports sent by email to: affiliates@boylesports.com and, in the case of the Affiliate, sent by email to the address provided in the Affiliate Application.
28.2 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.
29. 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.
30. JURISDICTION
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.
