PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY TICKING THE BOX INDICATING YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS AND CONTINUING WITH YOUR APPLICATION TO JOIN OUR AFFILIATE PROGRAM, YOU ARE AGREEING (SUBJECT TO OUR APPROVAL OF YOUR APPLICATION) TO THE TERMS AND CONDITIONS BELOW. IF YOUR APPLICATION IS ACCEPTED THESE TERMS AND CONDITIONS (AND ANY SUCH ADDITIONAL DOCUMENTS ACCORDINGLY NOTED HEREIN) SHALL FORM YOUR FULL AGREEMENT WITH US.
IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS (OR ARE NOT AUTHORISED TO DO SO) YOU SHOULD NOT CONTINUE WITH YOUR APPLICATION. IF YOU HAVE ANY QUESTIONS REGARDING OUR AFFILIATE PROGAMME, OR THESE TERMS AND CONDITIONS, PLEASE CONTACT US AT [email protected] Affiliate.com. UPON SUCCESSFUL COMPLETION AND ACCEPTANCE OF YOUR APPLICATION THESE TERMS AND CONDITIONS WILL CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US REGARDING THE AFFILIATE PROGAMME.
Definitions and Interpretation
1. Certain words and phrases are defined in these Terms and Conditions. In addition, in these Terms and Conditions, the following words and phrases have the following meanings:-
“Accounting Period” means one calendar month.
“Application” means Your Application to register as an Affiliate with 1 Affiliate, a business name of TGP Europe Limited whose Registered Office is at 2nd Floor, 21a – 23 Athol House, Douglas Isle of Man, IM1 1LB being a company registered in the Isle of Man under company number 122698C , in respect of our Affiliate Programme.
“Applicable Legislation” means all applicable legislation, regulations and any and all directives, requirements and/or guidelines of the Isle of Man and United Kingdom and thereby so appertaining to the Isle of Man and United Kingdowm any other legislation to which either party may be subject.
“Affiliate Programme” means that Affiliate Programme so offered by 1 Affiliate, a business name of TGP Europe Limited whose Registered Office is at 2nd Floor, 21a-23 Athol House, Douglas Isle of Man, IM1 1LB, under company number 122698C.
“Chargebacks” means the amount of any deposits made by End Users in respect of which the deposited funds are not collected from or returned to the End User, including without limitation, as a result of the reversal of any credit and/or debit card or third party deposit instrument transactions.
“End User” means a person who enters the gaming websites managed and/or controlled and/or operated by and/or under the Licence of TGP Europe Limited or any such related website accessed via the Links from Your Site.
“Gaming Duty” means any and all fees, duties, levies, taxes and charges incurred by Us directly in relation to the utilization of any of the gaming products made available on any such of the gaming websites managed and/or controlled and/or operated by and/or under the Licence of TGP Europe Limited which have been accessed by End Users via the Links on Your Site charged by any governmental or regulatory authority in any territory.
“Licence” means the Network Licence held by TGP Limited issued by the Isle of Man Gambling Supervision Commission under the Online Gambling Regulation Act 2001 (“OGRA”) and covering the activities of TGP Europe Limited together with the remote gaming licences issued to TGP Europe Limited by the UK Gambling Commission.
“Terms and Conditions” means these Terms and Conditions as set forth by 1 Affiliate, a business name of TGP Europe Limited whose Registered Office is at 2nd Floor, 21a-23 Athol House, Douglas Isle of Man, IM1 1LB under company number 122698C.
“Links” means the internet hyperlinks from Your Site to such of the gaming websites managed and/or controlled and/or operated by and/or under the Licence of TGP Europe Limited whose Registered Office is at 2nd Floor, 21a-23 Athol House, Douglas Isle of Man, IM1 1LB, under company number 122698C as made so available by Us to You under and in accordance with these Terms and Conditions and Your Application.
"Net Gaming Revenue" shall mean the Gross Gaming Revenue received by Us from End Users who have accessed any such of the gaming websites managed and/or controlled and/or operated by and/or under the Licence of TGP Europe Limited through the Links on Your Site and registered with Us LESS all of the following: (i) monies paid out to End Users as winnings; (ii) monies paid by Us in relation to the Gross Gaming Revenue received under and in accordance with these Terms and Conditions in the form of Gaming Duty or taxes or other statutory deductions or payments to licensing authorities including without limitation the licensing charges of the British Horse Racing Board (or reasonable provisions in respect thereof as determined by Us in Our sole discretion); (iii) any associated payment processing charges as levied by electronic payment or credit card organisations; (iv) any associated Chargebacks (v) the cost of any bonus or promotional offers including 'free bets' or 'free chips' provided to End Users as a promoti
onal or marketing activity; and (vi) any Third Party Royalty which We must pay in respect of any gaming product utilised by End Users. "Third Party Royalty" shall mean any royalty or revenue share which We must pay to a third party in order to lawfully utilise any technology or other product used from time to time on any such of the gaming websites managed and/or controlled and/or operated by and/or under the Licence of TGP Europe Limited and made available to End Users.
“Restricted Jurisdictions” means Belgium, Bulgaria, Cayman Islands, Cyprus, North Korea, Denmark, France, Hong Kong, Iran, Iraq, Ireland, Israel, Italy, Philippines, Poland, Russia, Saudi Arabia, Singapore, Switzerland, Taiwan, The Netherlands, Turkey, Ukraine, USA and all US territories, Vietnam or any other jurisdiction from where use is so prohibited.
“Your Site” means Your website as so set forth in Your Application upon which You will be authorised (upon successful acceptance of such application) to display the Links.
“Term” means the agreed term of Your membership to the Affiliate Programme as set forth under and in accordance with clause 12.3 herein; namely from the time Your Application is confirmed as accepted and until such time as either party give notice thereon in accordance with clause 12.3 (unless terminated earlier under and in accordance with these Terms and Conditions).
1.2 In these Terms and Conditions (except where the context otherwise requires):
1.2.1 clause headings are included for convenience only and shall not affect the interpretation of these Terms and Conditions;
1.2.2 the singular includes the plural and vice versa;
1.2.3 any reference to "persons" includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists); and
1.2.4 a reference to a statute or statutory provision is a reference to that statute or statutory provision and to all orders, regulations, instruments or other subordinate legislation made under the relevant statute.
2.1 These Terms and Conditions set out the entire Terms and Conditions agreed between 1 Affiliate, which is a Business Name of TGP Europe Limited whose Registered Office is situated at 2nd Floor Athol House, 21a – 23 Athol Street, Douglas, Isle of Man, IM1 1LB under company number 122698C (hereinafter referred to as "We" "Us" or "Our" as applicable) and You (hereinafter referred to as "You" or "Your" as applicable), being the person undertaking the Application to join Our Affiliate Program.
Hereinafter referred to individually as “the Party” and together “the Parties”
2.1.1 TGP Europe provides software and network services in the Isle of Man under a licence issued to TGP Limited under the Online Gambling Regulations Act 2001 on 23 September 2012.
TGP Europe is also licensed and regulated by the UK Gambling Commission for provision of services to the United Kingdom. Queries to the Regulator should be directed to [email protected]
2.2 These Terms and Conditions replace all previous Terms and Conditions for Our Affiliate Program.
2.3 We may modify, alter or adjust these Terms and Conditions at any time and at our sole discretion, by posting a change notice or new Terms and Conditions that will be posted on the Terms and Conditions page of the 1 Affiliate Site located at Uniform Resource Locator www.1 Affiliate.com. In the event of any change, amendment or alteration to these Terms and Conditions we will send you notification thereof using the e-mail address provided on Your Application. Modifications may include, for example, changes in the scope of available Revenue Share available via the Affiliate Program. If any modification is unacceptable to You, You should give notice to terminate Your registration with Our Affiliate Programme under and in accordance with clause 12.3. Your continued participation in the Affiliate Programme following our posting of a change notice or new Terms and Conditions will constitute binding acceptance of the modification/changes made.
3. Your Application
3.1 To become a member of our Affiliate Program You will need to accept these Terms and Conditions by ticking the box below and by completing and submitting an online Application. The Application will form an integral part of these Terms and Conditions. We will in our sole discretion determine whether or not to accept Your Application and our decision is final and not subject to any right of appeal. We will notify You in writing by email as to whether or not Your Application has been successful. If Your Application is rejected, You may reapply at a later date. If Your Application is successful we will include in our notification thereof the necessary instructions as to what You must do to include the Links on the Your Site.
4. Operation of the Affiliate Management Programme and the Links
4.1 Throughout the Term, You shall prominently incorporate and continually display the most up to date Links provided to You by Us on Your Site in a manner and location agreed in writing between You and Us and You shall not alter the form, location or operation of the Links without Our prior written consent. If and when We approve Your Application, Your Site should display the appropriate Links within 4 (Four) weeks of notification of Your acceptance to the Affiliate Programme. If You fail to so display the Links we may terminate these Terms and Conditions immediately upon notice to You.
4.2 You agree to give Us Your reasonable assistance in respect of the display, access to, transmission and maintenance of the Links on Your Site
4.3 You shall ensure that You do not place any Links on pages of Your Site aimed at persons under the age of 18 years and warrant and affirm that Your Site will not display content which is illegal, which discriminates on the grounds of race, religion, gender, sexuality or otherwise, or which depicts violence or sexual force or any other such content which could reasonably be expected to damage Our good name and reputation or which would breach any third party rights and You further warrant and affirm that Your Site shall not link to any such material.
4.4 In the event that You wish to place the Links on websites other than Your Site, You must first obtain Our written consent.
4.5 We have the right to monitor Your Site to ensure You are complying with the these Terms and Conditions and You shall provide Us with all data and information (including, but not limited to, passwords) as so requested by us from time to time to enable Us to perform such monitoring.
4.6 If We discover that Your use of any Link is not in compliance with these Terms and Conditions, we shall be entitled to take such measures as to render inoperative the Links used by You and to immediately terminate these Terms and Conditions without notice to You.
4.7 You may not purchase or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service and which are identical or similar to any of Our trademarks or trade names or otherwise include the words "1 Affiliate " or “TGP Europe Limited” or any variations thereof, or include metatag keywords on Your Site which are identical or similar to any of Our trademarks or trade names or otherwise include the word "1 Affiliate " or “TGP Europe Limited” or any derivative thereof.
4.8 By agreeing to participate in Our Affiliate Program, You confirm You are not an employee or contractor of, or immediate family member of an employee or contractor of, or a corporate entity that has any connections, whether direct or indirect, to an employee or contractor of, or immediate family member of an employee or contractor of, 1 Affiliate, TGP Europe Limited or any of their operators, agents, parent, subsidiary, affiliated and/or related companies.
4.9 You shall indemnify on demand and hold Us harmless from and against any and all losses, demands, claims, damages, costs, expenses (including, but not limited to, consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by Us in consequence of any breach by You of clause 4.7 or 4.8.
4.10 You shall not:
4.10.1 directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money or other benefit) for using the Links on Your Site to access any of the gaming websites managed and/or controlled and/or operated by and/or under the Licence of TGP Europe Limited (e.g. by implementing any "rewards" programme for persons or entities who use the Links on the Your Site) and which are so applicable under the Affiliate Programme;
4.10.2 read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity;
4.10.3 in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the Links or attempt to modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature on any of the gaming websites managed and/or controlled and/or operated by and/or under the Licence of TGP Europe Limited;
4.10.4 take any action that could reasonably cause any End User confusion as to our relationship with You, or as to the site on which any functions or transactions are occurring;
4.10.5 post or serve any advertisements or promotional content of any nature promoting any of the gaming websites managed and/or controlled and/or operated by and/or under the Licence of TGP Europe Limited or assist, authorise or encourage any third party to take any such action without Our prior written consent;
4.10.6 attempt to artificially increase monies payable to You by 1 Affiliate;
4.10.7 cause any of the gaming websites managed and/or controlled and/or operated by and/or under the Licence of TGP Europe Limited (or any page thereof) to open in an End User's browser other than as a result of the End User clicking on a Link; or
4.10.8 attempt to intercept or redirect (including, without limitation, via user-installed software) traffic from or on any website that participates in Our Affiliate Program. If We determine, in Our sole discretion, that You have engaged in any of the foregoing activities, We may (without limiting any other rights or remedies available to us) withhold any monies otherwise payable to You under these Terms and Conditions and/or terminate Your membership/participation in the Affiliate Programme.
4.12 You acknowledge that the gaming websites managed and/or controlled and/or operated by and/or under the Licence of TGP Europe Limited accessed by virtue of the Links cannot and must not be utilised by End Users based in Belgium, Bulgaria, Cayman Islands, Cyprus, North Korea, Denmark, France, Hong Kong, Iran, Iraq, Ireland, Israel, Italy, Philippines, Poland, Russia, Saudi Arabia, Singapore, Switzerland, Taiwan, The Netherlands, Turkey, Ukraine, USA and all US territories, Vietnam or any other jurisdiction from where use is so prohibited.
5. Our Obligations
5.1 We shall supply You with the Links for inclusion on the Your Site and may update and/or alter such Links at Our sole discretion from time to time.
5.2 Subject to You complying with Our instructions with regard to the implementation and facilitation of the Links and the tracking of End Users accessing any of the gaming websites managed and/or controlled and/or operated by and/or under the Licence of TGP Europe Limited via the Links on Your Site, We shall use Our best endeavours to ensure that whenever an End User links to any of the gaming websites managed and/or controlled and/or operated by and/or under the Licence of TGP Europe Limited through the Links on the Your Site and they subsequently place a bet and or wager via any such website, the relevant End User is identified as originating from Your Site. However, We shall not be liable to You in any way if We are for any reason unable to identify an End User as originating from Your Site.
6.1 We shall pay You a percentage of the applicable Net Gaming Revenue achieved during each Accounting Period throughout the Term. Your Revenue Share will be calculated on a sliding scale basis in accordance with the applicable percentage rates as set forth in clause 6.1.1 below (unless any other rate/s is agreed upon in writing by Us at the time of Your Application). Please note that the percentage rate of any Revenue Share due to You may be subject to change throughout the Term at our discretion upon one calendar months’ notice to You. In the event of such change we shall accordingly notify You in writing to the email address noted on You Application form.
6.1.1 Revenue Share Table
£0,000 - £5,000 = 25% of Net Gaming Revenue
£5,000.01 - £15,000 = 30% of Net Gaming Revenue
£15,000.01 and up = 35% of Net Gaming Revenue
By means of illustration: In any Accounting Period if the Net Gaming Revenue was £7,000, then the Revenue Share due to You would be calculated as follows: £5,000 @ 25% = £1,250 plus £2,000 @ 30% = £600. This would mean the total share of the Net Gaming Revenue would be £1,850.
6.1.2 Please note that all Revenue Share quoted will be inclusive of VAT (where applicable).
6.1.3 All payments will be made under and in accordance with clause 6.2 and 6.3.
6.2 We shall provide You with a statement for each Accounting Period. Such statement shall be accessible online through Your 1 Affiliate Affiliate Account. The said statement will detail the total Revenue Share, if any, which has accrued to You over the course of the previous Accounting Period ("Revenue Share"). Such statements shall be updated on a daily basis to accordingly reflect the figures applicable to the previous day. In the event that the calculated proportion of Your Revenue Share in any Accounting Period is a negative amount, We shall be entitled at Our sole discretion, but not obliged, to carry forward and set off such negative amount against any future Revenue Shares and/or or any other payments due to You under and in accordance with these Terms and Conditions. If the Revenue Share due to You in any Accounting Period does not exceed £50 (Fifty Pounds Sterling), we shall be entitled to withhold and carry forward such sum for payment until the end of such Accounting Period as the Revenue Sha
re due to You exceeds £50 (Fifty Pounds Sterling), at which time payment shall be made in accordance with clause 6. 6. For the avoidance of doubt, You will only receive a payment when there is a positive balance attributable to your 1 Affiliate Affiliate Account and it is greater than £50 (Fifty Pounds Sterling) in any Accounting Period.
6.3 Upon receipt and review of the statement for each Accounting Period, and subject to clause 6.2, You may thereafter submit to Us an invoice in respect of the Revenue Share so due to You as set forth in Your statement for the previous Accounting Period. Invoices should be submitted to [email protected] Affiliate.com. We will thereafter make settlement of any such invoice within 45 (Forty Five) days of receipt thereof. Where no invoice is received by Us from You in respect of any Revenue Share so due to You in any Accounting Period We shall, where applicable, automatically raise a payment notification and make payment thereof within 60 (Sixty) days of the end of the relevant Accounting Period. Such Revenue Share Payment shall be paid in Pounds Sterling and shall be inclusive of VAT if applicable.
6.4 If an error is made in the calculation of Your share of the Net Gaming Revenue, We reserve the right to correct such calculation at any time throughout the Term and to reclaim from You any overpayment made by Us to You (including, without limitation, by way of reducing future payments which might otherwise be due to You from us from time to time).
6.5 Where currency conversion or exchange is required, the exchange rate to be used shall be determined by the applicable rates as quoted on www.oanda.com on the date such rates are accordingly applied for calculation by Us.
6.6 If you have any dispute, concern or query in respect of Your statement or Your Account, you must submit the same in writing to us to [email protected] Affiliate.com including full details thereof no later than seven (7) days from the date of receipt of Your statement (as set forth in clause 6.2). We agree, acknowledge and affirm that we shall then accordingly review our records and endeavour to achieve a resolution of any dispute, concern or query with You. You however agree, acknowledge and affirm that in the event that agreement cannot be reached with You, The figures and pertinent information as utilised from our system's transaction logs and records shall be final in their determining result.
7. Intellectual Property
7.1 We grant You a non-exclusive and worldwide Licence to display the Our brand features and related content as so provided by Us to You and as permitted under and in accordance with these Terms and Conditions during the Term solely for the purposes of the display of the Links by You on Your Site and as set out in these Terms and Conditions and under and in accordance with any guidelines as may be provided by Us to You from time to time. All intellectual property rights and any goodwill arising in/to and/or from the Links and in all associated betting products, associated systems and software relating to the services provided by Us shall remain Our property. You are not permitted to use Our content in any way that is detrimental to US or Our reputation or other than as permitted under and in accordance with these Terms and Conditions. You are not permitted to alter or modify in any way content belonging to Us without Our express prior written consent.
7.2 You agree that the Your Site shall not resemble in any way the look and/or feel of the gaming websites managed and/or controlled and/or operated by and/or under the Licence of TGP Europe Limited, nor will You create the impression that the Your Site is managed and/or controlled and/or operated by Us and/or under the Licence of TGP Europe Limited.
7.3 Both parties hereby agree acknowledge and affirm that the performance of their rights and responsibilities under and in accordance with these Terms and conditions will not infringe any third party Intellectual Property Rights.
8.1 Each party to these Terms and Conditions represents and warrants to the other that it has, and will retain throughout the Term all right, title and authority to enter into these Terms and Conditions, to grant to the other party the rights and licences granted in these Terms and Conditions and to perform all of its obligations under these Terms and Conditions.
8.2 You warrant, represent and undertake to Us that You have obtained and will maintain in force all necessary registrations, authorisations, consents and licences to enable You to fulfil Your obligations under these Terms and Conditions and that You fully comply with, and shall continue to fully comply with all Applicable Legislation and You shall indemnify on demand and hold Us harmless from and against any and all losses, demands, claims, damages, costs, expenses (including, but not limited to, consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by Us in consequence of any breach by You of this warranty and these Terms and Conditions.
8.3 Each party hereto warrants to the other that there is no action, suit or proceeding at law or in equity now pending or, to their knowledge threatened by or against or affecting them which would substantially impair their right to carry on the business as contemplated herein or to enter or perform their obligations under these Terms and Conditions, or which adversely affect its their financial condition or operations
We make no representation that the operation of the Links to or the gaming websites managed and/or controlled and/or operated by and/or under the Licence of TGP Europe Limited will be uninterrupted or error-free and we will not be liable for the consequences of any interruptions or errors.
You (the "Indemnifying Party") shall indemnify Us on demand and hold Us harmless together with Our associates, officers, directors, employees, agents, shareholders and partners (the "Indemnified Party") 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, by the Indemnified Party in consequence of any breach, non-performance or non-observance by the Indemnifying Party of any of the obligations or warranties on the part of the Indemnifying Party contained in this Terms and Conditions.
11. Exclusion of Liability
11.1 Nothing in this clause 11.1 shall exclude or restrict liability for fraud, or death or personal injury resulting from the negligence of either party
11.2 We shall not be liable, in contract, tort (including without limitation negligence) or for breach of statutory duty or in any other way for:
11.2.1 loss of revenues, profits, contracts, business or anticipated savings; or
11.2.2 any loss of goodwill or reputation; or
11.2.3 any indirect or consequential losses in any case, whether or not such losses were within the contemplation of the parties at the date of this Terms and Conditions, or any other matter under this Terms and Conditions.
11.3 Our liability shall not, in any event, exceed the sum of the total monies paid by Us to You over the 12 month period preceding the date on which such liability accrued.
12. Term and Events of Default
12.1 These Terms and Conditions shall start on the date that we notify You that Your Application has been successful in accordance with clause 3 and shall continue thereafter unless and/or until terminated under and in accordance with the provision of this clause 12.3 and 12.4 (the "Term").
12.2 Notwithstanding clause 12.1, either party ("Non-Defaulting Party") may bring the Term to an end with immediate effect by written notice to the other party ("Defaulting Party") if:
12.2.1 the Defaulting Party commits a breach of its material obligations under these Terms and Conditions and in the case of a remediable breach, fails to remedy it within 30 days of the date of receipt of notice from the other;
12.2.2 the Defaulting Party becomes insolvent or unable to pay its debts (as defined in Section 123 of the Insolvency Act 1986), proposes a voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets or if any petition shall be presented, order shall be made or resolution passed for its winding up (except for the purposes of a bona fide amalgamation or reconstruction), bankruptcy or dissolution or if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them, or it ceases to carry on business or if it claims the benefit of any statutory moratorium.
12.3 Either party may terminate this Terms and Conditions on delivery of four weeks' prior written notice to the other party.
12.4 If You do not deliver 1 (one) new customer registration within a period of three calendar months we may terminate this Terms and Conditions immediately by delivery of written notice to You.
12.5 Each party shall forthwith give notice in writing to the other party of any event within clause 12.2.2 which occurs during the Term and which would entitle the other party to bring the Term to an end.
12.6 Without prejudice to clause 12.3, we reserve the right to terminate these Terms and Conditions at any time and for any reason immediately by delivery of written notice to You. Such notice shall be remitted by email.
12.7 The parties shall have no further obligations or rights under these Terms and Conditions after the end of the Term, without prejudice to any obligations or rights which have accrued to either party at the time when these Terms and Conditions end, save those clauses, the survival of which is necessary for the interpretation or enforcement of these Terms and Conditions, and the discharge of the duties and responsibilities of either party under and in accordance with Applicable Legislation, which shall continue to have effect after the end of the Term.
13.1 These Terms and Conditions constitute the entire Terms and Conditions and understanding of the parties and supersedes any previous Terms and Conditions between the parties relating to the subject matter of these Terms and Conditions. Each of the parties acknowledges and agrees that in entering into these Terms and Conditions, 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 to this Terms and Conditions or not) other than as expressly set out in this Terms and Conditions. Nothing in this clause shall operate to limit or exclude any liability for fraud.
13.2 If either party fails to pay by the due date any amount payable by it under this Terms and Conditions, the other party shall be entitled but not obliged to charge simple interest on the overdue amount, from the due date up to the date of actual payment, at the rate of 2% per cent per annum above the base rate for the time being of the Bank of England.
13.3 In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this Terms and Conditions or by law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently.
13.4 You shall not without Our prior written consent (including without limitation by way of a charge or declaration of trust), sub-license or deal with these Terms and Conditions or any rights under these Terms and Conditions, or sub-contract any or all of Your obligations under it or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.
13.5 If any provision of these Terms and Conditions shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these Terms and Conditions which shall remain in full force and effect.
13.6 Any notice given or made under these Terms and Conditions to Us must be made in writing and should be sent by email to [email protected] Affiliate.com. We shall send You any notices given or made under these Terms and Conditions to the email address supplied on Your Application or such other email address as notified by You to 1 Affiliate. Any notice shall be deemed to have been received within two hours of delivery provided that if deemed receipt occurs before 9.00a.m. on a Business Day the notice shall be deemed to have been received at 9.00a.m. on that day, and if deemed receipt occurs after 5.00p.m. on a Business Day, or on any day which is not a Business Day, the notice shall be deemed to have been received at 9.00a.m. on the next Business Day. "Business Day" shall mean any day which is not a Saturday, a Sunday or a bank or public holiday in England.
13.7 Each party undertakes that it will not at any time hereafter use, divulge or communicate to any person, except to its professional representatives or advisers or as may be required by law or any legal or regulatory authority, any confidential information concerning the business or affairs of the other party or of any member of the group of companies to which the other party belongs which may have or may in future come to its knowledge and each of the parties shall use its reasonable endeavours to prevent the publication or disclosure of any confidential information concerning such matters.
13.8 Nothing in this Terms and Conditions is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
13.9 Neither party shall make any announcement relating to these Terms and Conditions or its subject matter without the prior written approval of the other party except as required by law or by any legal or regulatory authority.
13.10 Except insofar as these Terms and Conditions expressly provides that a third party may in his own right enforce a term of this Terms and Conditions, a person who is not a party to this Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 2001 to rely upon or enforce any term of this Terms and Conditions but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
13.10 Both Parties shall adhere to the others Anti-Bribery Policy in full and shall be compliant with the Corruption Act 2008 (Isle of Man) and the Bribery Act 2010 (UK).
13.11 Neither party shall be liable to the other party for any delay or non-performance of its obligations under these Terms and Conditions arising directly from any of the following cause or causes beyond its reasonable control and unable reasonably to be planned for or avoided; act of God, governmental act (other than a regulatory change), war, fire, pandemic, act of terrorism, flood, explosion, civil commotion provided that the affected party:
(i) promptly notifies the other party in writing of the cause of the delay or non-performance and the likely duration of the delay or non-performance; and,
(ii) uses all reasonable endeavours to limit the effect of that delay or non-performance on the other party.
In any such case as detailed in this clause 13.11, the performance of the affected party's obligations, to the extent affected by the cause, shall be suspended during the period that the cause persists. If performance is not resumed within thirty (30) days after the notice from the affected party to the other party, the other party may give notice immediately by written notice to the affected party.
13.11 The validity, construction and performance of these Terms and Conditions (and any claim, dispute or matter arising under or in connection with it or its enforceability) shall be governed by and construed in accordance with the laws of the Isle of Man. Each party irrevocably submits to the exclusive jurisdiction of the Manx courts over any claim, dispute or matter arising under or in connection with this Terms and Conditions or its enforceability.
13.12 In case of any discrepancy between the meanings of any translated versions of these Terms and Conditions, the meaning of the English Language version shall prevail.
Version Updated: 8 September 2015.