AFFILIATE TERMS & CONDITIONS
By completing and submitting the application form found on the William Hill Affiliates website which the Affiliate can locate by clicking?here, the Affiliate acknowledges that it has read this Agreement and agrees to be bound by its terms and conditions.
This agreement is made between you (the Affiliate) and the respective WH Party (as WH Party is defined below).
2.APPOINTMENT AND PROPRIETARY RIGHTS
2.1The parties hereby agree that this Agreement will become binding on each of them at the point Affiliate is Approved to be a participant in the WHAP.
2.2The Affiliate acknowledges and agrees that it is not: an employee, agent or subcontractor of William Hill or any company in the same group of companies as William Hill and is not connected in any way to a person or company which meets this definition (each a Connected Party). Should Affiliate become a Connected Party at any time during the Term, it shall immediately notify William Hill and this Agreement will terminate. The Affiliate acknowledges and agrees that it may not be a Connected Party and a participant in the WHAP.
2.3The Affiliate acknowledges that William Hill is:
a)licensed by the Gambling Commission, and accordingly is bound by licence conditions and codes of practice whose aim is to fulfil the Licensing Objectives; and
b)subject to the requirements of the Applicable Regulations.2.4By joining the WHAP the Affiliate hereby agrees, warrants and represents that it will, at all times:
a)have due regard for, and act at all times in a manner consistent with, the Licensing Objectives, as though it were a licensee of the Gambling Commission itself, and agrees to demonstrate its consideration of, and adherence to, the Licensing Objectives in all of its activities as an Affiliate;
b)comply with all Applicable Regulations, in the jurisdiction that it is operating from and any other jurisdiction to which it directs or makes available the Approved Content;
c)observe and comply with all lawful directions and instructions issued by the respective WH Party;
d)not prejudice, or otherwise interfere with, the respective WH Party's compliance with any Applicable Regulations; and
e)provide such information to the respective WH Party, or any third party, as the respective WH Party may request from time to time (including to enable the respective WH Party to comply with its obligations to the Gambling Commission).
3LICENCE TO USE THE APPROVED CONTENT
3.1Once Affiliate has been Approved, the respective WH Party will, as applicable, either (i) grant to the Affiliate or (ii) procure the grant from William Hill to the Affiliate of, a non-exclusive, revocable, non-transferable licence during the Term to use: (i) the Affiliate Tracker; and (ii) any of the Approved Content solely for the Approved Purpose, throughout the Territory and in accordance with this Agreement (Licence). The Licence will terminate automatically upon the termination of this Agreement for any reason.
3.2Affiliate acknowledges that William Hill may operate additional affiliate programmes in connection with the Sites or any other sites, and (unless otherwise agreed in writing), the Affiliate will have no right in connection with such other programmes.
3.3The Affiliate acknowledges and agrees that: (i) as between the Affiliate and the respective WH Party, the respective WH Party is the sole and exclusive owner of the WH IPR; (ii) the respective WH Party is entitled to use the same in any way or manner at its sole discretion; and (iii) it has no rights in and to the WH IPR other than as expressly provided for in this Agreement.
3.4The Affiliate acknowledges and agrees that all data relating to the WH Customers shall be and remain, as between the Affiliate and the respective WH Party, the respective WH Party's exclusive property.
3.5The Affiliate shall immediately cease to use all WH IPR including without limitation the Licensed Marks upon being notified to do so by William Hill (either by electronic or written notification) or on any termination of this Agreement.
Commercial Use Only
3.6The Licence granted to Affiliate, and the right to receive Affiliate Remuneration is in respect of genuine commercial use only. The Affiliate, its family members, friends or associates may not make Deposits, directly or indirectly, via any Affiliate Tracker or links contained within the Approved Content.
3.7If the Affiliate wishes to make test transactions to evaluate the system (including Deposits), it should email@example.com the respective WH Party can refund the charges once the Affiliate has completed its testing.
4PROMOTION AND LINK TO SITES
4.1By joining the WHAP the Affiliate agrees to market, promote and refer potential WH Customers to the Sites, by displaying and sharing Approved Content.
4.2The Affiliate will be solely liable for the content and manner of its marketing and promotional activities.
4.3In the event William Hill amends any Affiliate Tracker, or any other URL embedded within any Approved Content (New Content) it shall notify Affiliate. Affiliate shall immediately upon such notification: (i) remove any previous and/or outdated content from its site; and (ii) ensure it uses only the New Content in the future.
5THE AFFILIATE'S RIGHTS AND OBLIGATIONS
5.2The Affiliate shall ensure that all marketing, advertising and promotions targeted at potential WH Customers in the United Kingdom or otherwise subject to regulation by the Gambling Commission shall include the wording set out at 5.2a) to 5.2c) below:
b)18 + only; and
Where the Affiliate targets potential WH Customers in Italy, the Affiliate shall: (a) ensure that it complies at all times with the applicable laws and regulations applicable to Affiliate, and in force in Italy from time to time; and (b) comply with the specific guidelines here.
Use of Approved Content
5.3The Affiliate shall use only the Approved Content to promote or direct potential WH Customers to the Sites. The Affiliate shall not use any other content, images, logos, banners or links to promote or direct potential WH Customers to the Sites.
5.4The Affiliate shall not, without the prior written consent of William Hill (such consent to be given or withheld in William Hill's sole discretion) alter: the appearance, design, layout, graphics or content of the Approved Content.
5.5The Affiliate shall not alter the appearance, design or content of any Approved Content, or complete any action that will have the effect of: (i) altering or removing any KQC or other promotional terms and conditions included by William Hill in or on any Approved Content; or (ii) affecting the means by which a potential WH Customer may access such KQC or other promotional terms and conditions from the Approved Content, including the expectation that such KQC or promotional terms and conditions must be accessible within a single 'click' (or technological equivalent location in non-browser based platforms and technologies such as mobile phone applications) by potential WH Customers.
5.6Participation as an Affiliate in the WHAP is only permitted if the proposed Affiliate is the older of: (i) the legal age for gambling in the proposed Affiliate's jurisdiction; or (ii) eighteen (18) years of age.
5.7The Affiliate must provide appropriate evidence of his/her age. William Hill shall determine in its sole discretion whether or not any evidence provided is appropriate and sufficient to determine the Affiliate's age.
5.8The Affiliate acknowledges and agrees that: (i) s/he will not be entitled to participate in the WHAP; and (ii) the Affiliate's account may be suspended until satisfactory proof of age is received by William Hill.
5.9The Affiliate will not, nor will it allow, assist or encourage others to, market and/or promote the WHAP, any Approved Content or any of the Sites, directly or indirectly, to persons that are not: (i) eighteen (18) years of age; or (ii) the legal age for gambling in the jurisdiction the Affiliate is targeting and/or operating within.
5.10Under no circumstances shall the Affiliate:
a)market or promote any Site; or share or publish any Approved Content, within or to persons from any Excluded Territories; or
b)allow, assist or encourage circumvention of any restriction put in place by William Hill and/or any Site in connection with Excluded Territories.
5.11The Affiliate will not engage in, allow, assist, promote, encourage or benefit from, directly or indirectly:
a)any act that involves Fraud;
b)?the use of spam;
c)any act that alters, affects, redirects or in any way interferes with the operation or accessibility of the Sites or any page thereof;
d)any act that results, or could result, in the interception or redirection (including via user-installed software) of traffic from or on any online website or other place that participates in the WHAP; or
e)any activity that in William Hill's reasonable opinion would be deemed unsuitable, fraudulent, erroneous, misrepresentative or inappropriate.
5.12The Affiliate will act at all times to refrain from, immediately stop and not allow any act or traffic that involves Fraud or that it believes or should reasonably believe to potentially involve Fraud, or any act or traffic that William Hill informs the Affiliate is suspected by it, at its discretion, to involve or potentially involve Fraud.
5.13In the event that William Hill suspects Affiliate Fraud it reserves the right to place restrictions on the Affiliate's account including but not limited to suspending the Affiliate's account and retaining all sums within the account as well as commencing a full investigation. The Affiliate hereby gives William Hill its authorisation to inform the appropriate authorities or third parties of such an incident and only once William Hill is satisfied that the matter is resolved shall it remove any restrictions on the Affiliate's account.
5.14William Hill does not allow any form of rake-backs in the WHAP. The Affiliate will not offer any rake-back or so-called rake-back schemes whatsoever, or any similar schemes that offer or allow a portion of the WH Customer's rake to be returned to the WH Customer in any form. The Affiliate must not advertise or be engaged with any site that offers rake-backs. William Hill reserves the right to withhold any amounts due to the Affiliate if it believes the Affiliate was involved in any rake-back activity.
Sole responsibility for the Affiliate's Site
5.15The Affiliate will be solely responsible for the operation and content of its sites, and shall ensure that materials posted on its site or any third party site (including any of the search terms and/or key words linked to such content): (i) are not libellous, obscene, sexually explicit, violent or illegal; (ii) do not provide unauthorised access to copyrighted content; (iii) do not otherwise actually or potentially infringe any rights of William Hill and/or any other third party; (iv) are original and owned by or licensed to the Affiliate, and that the look and feel of the Affiliate's site does not resemble any of the Sites; (v) negatively match against any potentially harmful search terms including (but not limited to) those likely to be used by persons attempting to stop or reduce their gambling, for example gambling exclusion block gambling account stop gambling etc. and (vi) are not otherwise deemed, at William Hill's sole discretion, unsuitable.
5.16The Affiliate will remove such content immediately upon William Hill notifying the Affiliate that any content is in breach of the above provisions. If Affiliate is unable or unwilling to remove such content, then this Agreement will terminate with immediate effect and the Affiliate shall immediately cease its use of any Approved Content.
5.17The Affiliate shall not contest the validity, enforceability or ownership of the Licensed Marks, in any action or proceeding of whatever nature, and shall not take any action that may prejudice William Hill, the WH IPR, the WHAP or any of the Sites, or diminish William Hill's goodwill and/or reputation, or the goodwill in the WH IPR.
5.18The Affiliate shall not register or attempt to register any logo, trade mark, trade name, insignia, design, domain name or social media account that: (i) contain any element of WH IPR, or (ii) are confusingly similar to any WH IPR.In the event that the Affiliate registers any domain name or social media account in breach of this clause 5.18, it will, on demand by William Hill, immediately (i) cease its use of any such domain name or account; and (ii) transfer, at its own cost and expense, any such domain name or account to William Hill (or to a third party nominated by William Hill).
5.19The Affiliate shall not place, purchase or register pre-click bids, keywords, search terms or any other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service which are identical, are similar or otherwise resemble any WH IPR. This includes, and is not limited to, any words containing, or derived from, such WH IPR and any typo errors or phonetics of the same.
5.20The Affiliate will not make any claims, representations or warranties in connection with the respective WH Party or any of the Sites. The Affiliate is not authorised to make any commitment or assume any liability or obligation on the respective WH Party's behalf or on behalf of any of the Sites.
5.21The Affiliate acknowledges and agrees that in the event that the Affiliate is found to be in breach of any of clauses 5.1 to 5.20above, the respective WH Party reserves the right to suspend the Affiliate's account and/or withhold payment of all monies due to the Affiliate until it is satisfied that the matter is resolved and that the Affiliate is no longer in breach. If the respective WH Party cannot satisfy itself within that any such breach has been resolved, it reserves the right to treat all payments or amounts due to the Affiliate as forfeited and to immediately terminate the Agreement.
6.1In accordance with William Hill's policy of prohibiting and actively preventing money laundering and any activity that facilitates money laundering or the funding of terrorist or criminal activities, William Hill will thoroughly verify the Affiliate's identity. Such verification may be undertaken through the information provided by the Affiliate and by obtaining information from public sources and data.
6.2Should William Hill be unable to adequately satisfy itself of the Affiliate's identity, the Affiliate may not participate in the WHAP and this Agreement will terminate. In such eventuality, William Hill shall not be obliged to provide the Affiliate with any information as regards the reasons for such failure to identify the Affiliate.
6.3The Affiliate agrees that the respective WH Party may use any personal information provided by the Affiliate for the purposes of verifying its identity in accordance with clause 6.
6.4The Affiliate agrees to promptly provide the respective WH Party with any supporting documents requested by the respective WH Party. The Affiliate is aware that the respective WH Party has the right to delay and/or withhold payments if supporting documents are not provided. Supporting documents may include original and/or copies of any or all of the following:
a)For individuals: valid passport; valid driving licence; recent utility bill; letter of reference from the Affiliate's bank; copies of recent bank statements.
b)For a company, supporting documentation may include: certificate of incorporation; articles of association (or equivalent document); duly approved corporate resolution; a certificate of good standing; power of attorney; information regarding the identity of the beneficial owner of the company and the identity of the directors of the company.
7WILLIAM HILL'S RIGHTS AND OBLIGATIONS
Registering and Tracking WH Customers
7.1William Hill will register the WH Customers and track their play, and will calculate the Affiliate Remuneration accordingly. William Hill may use the Affiliate Tracker and/or cookies to conduct such tracking.
7.2William Hill reserves the right to refuse new WH Customers or to close the accounts of existing WH Customers. Such actions will be at William Hill's sole discretion in order to comply with any Applicable Regulation or, without limitation, in the event of actual or suspected Customer Fraud, unlawful activity, breach of the respective Site's terms and conditions of use, or otherwise.
7.3William Hill may, from time to time, appoint third parties as designated parties whose websites shall be included, for the purposes of this Agreement, as Sites.
7.4Payments. The respective WH Party will pay the Affiliate Remuneration in accordance with the applicable reward plan.
7.5Reports. William Hill will provide the Affiliate with remote online access to reports regarding WH Customer activity and the Affiliate Remuneration'generated (if applicable). The form, content and frequency of the reports will be subject to change at William Hill's discretion. William Hill will not be liable for the completeness or accuracy of any reports.
7.6Recording Calls. All telephone conversations between the Affiliate and any of William Hill's staff may be recorded, and the Affiliate hereby consents to such recording. Any recordings will be treated in the strictest confidence and the content may be used by William Hill in the event of a misunderstanding, dispute, or for training purposes.
8.1The mechanism for calculating the Affiliate Remuneration will be agreed in writing between the parties (for which email shall suffice). In the event no such written agreement is reached between the parties, the Affiliate Remuneration shall be calculated in accordance with the WHAP Remuneration Table.
8.2For the avoidance of doubt, where no there is no revenue payable or received by WH in respect of any WH Customer transaction, no Affiliate Remuneration shall be payable. Equally, if in any calendar month the total of all bets generated (i.e. monies deposited by WH Customers) via the Affiliate's Trackers is less than the total sum of all winnings and bonuses generated on the Affiliate's Trackers, then such negative balance will be set-off against future payments due to the Affiliate until the full negative balance is set-off. For the avoidance of doubt, this also includes any Affiliates entitled to receive a combination of CPA and Revenue Reward: in that instance, the total Affiliate Remuneration payable will be the net total (i.e. any negative Revenue Reward will be offset against any CPAs, for example).
Dormant / inactive accounts
8.3At any time where three (3) calendar months have passed without the Affiliate directing at least four WH Customers to the Sites, the respective WH Party shall be entitled, in its discretion to: (i) suspend the Affiliate's account; and/or (ii) reduce the rate of the Affiliate Remuneration. Such reduction may be notified to the Affiliate or may be published within the WHAP Remuneration Table.
8.4If the Affiliate account is unused for withdrawals, or is otherwise inactive (such inactivity may include, for example, the Affiliate not logging into his/her account), for a period of at least six (6) months, it will be deemed an Inactive Account. The respective WH Party shall notify the Affiliate that its account is an Inactive Account and that the Inactive Account Fee will be deducted if the Affiliate does not reactivate its account (Inactive Account Notice).
8.5In the event an Inactive Account Notice is sent to the Affiliate, the respective WH Party shall be entitled to retain fifty percent (50%) of the total balance remaining on the Inactive Account (Inactive Account Fee) after fourteen (14) days have elapsed from the date of such Inactive Account Notice. Should the Affiliate subsequently fail to withdraw the remaining balance from his/her account, the respective WH Party shall be entitled, upon expiry of forty five (45) days from the date of the Inactive Account Notice, to retain the remainder of the balance on such Inactive Account without further notice to the Affiliate. Following such retention, the Affiliate's account will be closed and this Agreement will be terminated.
Change of Affiliate Remuneration
8.6The parties acknowledge and agree that William Hill shall be entitled to change the WHAP Remuneration Table at any time, upon notice to the Affiliate. Any such change (including a corresponding reduction in the Affiliate Remuneration) will take effect from the date such notice is sent to the Affiliate (including notices sent by email or via the WHAP newsletter).
8.7The Affiliate shall ensure that the payment and/or bank account details in its account are accurate, complete and up to date. Affiliate shall promptly update its account details in the event its payment or contact information changes.
8.8At the start of every calendar month, the respective WH Party will make available to the Affiliate in his/her account a statement showing any balance due to the Affiliate in respect of the previous calendar month (Statement). All calculations in connection with the Statement (and the corresponding Affiliate Remuneration) will be made by the respective WH Party (based on systems' data and records), and its calculations will be final and binding.
8.9As part of the monthly payments process, the respective WH Party will carry out a data reconciliation process to ensure data accuracy and correct billing for the previous month. This process may include, without limitation, a) the detection of Fraud (with any connected payments excluded from the Affiliate's Remuneration); and b) failed transactions attributed to the Affiliate's account.The respective WH Party shall begin the reconciliation process at the start of every calendar month.
8.10The Statement will be deemed to have been accepted and agreed by the Affiliate if the respective WH Party does not receive any comments as to the accuracy of the Statement within two (2) weeks of making the Statement available to the Affiliate.
8.11The respective WH Party will pay the Affiliate Remuneration in accordance with each Statement within thirty (30) days of the calendar month to which the Statement relates. Payment shall be made in the Affiliate’s chosen currency and payment method (where available), provided the amount payable to the Affiliate is not less than (a) US$5 (five US Dollars) (or equivalent amount in the relevant currency), where the Affiliate is using any e-payment system made available by the respective WH Party and operational in the Affiliate’s respective jurisdiction (it being the Affiliate’s responsibility to check that such e-payment system is effective in the Affiliate’s location in advance), and including but not limited to: Ecopayz, Skrill, PayPal, Neteller or such other e-payment systems from time to time; and/or (b) not less than £200/€200 (in your relevant currency) where the Affiliate is paid by wire transfer (Affiliate acknowledges and agrees that wire transfers will only be made in Pounds Sterling or US Dollars) (respectively the “Monthly Minimum”).
8.12If the Monthly Minimum is not achieved by the Affiliate in a particular calendar month, the respective WH Party will be entitled to withhold payment and carry the amount due to the Affiliate to the next calendar month and so on, until the Monthly Minimum is reached. All payments will be due and paid in the Affiliate's selected currency, or in any other currency at the respective WH Party's discretion.
8.13The respective WH Party will transfer funds only to the designated account detailed on the Affiliate's application form. It is the Affiliate's responsibility to ensure that such designated account is not restricted from receiving funds from the respective WH Party. Third party wire transfers are prohibited by the respective WH Party. In the event the Affiliate, and/or the Affiliate's designated bank account, is located within the United States of America (or any other non-UK jurisdiction as notified by the respective WH Party to the Affiliate from time to time), Affiliate must comply with additional requirements in order to receive payment; such requirements to be notified by the respective WH Party to the Affiliate from time to time.
Taxes and charges
8.14The Affiliate is fully responsible for all taxes, fees and other costs incidental to and arising from any payments made to it under this Agreement. The Affiliate hereby indemnifies and agrees to immediately reimburse the respective WH Party for any costs, expenses or losses that may be caused to, or suffered by the respective WH Party, as a result of any claim or demand made by any governmental or other authority, with regard to tax withholding obligations or similar obligations to which the respective WH Party may be subject in connection with making payments to the Affiliate. The respective WH Party will be entitled to withhold or set-off any such amounts from any payments made to the Affiliate.
8.15In the event that, for whatever reason (including but not limited to incorrect details being provided by the Affiliate), the respective WH Party is charged by either its own, or the Affiliate's bank for paying, or attempting to pay the Affiliate Remuneration (Bank Charges), Affiliate hereby indemnifies the respective WH Party against and all such Bank Charges. the respective WH Party shall be entitled to set-off Bank Charges against future Affiliate Remuneration owing to the Affiliate and/or shall request immediate repayment of such Bank Charges from the Affiliate.
Right to withhold and set-off amounts
8.16The respective WH Party shall be entitled to withhold any amounts due and payable to the Affiliate under this Agreement, including if William Hill, in its sole discretion, believes:
a)that any Affiliate Fraud has taken place;
b)that any Affiliate Fraud is contemplated by or involving the Affiliate; and
c)that any Customer Fraud has taken place.
8.17Further, the respective WH Party shall be entitled to set-off from future amounts payable to the Affiliate, any amounts already received by the Affiliate which the respective WH Party believes have been generated by Fraud.
9.1During the Affiliate's participation in the WHAP, the respective WH Party may disclose to the Affiliate or the Affiliate might otherwise obtain certain information which is either marked as or by its nature is confidential and proprietary to the respective WH Party (herein referred to as "Confidential Information").
9.2The Affiliate shall keep all such Confidential Information in strict confidence and not use any part of it, directly or indirectly, for any purpose other than the Approved Purpose.
9.3Confidential Information shall not include any information that is generally known or available to the public, or information required to be disclosed by applicable law or any legal agency having jurisdiction over the Affiliate (in which case the Affiliate will give the respective WH Party immediate notice of such requirement).
10TERM AND TERMINATION
10.1This Agreement will come into force when the Affiliate's application to join the WHAP is approved by William Hill, and shall continue in force unless and until either the Affiliate or the respective WH Party 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 (Term).
10.2Notwithstanding the provisions of clause 10.1 above, and in addition to its other termination rights set out in this Agreement, the respective WH Party may immediately terminate this Agreement if it determines, at its sole discretion:
a)that the Affiliate is engaged in, or is suspected of being engaged in, Affiliate Fraud;
b)that any WH Customers are engaged in, or are suspected of being engaged in, Customer Fraud;
c)that it has doubts in respect of the Affiliate's true identity;
d)that the Affiliate is or has been unable to provide William Hill with appropriate identification to effectively verify the Affiliate's identity;
e)that the Affiliate, or any of the Affiliate's activities pose a risk to the integrity of the WHAP;
f)that the Affiliate's site is aimed at people younger than: (i) the age of eighteen (18); or (ii) the minimum age to participate in gambling activities in the respective jurisdiction;
g)that the Affiliate's site is aimed at customers in or operates within the Excluded Territories;
h)that the Affiliate's site promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; or includes content which is libellous, obscene, sexually explicit or violent; or promotes any unlawful activities; or at William Hill's discretion is deemed unsuitable or inappropriate;
i)that the Affiliate or the Affiliate's site violates any WH IPR or the intellectual property rights of any third party;
j)that the Affiliate's site is in breach of any Applicable Regulation;
k)that the Affiliate has failed to comply with clause 2.4;
l)that the Affiliate's activity is deemed by William Hill to prejudice William Hill's compliance with any Applicable Regulations; or
Results of Termination
10.3Following the termination of this Agreement for any reason, all rights and licences granted to the Affiliate in this Agreement shall immediately terminate. The Affiliate shall not be entitled to any additional Affiliate Remuneration post-termination. Further, the Affiliate must immediately:
a)remove any and all of Approved Content from its site;
b)disable any links from its site to any Site; and
c)stop any activity promoting and/or creating an association with or to the WHAP, William Hill or the Sites.
10.4The respective WH Party 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 from Affiliate. the respective WH Party will be entitled to deduct from any payments due and payable to the Affiliate, any such debts and liabilities it is owed, if any.
10.5Any continued access and use by WH Customers of any of the Sites following the termination of this Agreement shall not constitute a continuation or renewal of this Agreement or a waiver of its termination. For the avoidance of doubt, no additional payments will be due from the respective WH Party to the Affiliate in relation to the same.
10.6The following clauses shall survive termination of this Agreement for any reason: 2.4, 8.4, 10.3, 10.4, 11, 12, 13, 15, and 20.
Without derogating from, and in addition to, any of the Affiliate's other representations, warranties, covenants and obligations contained in this Agreement, the Affiliate hereby represents and warrants to the respective WH Party the following:
a)the execution, delivery and performance by the Affiliate of this Agreement and the completion by the Affiliate of the transactions contemplated hereby will not conflict with or violate any provision of law, rule, regulation or agreement to which the Affiliate is subject to;
b)the Affiliate is not under the age of either (i) eighteen (18), or (ii) the age at which gambling activities are legal under the law of the jurisdiction that applies to the Affiliate, whichever is greater;
c)the Affiliate is not a resident of any of the Excluded Territories;
d)the Affiliate is not involved in or does not intend to be involved in or is not aware of any act or traffic that involves its site and that constitutes or can be reasonably expected to constitute fraud or illegal activity under any applicable law, rule or regulation, including but not limited to money laundering;
e)that the Affiliate's will not, in using the Approved Content and in respect of the Affiliate's site, infringe (i) the WH IPR; or (ii) the intellectual property rights of any third party;
f)it will not breach any of clauses 5.1 to 5.20; and
g)it does not find William Hill's services to be offensive, objectionable or unfair in any way.
Without limiting any of the respective WH Party's rights and remedies hereunder or under any Applicable Regulation, the Affiliate hereby agrees to defend and hold the respective WH Party and its shareholders, directors, officers, employees, agents and other representative harmless from, and to immediately indemnify them upon their written demand against, any and all liabilities, losses, damages, costs and expenses, (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) resulting from, arising out of, or in any way connected with:
a)any breach by the Affiliate of any warranty or representation contained in this Agreement;
b)the performance of the Affiliate's duties and obligations under this Agreement;
c)any breach by Affiliate of any Applicable Regulation;
d)any action or omission by or of Affiliate that causes the respective WH Party to be in breach of any Applicable Regulation;
e)any claim or demand by a third party relating to the development, operation, maintenance or content of the Affiliate's website, including (for the avoidance of doubt, but without limitation) the content on it, its domain name, metatag or any adword or other search engine optimisation tool connected to it; and
f)any and all payments that the respective WH Party is required to make to any of the Affiliate's employees in the event that any judgment is imposed on the respective WH Party by a Court or Tribunal stating that an employer-employee relationship existed between the respective WH Party and such Affiliate employees.
13.1The Affiliate accepts sole responsibility for determining whether its participation in the WHAP is legal under any Applicable Regulation. The Affiliate understands that the respective WH Party does not provide it with any legal recommendation or assurance regarding such legality.
13.2The Affiliate acknowledges that s/he should obtain independent legal advice in respect of its participation in the WHAP, and that if the Affiliate has any doubts about its participation in the WHAP or the receipt of any payments from the respective WH Party, the Affiliate should not participate in the WHAP.
14.1except as expressly set forth in this Agreement, the respective WH Party makes no express or implied warranties or representations with respect to the WHAP or to any arrangements contemplated by this Agreement, including without limitation with regard to their functionality, fitness for any particular purpose, suitability, merchantability, legality or non-infringement.
14.2In addition, the respective WH Party makes no representation that the operation of the Sites will be uninterrupted or error-free and it will not be liable for the consequences of any interruptions or errors.
14.3The respective WH Party shall not be liable in any way, nor does it assume any responsibility for or make any representations or warranties with regard to, any of the Sites, their operations, content or any other aspect related thereto.
15.1Any liability of the respective WH Party to the Affiliate arising from this Agreement and the WHAP is limited to direct losses only. The respective WH Party will not, under any circumstances, be liable for indirect, special, or consequential damage or loss of any kind, nor will it be liable for any other losses including, without limitation:
a)loss of business, profits, revenue, contracts or anticipated savings,
b)loss, damage or corruption of any data,
even if it has been advised of the possibility of such damages or losses.
15.2In any event and under any and all circumstances, the respective WH Party's total liability arising with respect to this Agreement and the WHAP will not exceed the lower of: (i) the aggregate of all payments actually paid to the Affiliate under this Agreement over the twelve (12) months preceding the event giving rise to the liability; and (ii) 10,000 (ten thousand pounds).
15.3Nothing in this Agreement shall serve to limit either party's liability to the other for: death or personal injury caused by that party's negligence; or for fraud.
15.4For the avoidance of doubt, in no event shall the respective WH Party be responsible for any dispute or claim between the Affiliate and any (i) Affiliate Customer; or (ii) any other user of the Affiliate's website.
16RELATIONSHIP OF PARTIES
16.1The relationship between the parties to this Agreement is that of independent contractors and nothing contained in this Agreement shall be deemed to create a joint venture, partnership, employment, agency or similar arrangement between the parties.
16.2No party possesses the power or authority to bind the other, or to assume or create any obligation or responsibility, expressed or implied, on behalf of the other, and no party shall represent to anyone that it possesses such power or authority. The Affiliate will not make any statement, whether orally, on its site or otherwise, that could be reasonably construed to contradict the foregoing.
17AMENDMENTS TO AGREEMENT
17.1The respective WH Party 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 William Hill Affiliates Website. Any changes will take effect from the date specified at the head of the updated version of this Agreement (Amendment Date), and Affiliate hereby agrees to be bound by such changes from the Amendment Date. The Affiliate is solely responsible for regularly checking the William Hill Affiliates Website and making itself aware of any such amended versions and changes.
17.2The Affiliate must regularly log in to the William Hill Affiliates Website to review any amended versions of this Agreement.
17.3Any variation of or amendment to this Agreement must, if the variation or amendment is proposed by (i) the respective WH Party, be published on the William Hill Affiliates Website; and (ii) Affiliate, be documented in writing and signed by both parties. None of Affiliate, or the Affiliate or the respective WH Party's employees, officers or agents may orally amend, modify or waive any provision of this Agreement.
17.4If any amendment made pursuant to clause 17.1 is unacceptable to the Affiliate, the Affiliate's only recourse is to terminate this agreement with immediate effect. Affiliate's continued participation in the WHAP following the Amendment Date will constitute a binding acceptance by Affiliate of the amended Agreement, irrespective of whether or not the Affiliate has actually learned of or read the relevant changes.
18.1Affiliate agrees that it shall not send direct promotional or marketing messages to any WH Customer or potential WH Customer via email, post, SMS, or any other means unless it has received William Hill's explicit prior written consent.In no circumstance shall any consent provided by William Hill pursuant to this clause 18.1 include the right for Affiliate to send any such direct marketing messages, or any other content, to Excluded Customers.
18.2In the event that Affiliate has been given written permission by William Hill to engage in direct marketing, the Affiliate shall, prior to sending any such communication, share its database of Affiliate Customers (Affiliate Database) with William Hill (via a secure method as notified by William Hill to the Affiliate from time-to-time). William Hill will use its bespoke software (the"Excluded Customers API") to identify anyone within the Affiliate Database who is an Excluded Customer. William Hill will remove the Excluded Customers from the Affiliate Database before returning the revised Affiliate Database to the Affiliate. William Hill shall use the data within the Affiliate Database solely for the purpose of identifying and removing any Excluded Customers. The removal of the Excluded Customers from the Affiliate Database shall not relieve the Affiliate of any of its obligations under this clause 18.
Data Protection Legislation & WH Customers
19.1For 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.
19.2The Affiliate acknowledges and agrees that it is a controller in respect of personal data of Affiliate Customers.The Affiliate acknowledges and agrees that William Hill shall be a controller in respect of personal data of WH Customers.
19.3In the event of duplication of any data subject's personal data between Affiliate Customers and WH Customers, the Affiliate and the respective WH Party acknowledge and agree that they shall be acting as controllers in common and not joint controllers in respect of the independent processing of such data subject's personal data.
19.4The Affiliate represents, warrants and agrees that, subject always to clause 18.1 and 18.1:
a)it shall always obtain the express and valid consent of Affiliate 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 Affiliate Customers and the consents related to the same shall be independent of, and governed separately from, any marketing consents that the respective WH Party may have in respect of the respective WH Party's own marketing of its own services;
c)all direct marketing sent to Affiliate Customers shall include an opportunity for Affiliate Customers to opt-out of all future direct marketing from Affiliate;
d)it will not send any direct marketing to Affiliate Customers (i) who have not given express consent to receive direct marketing; (ii) who have opted out from such marketing; or (iii) where William Hill has notified Affiliate in writing (pursuant to the Excluded Customers API or otherwise) that such WH Customer must not be contacted;
e)it shall at all times comply with the Data Protection Legislation including, without limitation, ensuring that Affiliate 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; and
f)any communications sent by it or any of its processors are duly tagged to allow tracking in the event that they are forwarded to William Hill as part of a complaint.
19.5The Affiliate shall not market any goods or services to any WH Customer, or transfer such WH Customer's details to any third party, unless that WH Customer's information is in the Affiliate's possession prior to the execution of this Agreement.
19.6The Affiliate shall notify William Hill immediately in the event that it breaches (or suspects that it has breached) any of the warranties in this clause 19.
19.7The Affiliate shall comply with, and shall confirm its compliance by email firstname.lastname@example.org, with any instructions given by William Hill pursuant to this clause 19, no less than 48 hours after receipt of such instruction.
19.8The Affiliate shall notify William Hill immediately in the event that (i) any Affiliate Customer makes a complaint to the Affiliate, or (ii) any Competent Data Protection Regulator contacts the Affiliate, in respect of direct marketing or the Affiliate's processing of any Affiliate Customer's personal data.
19.9The respective WH Party may, from time to time, request that the Affiliate provides evidence of its compliance with this clause 19 and Affiliate shall provide such evidence as the respective WH Party may reasonably request promptly, and in any event within seven (7) days of receipt of such request.
19.10The 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.
19.11The Affiliate shall provide the respective WH Party with all such assistance as necessary or requested by the respective WH Party in respect of data breaches, claims and requests for information made against the respective WH Party (including any data subject access requests) in respect of any communications sent by the Affiliate under this Agreement; and in particular, any investigations made by a Competent Data Protection Regulator.
19.12The Affiliate hereby indemnifies the respective WH Party against all costs, claims, fines, group actions, damages and expenses incurred by the respective WH Party, or for which the respective WH Party may become liable, 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 19 and/or the Data Protection Legislation. Nothing in this Agreement shall limit the Affiliate's liability under this clause 19.
Use of the Affiliate's personal data.
19.13The Affiliate hereby acknowledges that the respective WH Party (and, where the WH Party is Admar Services Limited, also that William Hill) may process the Affiliate's personal data for the following purposes:
a)to set up and maintain the Affiliate's account with William Hill;
b)to make payment of the Affiliate Commission to the Affiliate;
c)sharing the Affiliate's account information with any third party platform engaged by William Hill from time to time, as necessary to facilitate the management of the WHAP, including the making available of Banners and Links to the Affiliate, and calculating the Affiliate Remuneration;
d)to comply with relevant regulations regarding the Affiliate's registration with William Hill, including verifying the information which the Affiliate provides to William Hill;
e)to monitor the activities (of either the Affiliates and/or WH Customers) in order to detect fraudulent or otherwise unlawful, criminal or improper activities (including money laundering) and breaches of this Agreement and/or the WHAP;
f)to investigate and/or prevent any of the activities at clause 19.13(e), and to report any such activities to any relevant authorities; and/or other online gambling and gaming operators or other online service providers;
g)to keep the Affiliate informed of future events, offers and promotions in relation to its account;
h)to provide the Affiliate with important information about the Affiliate's account; and
i)for any other purpose which is necessary for the performance of William Hill's contractual obligations to the Affiliate, or for enforcing the Affiliate's compliance with its contractual obligations to William Hill.
19.14The Affiliate further acknowledges that its personal data may be disclosed by the respective WH Party to relevant third parties for such purposes, including (without limitation) to:
a)identification and/or age verification agencies;
b)credit checking agencies; and/or
c)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 and promptly with the respective WH Party in respect of any such investigations of activities which it or any such third party may carry out.
19.15The respective WH Party shall ensure that where the Affiliate's personal data is transferred outside of the European Economic Area it shall have adequate measures in place to maintain the security of the Affiliate's personal information.
20.1Remedies and Injunctive Relief.The exercise of one or more of the respective WH Party's rights or remedies in connection with this Agreement shall not preclude the exercise of any other right or remedy. The Affiliate acknowledges, confirms and agrees that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach by the Affiliate of any provision of this Agreement, the respective WH Party's rights and obligations may be enforceable by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any of the respective WH Party's rights at law, contract or otherwise, for a breach or threatened breach of any provision of this Agreement.
Governing Law and Jurisdiction.
20.2This 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.
20.3Each 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.
20.4The English language version of this Agreement will prevail over any other language version issued by William Hill.
20.5Severability.If any provision or part-provision of this agreement 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 rest of this agreement.
20.7No Waiver. The respective WH Party's failure to enforce the Affiliate's strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.
20.8No Assignment. The Affiliate may not assign or transfer this Agreement, the Licence or any part thereof without the respective WH Party's prior written consent.
20.9Entire Agreement.This Agreement constitutes the complete understanding and agreement of the parties and supersedes all prior negotiations, understandings, agreements, representations and warranties of any nature whether or not in writing between the parties with respect to the subject matter of this Agreement.
20.10Notices.Unless otherwise agreed to by the parties in writing, all notices required under this Agreement will be deemed effective (i) in the case of notices sent by the Affiliate, when received and read by the respective WH Party with a read receipt requested by way of email to email@example.com, and (ii) in the case of notices sent from the respective WH Party to the Affiliate, when the email is sent to the email address registered by the Affiliate when setting up his or her account.
THIS VERSION DATED AND EFFECTIVE FROM:1 FEBRUARY 2020