Terms and Conditions
In order to apply for our affiliate program, you will need to read, understand and accept these terms and conditions. If you do not agree with the terms and conditions do not continue with your application. Should you have any questions regarding our affiliate program please contact for further information.
"Advertising Material" means any communication sent or made available to the Customers to promote the PlayFrank Website and create links from the Affiliate Website(s).
"Approved Marketing Material" means the banners, text and/or other online or offline promotional materials and any associated intellectual property rights thereto which is either provided by the Company or is consented by the Company or created in line with this agreement and the respective Advertising Guidelines.
"Affiliate Application" means the application form found at frankaffiliates.com whereby the Affiliate applies to participate in the Affiliate Program
"Affiliate Program" means the collaboration between the Company and the Affiliate whereby the Affiliate will promote the PlayFrank Website and create the Links from the Affiliate Website(s) to the PlayFrank Website and thereby be paid a Commission as defined under this Agreement depending on the traffic generated to the Website(s) subject to the terms and conditions of this Agreement and to the applicable Commission Structure.
"Affiliate Services" means the Affiliate's promotion of the PlayFrank Website and the creation of the Links from the Affiliate Website(s) to the PlayFrank Website.
"Affiliate Website(s)" means one or more websites on the Internet which are maintained and operated by the Affiliate.
"Bonuses" means any so-called "free money", "free bets", "free spins", "money back", vouchers, rebates, discounts and/or similar that the New Customer can utilise as payment for stakes (bets).
"Commission" means the percentage of the Net Revenue as set out in the Casino Commission Structure.
"Commission Structures" means the commission structure contained under article 18 below or any specific commission structure expressly agreed and confirmed in writing between the Company and the Affiliate.
"Company" means Mad Men Ltd, a company incorporated in Malta, Company registration number: C 77905.
"Confidential Information" means any information of commercial or essential value for any of the Parties such as, but without limitation, financial reports and condition, trade secrets, know-how, prices, business information, products, strategies, databases, information about New Customers, other customers and users of the Website(s), technology, marketing plans and manners of operation.
"Intellectual Property Rights" means any copyrights, patents, trademarks, service marks, inventions, domain names, brands, business names, utility brands, rights in computer software, source codes, rights in databases and know-how, design rights, Confidential Information, registrations of the aforesaid and/or any other rights in the nature of the aforesaid.
"Links" means Internet hyperlinks from the Affiliate Website(s) to the PlayFrank Website.
"Net Revenue" means in relation to the Website(s): all monies received by the Company from New Customers in relation to casino activities less; (a) monies paid out to New Customers as winnings; (b) bonuses and/or loyalty rewards and/or any other direct costs incurred to maintain the loyalty of New Customers; (c) administration fees; (d) payment fees; (e) fraud costs,;(f) charge-backs; (g) returned stakes; (h) gaming duties or local taxes (incl. VAT); (i) jackpot contribution, and; (j) any commissions/fees due to third parties for providing/licensing games and/or games software; For the avoidance of doubt, all amounts referred to as Net Revenue are amounts generated from New Customers referred to the PlayFrank Website by the Affiliate Website(s).
"New Customer" means a new first time customer of the Company who:
- Has created a new PlayFrank player account, registering directly after having been referred from the Affiliate Website(s) to the PlayFrank Website;
- Has made a first deposit amounting to at least the applicable minimum deposit at the PlayFrank Website in the PlayFrank Website gaming account in accordance with the applicable terms and conditions of the PlayFrank Website, but excluding the Affiliate, its employees, relatives and/or friends; and
- Is not already in PlayFrank's customer database (where the customer has previously closed his PlayFrank player account and opened a new one through the Affiliate, such condition shall be deemed not to be satisfied).
"Sub-Affiliate" means an individual and/or entity that an Affiliate directs in any appropriate manner to PlayFrank and who can be linked to the Affiliate's unique Affiliate account / identity, which person or entity becomes an Affiliate of PlayFrank.
"Sub-Affiliate Deal" means the Company's approval for an Affiliate to refer Affiliates to the Website.
"Parties" means the Company and the Affiliate (each a "Party").
"Personal Data" means any information relating to any person, whether individual or legal that is or may be identified from time to time (directly or indirectly). It includes without limitation any and all information in relation to New Customers and/or Affiliates.
"PlayFrank" means the Company and any related group company responsible for the operational activities of the PlayFrank Website.
"PlayFrank Website" / "The Site" means the website with domain name www.PlayFrank.com and any other domain names as applicable in other jurisdictions.
"PlayFrank Affiliates Website" means the website with domain name frankaffiliates.com
1.1 The Company is responsible for the marketing services of the online gaming activities offered through the PlayFrank Website.
1.2 The Affiliate maintains and operates the Affiliate Website(s).
1.3 This Agreement sets out the general terms and conditions of the Affiliate Program and is entered into between the Company and the Affiliate.
1.4 By completing and submitting the Affiliate Application the Affiliate accepts, and agrees to abide by, all the terms and conditions of the Agreement.
1.5 This Agreement shall be binding on the Affiliate once the Affiliate Application has been submitted but shall not be binding or enter into effect in relation to the Company until the Company approves the Affiliate Application as provided in article 2.
2.1 The Company shall evaluate the Affiliate Application hereby submitted and shall notify the Affiliate in writing (via email) whether the Affiliate Application is accepted or not. The Company reserves the right to refuse any registration in its sole and absolute discretion. The Company's decision is final and not subject to any right of appeal.
2.2 Once confirmed in accordance with the above, the Affiliate is granted the non-exclusive right to direct New Customers to the Site in accordance with the conditions set out in this Agreement. The Affiliate understands that The Company has the right to procure Affiliate Services from others performing services of the same or similar nature to those provided by the Affiliate. The Affiliate, unless granted a Sub-Affiliate deal by The Company shall have no claim to Commission Fees or other compensation on business secured by or through persons or entities other than the Affiliate.
The Affiliate hereby represents and warrants that:
(a) it has, and will retain throughout the term of this Agreement, title and authority to enter into this Agreement, to grant the rights and perform all its obligations in this Agreement;
(b) it has provided the Company with complete, valid and truthful information; including but not limited to, Affiliate's contact information, payment instructions, nationality, residency, location and nature of Affiliate's marketing activities, and any other information that the Company may request.
(c) it will provide proof of identification including, where possible, a government issued identification number upon signing or upon request by the Company. The Affiliate should also provide tax and/or VAT information upon signing or upon request by the Company in order for the Company to be able to fulfil the Anti Money Laundry obligations.
(d) it has obtained and will maintain in force all necessary registrations, authorizations, consents and licenses necessary to fulfil its obligations under this Agreement;
(e) it shall comply with all applicable laws and regulations in the performance of their obligations; and
(f) it fully understands and accepts the contents of this Agreement.
4.Responsibilities and Obligations of the Company
4.1 Upon acceptance of the Agreement by the Affiliate, a unique player tracking code is assigned to the Affiliate, and the Affiliate is integrated in the technical platform of the PlayFrank Website. By means of the player tracking code New Customers acquired via the Link(s) on the Affiliate Website and the bets placed during such sessions are registered and/or can be tracked.
4.2 The Company shall provide the Affiliate with all information and approved marketing material necessary for the implementation of the links and marketing materials. The Company shall not be responsible for the actual implementation of the links and marketing materials.
4.3 In the event that the Affiliate creates its own marketing material, such marketing material shall be compliant with the provisions of this Agreement and the Company shall not be held liable for any fines and/or sanctions which are incurred by the Affiliate for the non-adherence with applicable rules and regulations.
4.4 The Company shall administer the turnover generated via the Links, record the net revenues and the total amount of commission earned via the Links, provide the Affiliate with commission statistics, and handle all customer services related to the business of the Company. A unique tracking identification code will be assigned to all New Customers.
4.5 The Company shall pay the Affiliate its Commission depending on the traffic generated subject to the terms and conditions of this Agreement.
4.6 The Company shall use its reasonable endeavours to ensure that whenever a New Customer is directed to PlayFrank Website and registers a new account, the relevant New Customer is identified as originating from the Affiliate's Site. However, the Company shall not be held liable if it is unable to identify a New Customer as originating from such Site.
4.7 The Company makes no representation that the operation of the PlayFrank Website and PlayFrank Affiliates Website will be uninterrupted or error-free and the Company will not be liable for the consequences of any interruptions or errors.
4.8 The Company reserves the right to request any information from the Affiliate for due diligence purposes in line with its obligations under applicable law as it may from time to time deem fit.
5 Company's Rights
5.1 The Company may refuse any applicant New Customer or close a New Customer's account if in the sole opinion of the Company this is necessary to comply with the Company's policy and/or to protect the interest of the Company.
5.2 The Company may refuse any applicant Affiliate and/or may close any Affiliate's account if in the sole opinion of the Company is necessary to comply with the Company's policy and/or to protect the interest of the Company.
5.3 Furthermore, if the Affiliate is in breach of this Agreement the Company may besides closing the Affiliate's account immediately and without notice, take any other steps at law to protect its interest.
6 Undertakings of the Affiliate
6.1 The Affiliate hereby warrants and undertakes:
(a) to use its best efforts to actively and effectively advertise, market and promote the PlayFrank Website as widely as possible in order to maximize the benefit to the Parties and that it will abide with the guidelines of the Company as may be forwarded from time to time and/or accessible online;
(b) to market and refer potential players to the PlayFrank Website at its own risk, cost and expense. The Affiliate will be solely responsible for the distribution, content, legality and manners of its marketing activities. All of the Affiliate's marketing activities must be professional, proper and lawful under applicable laws and regulations and in accordance with this Agreement;
(c) that all news, offers and promotions in relation to PlayFrank are current and up to date;
(d) to refrain from altering any Approved Marketing Material unless otherwise approved in writing by the Company;
(e) to use only links provided within the scope of the Affiliate Program;
(f) to be responsible for the development, the operation, and the maintenance of the Affiliate Website(s) as well as for all material appearing on the Affiliate Website(s);
(g) it shall not directly or indirectly offer any person or entity any incentive (including but not limited to money) to access the PlayFrank Website and use the Content on the Affiliate Site (e.g. by implementing any "rewards" program for persons or entities who use such content);
(h) it shall not register more than one Affiliate account with the Affiliate Program. Any exceptions must be confirmed in writing by the Company;
(i) it shall not apply for a new Affiliate account if it previously had an account closed due to breach of the Agreement;
(j) it shall not: read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to the PlayFrank Website by any person or entity;
(k) it shall not: use any device, robot, spider, software, routine or other method (or anything in the nature of the foregoing) to interfere or attempt to interfere with the proper functioning of the Products and/ or the PlayFrank Website or any related information or transactions;
(l) it shall not: engage in transactions of any kind on the PlayFrank Website on behalf of any third party, or authorise, assist, or encourage other third parties to do so;
(m) it shall not attempt to intercept or redirect (including, without limitation to user-installed software) traffic from or on any other website that participates in the Affiliate Program;
6.2 The Affiliate hereby undertakes, represents and warrants that:
(a) it will not perform any act, and that the Affiliate Website(s) neither does nor will contain any material, which is libelous, discriminatory, obscene, unlawful or otherwise unsuitable or which contains sexually explicit, pornographic, obscene or graphically violent materials;
(b) it will not target any person who is under the legal age for gambling, and shall, for example, not provide facilities for gambling which are meant to appeal particularly to children or young people;
(c) it will not actively target any jurisdiction where gambling and the promotion thereof is illegal;
(d) it shall not incentivise or indicate how casino systems or similar could be used at the PlayFrank Website and/or other betting options that statistically prevent the spirit of the Affiliate partnership from being profitable for both Parties.
(e) it acknowledges the Company's ongoing commitment for the prevention of gambling addiction and that the Affiliate will co-operate with the Company to actively reduce gambling addictions by, for example, placing links provided by the Company on the Affiliate Website(s) which direct traffic to websites involved in the business of preventing gambling addictions;
(f) it will not generate traffic to the PlayFrank Website by illegal or fraudulent activity, particularly but not limited to by any of the following:
(i) sending spam or unsolicited mail or any kind of marketing communications to customers who did not expressly and clearly consent to receive marketing communications, or which consent the Affiliate didn't store according to the relevant Data Protection laws and regulations and isn't able to prove anytime.
(ii) registering as a player or make deposits directly or indirectly to any player account through his tracker(s) for its own personal use and/or the use of its relatives, friends, employees or other third parties, or in any other way attempt to artificially increase the commission payable or to otherwise defraud PlayFrank. Violation of this provision shall be deemed to be fraud;
(iii) presenting the Affiliate Website(s) in such a way that it might evoke any risk of confusion with the PlayFrank Website and/or the Company or convey the impression that the Affiliate Website(s) is partly or fully originated with/from the PlayFrank Website and/or the Company.
(g) Subject to the marketing material as may be forwarded by the Company and/or made available online through the website frankaffiliates.com, the Affiliate may not use the PlayFrank Website or other terms, trademarks and other Intellectual Property Rights of the Company or its group companies unless the Company consents to such use in writing. For the avoidance of doubt, the Affiliate may not use PlayFrank's name or Intellectual Property Rights (including graphics and design material) in any bulk emails unless against prior written consent of the Company. The Company may terminate this Agreement if any spam complaints result from the Affiliate's marketing activities in which PlayFrank or any of its products/services have been referred to.
6.3 If the Company determines, at its sole discretion, that the Affiliate has engaged in the activities specified as per articles 6.1 and 6.2, the Company shall have the right to:
(a) suspend any Commission due to the Affiliate and/or;
(b) alter the Reward Plan of the Affiliate and/or;
(c) withhold payment of any Commission due to the Affiliate that has derived from the breach, and/or;
(d)retain the Commission until the costs of such breach is paid by the Affiliate;
(e)terminate the Agreement immediately.
If the investigation made by the Company leads to the conclusion that there is no breach, the Company shall pay the Affiliate all suspended or withheld payments.
The decision by the Company to pursue any of its rights or remedies under article 6.3 will be without prejudice to any other rights, remedies, legal actions or compensations available to the Company.
6.4 If the Affiliate attempts, with the Company's prior written consent, to promote the PlayFrank using methods such as but not limited to email, it shall make clear in the body of such communication(s) that they have been sent by the Affiliate, and any complaints made as a result of this(ese) communication(s) will be addressed to the Affiliate and not to the Company. Please note the additional requirements around marketing in the PlayFrank Affiliates Advertising Guidelines.
6.5 When advertising to customers in Great Britain, the Affiliate shall abide by the rules for gambling advertising as defined by the Committees of Advertising Practice (CAP and BCAP) and upheld by the Advertising Standards Authority. The Affiliate will ensure that marketing communications, particularly in relation to free bet and bonus offers do not amount to or involve misleading actions or misleading omissions. Marketing communications that include a promotion must provide as such information about significant conditions as practicable within the advert itself, and with sufficient prominence. Where the advert is genuinely limited by space (banner advertisement) significant conditions must be displayed no further than one click away from the advert itself. Examples of free bet or bonus offers which may not comply with legislation include: the promotion does not provide supporting information on the terms and conditions of the offer or provides it with insufficient prominence for example only visible once scrolled down; when clicked, advertising banners take a customer direct to the join or login section of the website, without providing terms and conditions of the offer; significant information may only be available 'below the fold' on a web page or email and a customer may only be aware that terms and conditions apply if they actively scroll to the end of a webpage or similar. The above requirements are applicable to all forms of marketing communication, including social media and other forms of advertising such as newspapers. We reserve the right to terminate the Agreement if, in our reasonable opinion, you have breached the gambling advertising rules as defined by Committees of Advertising Practice (CAP and BCAP) and upheld by the Advertising Standards Authority.
6.6 For the purpose of the services to be delivered under this Agreement, it is understood that the Affiliate shall not have access to any Personal Data.
6.6.1. Should the Affiliate come into possession of or have access to Personal Data from the Company, the Affiliate shall be the data processor in the meaning of Directive General Data Protection Regulation (GDPR) (EU) 2016/679 and agrees and warrants to process the Personal Data only on behalf of the Company and in compliance with the Company's instructions and solely for the purposes of this Agreement, and shall undertake the necessary security measures to comply with the obligations of a data processor, including ensuring that the information is not (i) accidentally or unlawfully destroyed, (ii) lost, altered or damaged, (iii) disclosed to or accessed by any unauthorised person, (iv) misused or (v) in other ways treated in violation of the Data Protection Requirements.
6.6.2. The Affiliate and any Sub-Affiliate shall comply with all the applicable Gaming laws and regulations and all the Data Protection laws and regulations, including but not limited to the European Directive 2002/58/EC, the General Data Protection Regulation (GDPR) (EU) 2016/679 (as amended or updated from time to time) and any legislation and/or binding regulations implementing or made pursuant to them ("Data Protection Requirements"). The Affiliate is solely responsible for any marketing initiatives the Affiliate or its Sub-affiliates conduct and shall indemnify the Company for any breach of the Data Protection Requirements by the Affiliate or by any of its Sub-Affiliates which renders the Company liable for any costs, fines, claims or expenses howsoever arising.
7.1 The Company agrees to pay the Affiliate the Commission. The Commission shall be deemed to be inclusive of value added tax or any other applicable tax. The Affiliate shall be entitled to receive the Commission exclusively in respect of New Customers.
7.2 The Commission is calculated at the end of each month and payments shall be made by the 30th of the following calendar month, provided that the amount due exceeds €500 (the "Minimum Threshold"). If the balance due is less than the Minimum Threshold, it shall be accumulated and carried over to the following month and shall be payable when the total Commissions collectively exceeds the Minimum Threshold.
7.3 Payment of Commissions shall be made in accordance with the payment method chosen by the Affiliate in the Affiliate Application. If an error is made in the calculation of the Commission, the Company reserves the right to correct such calculation at any time and will immediately pay out underpayment or reclaim overpayment made to the Affiliate.
7.4 In the calculation of Commission where Net Revenue is negative due to Customer winnings and/ or administration fees and/ or cash items and/ or progressive contributions the said balance will be set to zero. A negative balance due to fraud costs will however be carried over.
7.5 Furthermore, if the Affiliate does not generate at least 1 New Customer per month for a period of 3 months for the Company, then Negative Carry-Over will be introduced.
7.6 The Negative Carry-Over term will be evaluated at the end of the every month and it will be applied for as long as the Affiliate does not generate at least 10 New Customers over 3 Months.
7.7 High Roller Policy; Negative Commissionable revenue generated in any given month by any Players who the Company, in its sole discretion, determine to be "High Rollers" will be carried forward and offset against future commissionable revenue generated by Players referred by the Affiliate until such negative commissionable revenue is cleared. The determination of the criteria to categorize a Player as "High Roller" shall be in the Company's sole discretion, and the Company's sole responsibility in this regard shall be to advise the Affiliate of the categorisation of any Players referred by the Affiliate as the same by way of amendment to these terms and conditions. Current criteria for determining the High Roller policy are:
7.7.1. if in any given month a player generates negative commissionable revenue of at least €5,000, and the aggregate commissionable revenue in that month (for the casino) for that Affiliate is negative, then such Player shall be deemed to be a High Roller;
7.7.2. if both of the above criteria are met (7.6.1) then the negative commissionable revenue generated by the High Roller will be carried forward and offset against future commissionable revenue generated by that High Roller;
7.7.3. the negative balance carried forward cannot be set-off against other players' positive commissionable revenue;
7.7.4. the negative balance carried forward cannot be greater than the total aggregate negative commissionable revenue for the affiliate, for that month;
7.7.5. if there is more than one High Roller, the negative balance carried forward will be split proportionally between them;
7.7.6. The negative balance of a High Roller will be reduced by future positive commissionable revenue that they generate in subsequent months;
7.8 In case of overpayment, the Company reserves, without prejudice to any other rights, the right to request that the Affiliate refunds the difference, 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.
7.9 In case of underpayment, the Company reserves, without prejudice to any other rights, the right to add the corresponding amount of underpayment to the Affiliate's Commission in the following calendar month.
7.10 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.
7.11 If the Affiliate disagrees with the balance due as reported, it shall notify the Company within thirty (30) days from the date of payment and state the reasons of the disagreement. Failure to notify the Company within the prescribed time limit shall be deemed to be considered as an irrevocable acknowledgment of the balance due for the period indicated.
7.12 The Company may in its sole discretion withhold the payment of any balance to the Affiliate for up to one hundred-and-eighty (180) days if the Company needs to investigate and verify that the relevant transactions comply with the provisions of the Agreement.
7.13 No payment shall be due if the Company has reasons to believe that the traffic generated by the Affiliate is illegal or is in breach of any of the provisions of the Agreement.
7.14 The Affiliate agrees to return all Commissions received based on fraudulent or falsified transactions and indemnify the Company for all costs and losses incurred in relation to such transactions (including, but without limitation, legal fees and costs).
7.15 The Affiliate shall have the sole responsibility to pay any and all taxes, levies, fees, charges and any other money payable or due both locally and abroad (if any) to any tax authority, department or other competent entity as a result of the compensation generated under this Agreement. The Company shall under no circumstances whatsoever be held liable for any such amounts unpaid but found to be due by the Affiliate and the Affiliate shall indemnify the Company in that regard.
7.16 The Affiliate is responsible for ensuring the accuracy of the payment details in its account and/or as specified on its invoices. Any payment(s) made via the payment details listed in the Affiliate Account will be considered as payment made by the Company. Any cost incurred by the Company resulting from incorrect payment details provided by the Affiliate will be deducted from the Commission due to the Affiliate in the next monthly payment cycle in which there is a payment due to the Affiliate.
8.Affiliate Website(s) and the Links
8.1 The Affiliate expressly acknowledges and agrees that the use of the Internet and the Affiliate Program is at the Affiliate's own risk. The Company makes no guarantee in relation to the accessibility of the Website(s) at any particular time or any particular location. The Company shall in no event be liable to the Affiliate or anyone else for any inaccuracy, error or omission in, or loss, injury or damage caused in whole or in part by failures, delays or interruptions of, the Website(s) or the Affiliate Program.
8.2 During the term of this Agreement, the Links shall be prominently displayed on the Affiliate Website(s) in accordance with what is agreed between the Company and the Affiliate.
8.3 The Company has the right to monitor the Affiliate Website(s) in order to ensure the Affiliate's compliance with the terms and conditions of this Agreement and the Affiliate shall provide the Company with all data reasonably requested in order to perform such monitoring.
8.4 The Affiliate shall 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 the Company and its group companies or which include the word "PlayFrank" or variations thereof. The Affiliate shall not create any applications or Internet pages falsely representing PlayFrank in any way, shape or form on any social media channels (including, but not limited to, Facebook, Google +, Twitter etc.).
8.5 The Affiliate Website shall have at least an opt-in facility for the Customers to subscribe to the receipt of Advertising Material from the Affiliate via SMS or email. This is preferably done on a double opt-in basis. Should this facility be missing from the Affiliate's end, any Advertising Material sent to the Customers would be considered as spam. In the event that PlayFrank receives any complaints from Customers about spam, the Affiliate may be required by the Company to provide proof that the opt-in function has been provided to the Customer. Without prejudice, the Company reserves the right to freeze the Affiliate's account as provided under article 6.2(g) of this agreement.
8.6 Advertising Material sent to Customers by the Affiliate shall always contain an unsubscribe facility whereby the Customers can opt to stop receiving Advertising Material from the Affiliate.
8.7 The Affiliate shall ensure that any marketing communication sent to customers, shall only be received by individuals who are of legal age in the jurisdiction where they reside.
9. Term and Termination
9.1 This Agreement may be terminated by either Party by giving thirty (30) days written (by email) notice to the other Party, provided that this Agreement shall be automatically terminated in the event that PlayFrank is precluded from offering the online gaming services to customers through the PlayFrank Website.
9.2 The Company may terminate this Agreement immediately by written notice if the Affiliate commits a breach of its material obligations under this Agreement;
9.3 This Agreement may also be terminated if either 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.
9.4 The terms of this Agreement shall no longer be considered applicable in the event the Company is obliged to leave a market due to market condition changes, legal and/or regulatory changes. In such cases, the existing customer accounts opened within that market can be closed.
9.5.1 The Company recognizes that the Affiliate may wish to sell its business to a third party. The Company requires an Affiliate to recognize and respect that the personal qualities, probity and background of Affiliates is vital to The Company's decision to accept a person as an Affiliate of the Affiliate program and for this reason If an Affiliate wishes to sell or otherwise dispose of the shares or assets of its business to a third party (or conclude any transaction of a similar nature with a third party that will result in an effective change in control of its business) the Affiliate shall be required, prior to completing the sale, disposal or transfer, to:
(a) Give The Company no less than 10 (ten) days prior written notice of such intention, concurrently provide such details as The Company may request which shall include, but not be limited to, the selling Affiliate's user name and full details of the intended purchaser (including their banking details and, if they are already an Affiliate of the Affiliate program, their affiliate ID) and furnish The Company with an irrevocable consent and authority to pay the selling affiliates commission, after the sale is completed, to the purchaser.
(b) Make the deed of sale subject to the suspense condition that The Company approve such buyer as an Affiliate of the Affiliate Programand that such intended purchaser shall, subject to The Company consent (at The Company's sole discretion) join the Affiliate program.
(c) If the Company rejects the intended buyer as an Affiliate of the Affiliate program and the selling Affiliate nevertheless decides to proceed with the sale, The Company shall terminate this agreement insofar as it relates to the selling Affiliate, the business sold and/ or the purchaser.
9.5.2 Furthermore, if the Company rejects the intended buyer as an Affiliate of the Affiliate program and the selling Affiliate nevertheless decides to proceed with the sale, The Company shall terminate this agreement insofar as it relates to the selling Affiliate, the business sold and/ or the purchaser.
9.6. For any and all termination notices, delivery via e-mail is considered a written and immediate form of notification.
9.7 The Parties hereby agree that on termination of this Agreement:
(a) the Affiliate shall promptly remove all references to the PlayFrank website from the Affiliate Website(s) and communications, irrespective of whether the communications are commercial or otherwise;
(b) all rights granted to the Affiliate under this Agreement shall immediately terminate and the Affiliate shall cease the use of any and all trademarks, service marks, logos and other designations vested in the Company and the PlayFrank Website;
(c) the Affiliate will not be eligible to earn or receive Commissions after the effective termination date;
(d) the Affiliate will only be entitled to such Commission that is earned but unpaid as of the effective termination date of this Agreement; however provided that the Company may withhold the Affiliate's final payment for a reasonable time to ensure that the correct amount is paid;
(e) if this Agreement is terminated by the Company due to the Affiliate's breach of any terms and conditions of this Agreement, the Company shall be entitled to withhold the Affiliate's earned but unpaid Commissions as of the termination date as collateral for any claim arising from such breach;
(f) the Affiliate must return to the Company any and all Confidential Information (and all copies and derivations thereof) in the Affiliate's possession, custody and control; and
(g) the Affiliate will release the Company from all obligations and liabilities occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination. Termination will not relieve the Affiliate from any liability arising from any breach of this Agreement, which occurred prior to termination and/or to any liability arising from any breach in relation to Confidential Information even if the breach arises at a time following the termination of this Agreement.
10.Liabilities and Indemnification
10.1 The Company shall not be liable (in contract, tort, for breach of statutory duty or in any other way) for:
(a) any economic losses, including but without limitation, loss of profits, revenues, business, contracts or anticipated savings);
(b) any indirect or consequential losses; or
(c) any loss of goodwill or reputation.
10.2 The Affiliate agrees to defend, indemnify and hold the Company and its group companies/affiliates, successors, officers, employees, agents, directors, shareholders and attorneys, free and harmless from and against any and all losses, demands, claims, damages, costs, expenses (including without limitation consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, related to or arising from:
(a) any breach of Affiliate's representations, warranties or obligations under this Agreement;
(b) Affiliate's use (or misuse) of the marketing material and the Company's and/or its group companies' Intellectual Property Rights;
(c) all conduct and activities occurring under Affiliate's user ID and password;
(d) any defamatory, libelous or illegal material contained on the Affiliate Website(s) or Affiliate's information and data;
(e) any claim or contention that the Affiliate Website(s) or the Affiliate's information and data infringes any third party's patent, copyright, trademark, or other intellectual property rights or violates any third party's rights of privacy or publicity;
(f) third party access or use of the Affiliate Website(s) or the Affiliate's information and data;
(g) any claim related to Affiliate Website(s) or the Links; and) any violation of this Agreement or any applicable laws.
(h) any violation of this Agreement or any applicable laws by the Affiliate or any of its Sub-Affiliate.
10.3 The Company and its group companies reserves the rights to participate, at its own expense, in the defence of any matter or claim in relation to the above.
11.1 All Information shall be treated as confidential. The Affiliate shall use the Confidential Information only for the purposes necessary to further the commitments of this Agreement. For avoidance of doubt, the Affiliate must not use the Confidential Information for any own commercial purpose or any other purpose other than those in this Agreement.
11.2 The Affiliate agrees to avoid disclosure or unauthorized use of the Confidential Information to third persons or outside parties unless with the Company's prior written consent.
11.3 The Affiliate shall only use customer data provided by the Company. Any Confidential Information (including but limited to contact numbers and residential addresses) provided by customers to third parties shall not be used by the Affiliate to provide the Services to the Company under this Agreement.
11.4 Article 11 shall survive the termination of this Agreement.
12.1 Nothing contained in this Agreement will grant either Party any right, title to or interest in the Intellectual Property Rights of the other Party. For the avoidance of doubt, nothing in this Agreement shall constitute any license, assignment, transfer or any other right to any Intellectual Property Rights.
12.2 All Intellectual Property Rights created and/or deriving from this Agreement, (including, but without limitation, advertising materials, databases and personal data) shall be and become the sole property of the Company without any rights to the Affiliate.
12.3 At no time during or after the term of this Agreement shall a Party attempt, challenge, assist or allow others to challenge or to register or attempt to register the Intellectual Property Rights or any rights similar to the Intellectual Property Rights of the other Party or of any group companies of the other Party.
12.4 PlayFrank hereby grants the Affiliate a non-exclusive royalty free licence to use its Intellectual Property Rights in accordance with the terms and conditions of this Agreement. This licence shall terminate simultaneously with the termination of the Agreement.
13.Relationship of the Parties
13.1 Nothing contained in this Agreement, nor any action taken by any Party to this Agreement, shall be deemed to constitute either Party (or any of such Party's employees, agents, or representatives) as an employee, agent or legal representative of the other Party, nor to create any partnership, joint venture, association or syndication among or between the Parties, nor to confer on either Party any express or implied right, power or authority to enter into any agreement, commitment or to impose any obligation on behalf of the other Party.
14. Personal information
15.1 In case of any discrepancy between the meanings of the English version of this Agreement and any non-English translation of this Agreement, the English version shall prevail.
15.2 Should one of the contractual provisions in this Agreement be or become invalid or unenforceable, such provision will be replaced by one which shall come as close as possible to the commercial purpose of the void provision. All other provisions of this Agreement shall continue in full force and effect.
15.3 No waiver in relation to this Agreement will be implied from conduct or failure to enforce any rights and all waivers must be in writing to be effective.
15.4 Any notice given or made under this Agreement to the Company shall be sent by email to and marked for the attention of the Affiliate Manager of the PlayFrank Website unless otherwise notified by the Company. The Company shall send all notices by email to the email address supplied by the Affiliate in the Affiliate Application.
15.5 The Affiliate may not assign this Agreement or any rights hereunder, by operation of law or otherwise, without the prior written consent of the Company. The Company may assign this Agreement and all its rights hereunder to any group company or third party without obtaining the prior consent of the affiliate.
15.6 The Company's failure to enforce the Affiliate's adherence to all terms outlined in the Agreement shall not be construed to constitute a waiver of the right to enforce such right.
15.7 The Company and the Affiliate will work in close cooperation at all times for the mutual benefit of making the Affiliate Program a successful collaboration.
15.8 Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from a cause beyond its reasonable control, including but not limited to labour disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualty. If such event occurs, the non-performing Party is excused from whatever performance is prevented by the event to the extent prevented provided that if the force majeure event subsists for a period exceeding thirty (30) days then either Party may terminate this Agreement with immediate effect by providing a written notice.
15.9 Unless otherwise expressly agreed, this Agreement shall constitute the entire agreement and understanding superseding any agreement between the Parties. In case of conflict between this Agreement and any other Agreements entered into between the Company and the Affiliate, the contents of this Agreement shall prevail. Each Party acknowledges and agrees that by entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person (whether Party in this Agreement or not) other than as expressly set out in this Agreement. Nothing in this article shall operate to limit or exclude any liability for fraud.
16.1 The Company reserves the right to, at any time and at its sole discretion, with or without giving any prior notice to the Affiliate, amend, alter, delete or add any of the provisions of this Agreement. When possible, a notice of the amendments will be sent to the Affiliate's registered email address and such notice will be deemed to be served once sent by the Company. The Affiliate's continuing participation in the Affiliate Program after any amendments or modifications have been made public will be deemed as the Affiliate's acceptance of the new terms and conditions. Should the Affiliate disagree to the changes, the Affiliate is required to terminate this Agreement in accordance with the terms within this agreement.
16.2 It shall be the sole responsibility of the Affiliate to keep updated with the latest version of this Agreement.
17Governing Law & Jurisdictions
The validity, construction and performance of this Agreement and any claim, dispute or matter arising under or in connection to this Agreement or its enforceability shall be governed and construed in accordance with the laws of Malta. Each Party irrevocably submits to the Malta Arbitration Centre, Malta, over any claim, dispute or matter under or in connection with this Agreement and/or its enforceability.
18. Standard Commission Structures
Casino Commission Structure calculated on a monthly basis:
|0 - 5
|25% of Net Revenue
|6 - 15
|30% of Net Revenue
|16 - 35
|35% of Net Revenue
|40% of Net Revenue