Terms and Conditions of Business
These Terms and Conditions will apply to all Affiliates who register on the Website to participate in Affiliate Programmes available on the Network.
DEFINITIONS AND INTERPRETATION
In these Terms and Conditions:
'GoGame' means GoGame Partners a brand owned and operated by Dazzletag Gibraltar Limited 4 Giro's Passage, GX11 1AA, Gibraltar Incorporation No: 112778
'Affiliate Guidelines' means the best practice guidelines for Affiliates published by GoGame Partners (covering all brands operated under the Gaming Licences of Dazzletag Entertainment Ltd) and includes but is not limited to the guidelines set out in the 'Affiliate Guidelines' section of these terms and conditions and the 'UK Marketing and Advertising Rules for Affiliates' which can be found at www.gogamepartners.com/compliance.
'Affiliate Management Area' means the reporting interface available on the Website.
'Affiliate Programme' means any Affiliate programme available on the Network and where the context admits shall include the provisions described or contained in the Operator's terms and conditions.
'Affiliate Site' means the Affiliate?s website, blog, forum, voucher code, email list or other mechanism or method designed or intended to refer Customers to Operators.
'Approved Transaction' means the first purchase of services or other Customer-initiated action as specified in the Affiliate Programme.
'Commencement Date' means the date on which GoGame Partners gives notice to the Affiliate that registration on the Website has been successful.
'Commission' means the fees due to Affiliate in accordance with this Agreement.
'Competent Authority' means any governmental, judicial or regulatory authority having jurisdiction over this agreement, any of the parties hereto or any activity of any of the parties hereto.
'Confidential Information' means the Agreement and all communications, materials and information, whether written, electronic, visual, or oral supplied to or obtained by either party from the other pursuant to the Agreement.
'CPA = Commission Per Acquisition'. The commission paid per depositing player referred by an Affiliate/publisher. The network will set the CPA and reserves the right to change this periodically for the commercial needs of the network or individual merchant. All Affiliates/publishers will be informed of any CPA changes at least five (5) working days before changes come into effect.
'Dazzletag Entertainment Ltd' is a licensed Gaming Operator that has a joint venture agreement with GoGame Partners. Dazzletag Entertainment Ltd operates the brands that are promoted via GoGame Partners under GB Gambling Commission and Malta Gaming Authority Licenses. Full details of their licensed brands and URLs can be founds here: https://secure.gamblingcommission.gov.uk/PublicRegister/Search/Detail/39358 and https://www.authorisation.mga.org.mt/verification.aspx?lang=EN&company=052239c5-7f28-406c-bf8a-9ee8f585cd0c&details=1
'Net Revenue' is defined as fundings (purchases) minus payouts, bonuses, chargebacks, license fees and taxes where applicable.
'Customer' means a client, customer, player or user referred by the Affiliate to an Operator via the Link.
'Fraud Traffic' means deposits or transactions generated from Customers through illegal means or in bad faith regardless of whether or not it actually causes damage to GoGame Partners or an Operator.
'Intellectual Property' means proprietary rights in all intellectual property whether registered or not including, without limitation, trademarks, trading, business or domain names, email addresses, copyrights (including any such rights in websites or software), rights in databases and all other intellectual property rights of a similar or corresponding character, which subsist now or in the future in any part of the world.
'Link' means the link GoGame supplies to the Affiliate for inclusion on the Affiliate Site which when clicked on by a Customer identifies that the Customer has been referred by the Affiliate and the relevant Affiliate Programme.
'Network' means the GoGame Partners Affiliate network operated via the Website.
'Operator' means any provider of remote gambling services whose Affiliate Programme is available on the Network.
'Website' means the website gogamepartners.com and such other linked or associated websites operated by GoGame for the promotion of Affiliate Programmes which the Affiliate may advertise and market to Customers via the Affiliate Site.
Words importing one gender include all other genders and words importing the singular include the plural and vice versa.
REGISTRATION, IDENTITY VERIFICATION AND COMMENCEMENT
The Affiliate shall apply to join the Network by completing the registration form on the Website.
Completion and submission of the registration form shall signify the Affiliates acceptance of these Terms and Conditions and any amendments thereto made by GoGame from time to time and published on the Website. After the submission of the registration form, GoGame Partners will run a verification of the Affiliates identity based on the information provided by the Affiliate and by obtaining further information from public and other data sources. The Affiliate agrees to provide GoGame with any supporting documents, which GoGame may further request, both during the registration process and on an on-going basis as required, for the purposes of Customer Due Diligence. Supporting documents required may include (but are not limited to), any or all of the following: For Individuals: Valid Photo Identification such as: a copy of a valid passport or driving licence. Valid Proof of Address such as: copy of a utility bill, letter of reference from the individuals bank or a copy of a bank statement; not more than 3 months old.
For Companies: a copy of the company?s certificate of incorporation; register of Members & Shareholders, articles of association (or equivalent document); duly approved corporate resolution; certificate of good standing; power of attorney; and information regarding the identity of the beneficial owners and directors of the company.
The Affiliate agrees and acknowledges that GoGame Partners (covering all brands operated under the Gaming Licences of Dazzletag Entertainment Ltd)? has the right to withhold any payments if such supporting documents are not provided in a timely manner;
The acceptance or rejection of the Affiliate?s application to join the Network shall be determined by GoGame at its sole discretion.
If accepted the Agreement shall commence on the Commencement Date and shall continue until terminated in accordance with these Terms and Conditions.
On the Commencement Date GoGame shall create an Affiliate Management Area for Affiliate.
AFFILIATE PROGRAMMES AND CUSTOMER TRACKING
GoGame shall notify the Affiliate of the availability of Affiliate Programmes from time to time by email and by notices posted on the Affiliate Management Area.
The Affiliate may apply to join any Affiliate Programme by following the instructions posted on the Affiliate Management Area.
The acceptance or rejection of the Affiliate's application to join an Affiliate Programme shall be determined by GoGame and the Operator at their sole discretion.
If accepted the Affiliate shall be bound by any additional conditions which the Operator may impose from time to time and which will be posted on the Affiliate Management Area.
On acceptance GoGame shall create and supply a Link to enable GoGame and the Operator to track Customers referred by the Affiliate.
The Affiliate shall place the Link on the Affiliate Site and shall maintain, operate and update the Link in accordance with GoGame Partner's instructions.
The Affiliate accepts and acknowledges that any delay or failure to place, maintain, operate or update the Link in accordance with GoGame Partner's instructions may result in referred Customers not being identified and no Commission shall be payable in respect of such unidentified referrals.
COMMISSION AND PAYMENTS
Commission shall be paid to the Affiliate at the agreed rate as per the tiered commission structure for each Customer who completes an Approved Transaction.
Payment of Commission shall either be in Sterling or in the currency of the Approved Transactions in which event GoGame shall pay the foreign currency equivalent of the agreed rate as per the tiered commission structure at the best exchange rate that GoGame is able to obtain on the date of payment.
The Affiliate shall remain responsible for all bank charges on Commission payments whether in respect of electronic transfers, foreign currency exchange commission, correspondent bank charges, cancelled cheques or otherwise.
GoGame shall pay Commission on a monthly basis and shall endeavour to do so within 15 days of the end of the month in which the Approved Transaction is completed.
Payment of Commission shall be made by electronic transfers to a bank account or accounts of the Affiliate's choice but GoGame shall not be responsible for late payments arising from the Affiliate's failure to provide accurate or sufficient account information or for any other cause beyond GoGame partners reasonable control.
No Commission shall be payable in respect of Fraud Traffic or as a result of other unethical or illegal activities and GoGame shall be entitled to reclaim Commission arising from Fraud Traffic or to deduct and set-off such Commission against future Commission payments.
Affiliates promoting GoGame brands will receive commission per deal agreed for each specific brand. Affiliate is eligible to receive revenue share commission for any new referred player to any of GoGame brands which is a result of his marketing efforts when referral is made by the means of his unique tracking code.
The Affiliate shall be responsible for all taxes payable in respect of the Commission.
GoGame does not pay VAT on Commission. If the Affiliate wishes or is required to issue invoices to GoGame such invoices shall be zero-rated for VAT purposes.
No commission will be payable for revenue generated from player accounts that GoGame deem to be fraudulently 'linked' to the Affiliate account in any way. This includes staff, family members, agents and associates of the Affiliate and any related entity. If GoGame deem the linked account activity to be fraudulent, we reserve the right to withhold funds from both Affiliate and player accounts.
GoGame reserves the right to set limits for a minimum level of activity on Affiliate's account aimed to stimulate consistency in the affiliate activity and to encourage affiliate sending new referrals. Such minimum activity levels will be continuously reviewed and GoGame reserves the right to cancel any bespoke deals reverting to the standard revenue ladder if an affiliate fails to deliver referrals at the agreed level. The minimum payment is £50 GBP per month. If it is under £50, commission will be rolled over until £50 is exceeded.
The Affiliate's monthly payable balance of Commission is automatically reset to £0.00 at the beginning of each calendar month, to ensure that no negative balances are carried forward.
If in any given month a Customer generates a negative Net Revenue of at least £5,000 he/she will be deemed to be, for the purposes of this section, a 'High-Roller'.
The negative Net Revenue generated by the High-Roller will be carried forward and offset against future Net Revenue generated by that High-Roller;
The negative balance carried forward cannot be set-off against other Customer's Net Revenue;
The negative balance of a High-Roller will be reduced by future positive Net Revenue that they generate in subsequent months;
A negative balance will not be increased by future negative Net Revenue unless the High-Roller meets the qualifying criteria in subsequent months.
The affiliate will be able to view all adjustments in order to track the High-Roller Player's net breakeven point. Adjustments will be made at the end of each calendar month based on the cumulative revenue for the month running to protect the Affiliate's income from revenue generated from other Players in the same month.
INTELLECTUAL PROPERTY RIGHTS
GoGame and the Affiliate grant to each other non-exclusive, revocable, royalty-free licences to have reasonable use of their respective Intellectual Property for the purposes of this Agreement subject to approval on all external marketing materials.
To the extent that it is able to do so GoGame also grants to the Affiliate a non-exclusive, revocable, royalty-free licence to have reasonable use of the Operator's Intellectual Property for the purposes of each Affiliate Programme.
The licences granted in these Terms and Conditions are intended to allow GoGame and the Affiliate to have reasonable use of Intellectual Property for the purposes of operating the Network but the Affiliate shall not describe itself as being associated with GoGame or an Operator in any circumstances without the prior written approval of GoGame Partners
Nothing in these Terms and Conditions shall operate to transfer any interest or ownership of Intellectual Property and the Affiliate shall only use the Intellectual Property during the continuance of this Agreement.
WARRANTIES AND INDEMNITY
GoGame and the Affiliate each represents, warrants and undertakes one to the other that:
- It has the full right, power and authority to enter into the Agreement;
- Entering into the Agreement and performance of its obligations and duties under it will not breach any agreement to which it is a party or by which it is otherwise bound; and
- The use of its Intellectual Property will not infringe the intellectual property or other rights of any third party.
The Affiliate represents, warrants and undertakes to GoGame that:
- All information and data supplied by the Affiliate to GoGame Partners, Operators, Customers and any other party through or in connection with the Agreement shall be correct, accurate and not misleading;
- The Affiliate and the Affiliate Site shall comply with the Code and the Affiliate Guidelines as amended or supplemented by GoGame from time to time;
- TheAffiliate, the Affiliate Site and the Affiliate's activities in connection with the Network and any Customers' data shall comply with any and all applicable laws, regulations, codes of conduct in force from time to time as amended, re-enacted, extended or consolidated by any Competent Authority;
The Affiliate acknowledges and agrees that the Network is provided on an 'as is' basis and that GoGame does not give any warranty in relation to availability or uptime, nor that the Network or Website will be suitable for the Affiliate's particular requirements or will result in any particular level of income or business to the Affiliate.
GoGame represents, warrants and undertakes to the Affiliate that it shall use reasonable endeavours to provide accounting support services to the Affiliate in accordance with good industry practice.
The Affiliate hereby undertakes to indemnify and keep indemnified GoGame and the Operators (together with their directors, employees and agents) fully and effectively against any and all costs, claims, expenses and liabilities (including reasonable legal fees) arising from a result of:
Any breach of the warranties contained in these Terms and Conditions;
Any contaminated file, virus, worm or trojan horse originating or sent from the Affiliate Site.
The Affiliate may terminate the Agreement at any time by giving not less than one month's written notice to GoGame Partners.
GoGame may terminate the Agreement at any time by giving not less than one month's written notice to GoGame or immediately and without notice if the Affiliate breaches any of the warranties contained in these Terms and Conditions or otherwise engages in unethical or illegal activities.
On termination of the Agreement for any reason the Affiliate shall cease using all Intellectual Property belonging to GoGame or the Operators and GoGame shall be relieved of all further liability, duties and obligations to the Affiliate (including, without limitation, any payment obligation).
For the avoidance of doubt the Affiliate shall be entitled to Commission on Approved Transactions completed in the calendar month immediately preceding the date of termination of the Agreement but shall not be entitled to any Commission, compensation or any other form of payment in respect of any period thereafter or during any period of suspension, whether or not the suspension is lifted or if the Affiliate subsequently re-joins the Network.
Notwithstanding above mentioned agreement clauses, GoGame may immediately terminate this Agreement if it determines, at its sole discretion:
- that there are doubts in respect of the Affiliate's true identity and that the Affiliate is unable to provide GoGame with appropriate identification to effectively verify the Affiliate's identity;
- that any fraud has taken place or is contemplated by the Affiliate or any of its customers;
- that any of the Affiliate's activities pose a risk to the integrity of GoGame or to prejudice GoGame's compliance with the Licensing Objectives and/or its licence;
- that the Affiliate's site is directed at those aged below 18 years;
- that the Affiliate's site violates the intellectual property rights (including GoGame's);
- that the Affiliate site violates any applicable laws and/or applicable advertising code of practice;
LIMITATION OF LIABILITY
Except as specifically provided in the Agreement the remedies of the parties (whether in contract, tort, by statute or otherwise, howsoever) against each other for any breach of their respective obligations or warranties hereunder shall be limited to damages.
Nothing herein shall limit or exclude the liability of the Affiliate for loss or damage due to or arising from death, personal injury or fraudulent misrepresentation.
GoGame's maximum liability to the Affiliate for direct losses arising from breach of any provision of the Agreement shall not exceed the Commission received or due to the Affiliate in the three months prior to the event which gave rise to liability and subject as aforesaid GoGame shall not be liable to the Affiliate for loss of profits, or indirect, incidental or consequential damages incurred as a result of or in connection with the Agreement whether arising out of breach of contract, negligence or howsoever.
GoGame shall not be liable for or be considered in breach of the Agreement on account of any delay or failure to perform as a result of any causes or conditions which are beyond reasonable control.
DISPUTES AND NOTICES
The Affiliate shall in the first instance refer queries, complaints and bona fide disputes to the Affiliate's account manager nominated from time to time by GoGame and shall use all reasonable endeavours to resolve any such dispute.
If no such resolution occurs within 30 days of such referral disputes shall be referred to a director or senior manager of GoGame who will endeavour to resolve any such dispute within a further 30 day period.
Any notice given under the Agreement shall be in writing and may be delivered by hand or sent by courier, pre-paid registered post or by fax transmission (in which case it shall be deemed to be delivered on proof of delivery or confirmation of successful fax transmission) but notices shall also be considered delivered immediately on transmission if sent by email to the email address supplied by the recipient to the sending party or if posted on the Affiliate Management Area by GoGame.
GoGame may notify the Affiliate of updates or amendments to these Terms and Conditions by email or via the Affiliate Management Area.
Both the Affiliate and GoGame shall take reasonable steps to prevent unauthorised disclosure of Confidential Information (including by employees or agents who have access to such Confidential Information) during the continuance of the Agreement and thereafter without limitation in time.
Notwithstanding the foregoing, either party may disclose Confidential Information without the consent of the other party to the extent such disclosure is required by law or demanded by a Competent Authority.
Both parties may disclose that the Affiliate is a member of the Network subject to the Affiliate first seeking GoGame's approval of any publicity materials, such approval not to be unreasonably withheld or delayed.