Affiliate Agreement of
Address: Clinch’s House, Lord Street, Douglas, Isle of Man IM99 1RZ, PO Box : 227
Company number: 124281 C
issued on the 16th July 2019
(hereinafter will be referred to as “Novigroup“)
(hereinafter referred to as the “Affiliate“)
a) Novigroup Limited is an Isle of Man business company with an online sports betting which offers betting opportunities and operates an online casino, and games to internet users on the websites of Novigroup Limited “Group” (hereinafter referred to as “Novigroup’s Websites”).
“Group” means in respect of a company, the ultimate parent undertaking of that company, together with every subsidiary undertaking of that ultimate parent undertaking.
“Novigroup’s Websites” means the websites operated and/or controlled by Novigroup Limited.
b) The “Affiliate” maintains and operates one or several websites on the Internet (hereinafter together referred to as “the Affiliate’s Websites”)[…]
2. Subject matter of the agreement
a) The subject matter of the agreement is the inclusion of advertising material provided by Novigroup Limited on the Affiliate’s Website in order to establish an advertising cooperation of mutual benefit. It is understood that the advertising cooperation hereunder is non-exclusive for both parties.
b) Novigroup Limited shall provide the Affiliate with a variety of advertising material (e.g. logos, banners, graphics, texts) to be included on the Affiliate’s Websites. Novigroup Limited is entitled to change or restrict the advertising material or provide new advertising material at any time. By including this advertising material on the Affiliate’s Website, the Affiliate enables his users to access directly Novigroup’s Websites by clicking on the relevant symbols and to bet, play casino, or games there (hereinafter “advertising material”).
c) Novigroup Limited shall pay any costs in connection with the graphic design of the advertising material. The Affiliate shall pay the costs of the inclusion of the advertising material.
a) Novigroup Limited expressly points out that the advertising of or reference to bets or games of chance can be subject to legal restrictions in some countries or even might be prohibited. Therefore, the Affiliate understands that he is not entitled to enter into this agreement and/or include the advertising material on the Affiliate’s Websites if the advertising of or reference to bets and games offered by the operating companies of the Novigroup Limited is not permitted according to the regulations of the Affiliate’s home country. In this case, the Affiliate is not entitled either to complete or submit the online application form. If the advertising of or reference to bets or games of chance becomes inadmissible after the agreement has been concluded or the advertising material has been included, the Affiliate is obligated to immediately remove the advertising material from the Affiliate’s Website.
If Novigroup Limited or the Affiliate face a disadvantage of any kind whatsoever due to the violation of applicable prohibitions on the advertising of or reference to bets or games of chance, only the Affiliate shall be liable for this disadvantage and the Affiliate shall also be fully responsible for the disadvantage caused to him.
b) Furthermore, the Affiliate acknowledges that he operates the Affiliate’s Websites on his own behalf and is authorised to dispose of the the Affiliate’s Websites without restrictions.
4. Conclusion of the agreement
a) Novigroup Limited shall provide an online application form which the Affiliate shall complete and transmit electronically (via Novigroup Limited’s Affiliate website) to Novigroup Limited provided that the conditions of point 3 are met. After the completed form has been sent, Novigroup Limited shall check the application. If Novigroup Limited accepts the application, the Affiliate shall receive written confirmation. Novigroup Limited expressly reserves the right refuse applications at its own discretion without restrictions.
b) When entering into the agreement, the Affiliate shall receive an Affiliate ID. Customers who are referred to Novigroup’s Websites via an advertising medium on the Affiliate’s Websites and their bets made in this context and other game activities are registered by the advertising material code provided via the Affiliate programme.
“Customer” means a person who transacts with Novigroup Limited, and has correctly registered and made deposits.
a) When entering into the agreement, the Affiliate shall obtain the non-transferable right, that may be terminated at any time, to use the advertising material provided to create links to Novigroup’s Websites. The Affiliate, however, is not entitled to change the advertising material or edit it in any fashion or for any purpose whatsoever without the prior express written consent of Novigroup Limited. The licence for the use of the advertising material shall expire when the agreement is terminated.
b) Novigroup Limited enters into this agreement on the basis of the design and content of the Affiliate’s Websites on the day of the conclusion of this agreement. The webpage(s) of the Affiliate’s Websites may not be changed, in particular with regard to its content and other advertising material (of any kind whatsoever) without the prior express written consent of Novigroup Limited.
c) The design copyright in the advertising material provided under the Affiliate programme and any other information on Novigroup’s Websites made accessible exclusively remains with Novigroup Limited.
d) A change of the URL address of the Affiliate’s Websites shall not be regarded as a change of the agreement and shall not affect the Affiliate’s rights and duties under this agreement.
6. Content and maintenance of the Affiliate’s Websites
a) The Affiliate shall include the advertising material of his choice provided under the Affiliate programme on the Affiliate’s Websites and in doing so creates a connection to Novigroup’s Websites. Novigroup Limited’s registration system identifies Customers that are referred to Novigroup’s Websites by linking the advertising material of the Affiliate to the Affiliate ID (advertising material code) provided. The url links of the advertising material may refer to different agreed URL´s, pointing to various landing pages.
a) In consideration for the inclusion of the advertising material, the Affiliate shall receive a performance-based commission of the net profit generated by the new Customers referred to Novigroup’s Websites by the Affiliate in accordance with point 2. Customers of the Novigroup Limited who do not yet have an account and who are referred to Novigroup’s Websites via the advertising material included by the Affiliate on the Affiliate’s Websites, correctly register and make deposits to the account shall be regarded as referred new Customers.
Depending on the individual business segments, the net profit shall be calculated as follows:
Sports betting: Bets placed at Novigroup Limited, less winnings paid, withdrawal fees, fees, bonuses and chargebacks, proportional royalties payable by Novigroup Limited. to the sportsbook software provider, and any taxes, fees and other deductibles as may be imposed by national laws from time to time.
Casino, Live Casino and Games: Casino, Live Casino and Games sales less winnings paid, chargebacks, game fees, bonuses and proportional royalties payable by Novigroup Limited, to the respective games providers, and any taxes, fees and other deductibles as may be imposed by national laws from time to time.
b) The amount of the commission is based on the amount of the total net profit generated by the Customer referred to Novigroup’s Websites by the Affiliate. The applicable percentage rates for each part of the Net Profit are shown on Novigroup’s Affiliate website. Any national taxes due will be deducted by Novigroup Limited before calculation of the net revenue in accordance with the respective legal regulations. Novigroup Limited reserves the right to change the percentage rates at any time using the procedure for the alteration of the agreement of point 13 and to make individual agreements.
c) The commission shall be calculated at the end of the month and paid until the 30th of the following month provided that a minimum amount of €100 has been reached. If this minimum amount is not achieved in a month, the commission shall be carried forward until it amounts to €100. Any amounts less than €3, are forfeited at the end of the month.
d) A negative account balance at the end of a month is carried over to the following month. The results of the following month(s) will be applied to this balance until it returns to a positive figure.
e) The commission may only be paid by bank transfer to the account stated by the Affiliate. The commission shall only be calculated in €. All bank charges incurred by transfers and/or their reversals by the bank (due to incomplete or inaccurate bank details) shall be paid by the Affiliate at all times. It is absolutely obligatory that you provide your IBAN Code together with the BIC/ABA/Swift Code to Novigroup Limited if applicable! Novigroup Limited reserves the right to withhold any payments to Affiliates due to incomplete and/or inaccurate bank details, pending investigations and/or the risk of fraud.
f) If the payment amount received by the Affiliate contains Value Added Tax (VAT), the Affiliate is responsible for submitting the respective amount to the tax authorities in charge.
g) After Novigroup Limited has accepted the registration, the Affiliate shall be able to access his personal online statistics with his user name and password in order to become informed about the current state of his sales and the remunerations resulting from it.
h) Any services and expenses of the Affiliate shall be finally paid by the commission; the Affiliate can only claim reimbursement for expenses and costs, in particular for other advertising activities of the Affiliate, if Novigroup Limited instructed the Affiliate to do so in writing.
i) Novigroup Limited has the right to reduce the revenue share of an affiliate or terminate the contract and remove affiliates who do not bring at least one new client – depositor within a calendar month with a total monthly deposit of at least 70 euros. The awarded commission shall be carried forward if the affiliate do not bring at least one new client – depositor (with a total monthly deposit of at least 100 euros), within the previous calendar month.
j) Should you elect to receive CPA instead your earnings are per player subject to actual playing for real money after deposit without chargeback, where withdrawal without playing or disproportionate chargeback by affiliate’s eferred players, may at company’s discretion disqualify entitlement to CPA earnings.
8. Duties of Novigroup Limited
a) Novigroup Limited shall provide the Affiliate with all information required for the proper inclusion of the advertising material.
b) Novigroup Limited shall administer sales generated via the advertising material, record the net profit and the amount of commissions resulting from the advertising material, provide the Affiliate with sales statistics and perform customer services in connection with the business transaction.
9. Duties of the Affiliate
a) The Affiliate’s Websites, or any part thereof, may not be aimed at people under 21 in Greece and under 18 years old in other countries displayed. Novigroup Limited‘s websites only accept customers over 21 in Greece and over 18 years old in other countries displayed.
b) The Affiliate is solely responsible for the correct technical inclusion of the advertising material. Therefore, only advertising material provided under the Affiliate programme may be used, otherwise the correct registration and calculation of sales cannot be guaranteed.
c) The Affiliate is also responsible for the technical operation of the Affiliate’s Websites, in particular linking to Novigroup’s Websites, and shall ensure that the content of the Affiliate’s Websites does not violate the rights of third parties or otherwise violates the law.
d) The Affiliate shall develop, operate and maintain the Affiliate’s Websites and any material shown on the Affiliate’s Websites. He especially undertakes that representations of violence, contents of a clearly sexual nature or discriminating statements or representations based on race, sex, religion, nationality, disability, sexual orientation or age will not be shown on the Affiliate’s Websites and shall indemnify and hold harmless the Novigroup Limited in this respect.
e) The Affiliate undertakes that the material shown on the Affiliate’s Websites does not violate the rights of third parties (including copyrights and trademark rights, the general right to privacy or other rights) and that the material shown on the Affiliate’s Websites is not offensive or defamatory or otherwise unlawful and shall indemnify and hold harmless the Novigroup Limited in this respect. The Affiliate must notify Novigroup’s Affiliate team of any changes to the Affiliate’s Websites
name(s), or if he has added any additional banners linking to other websites not announced to Novigroup Limited before.
f) Advertisements and contents of the Affiliate shall not contain illegal or unlawful misrepresentation that is likely to cause damage to the business of the Novigroup Limited and shall not knowingly engage in the distribution of unsolicited advertisement (i.e. SPAM) either. The Affiliate is bound to comply with compliance requirements and policies that may from time to time be specified by the Novigroup Limited. If the Affiliate does not comply to this policy, Novigroup Limited is allowed to terminate the contract immediately.
g) The Affiliate is not entitled to (a) design the Affiliate’s Websites in a way so that there is the danger of confusion with Novigroup’s Websites or (b) the Affiliate’s Websites gives the impression that it is, in whole or in part, of the Novigroup Limited. The Affiliate is not allowed to use certain key words of the Novigroup Limited on search engines prior to written approval.
h) The Affiliate is not entitled to use the name of Novigroup Limited or other designations or brands of the Novigroup Limited otherwise as by including the advertising material on the Affiliate’s Websites. The Affiliate, in particular, shall not use designations or designs which are similar to those of the Novigroup Limited and might be confused with them.
i) The Affiliate is not entitled to offer rake-backs or any other incentives for Customers to sign up with a company of the Novigroup Limited. In any circumstance we will deactivate Affiliate accounts immediately from Novigroup Limited Affiliate System. Rake-Back is prohibited.
Rake-Back is any form of proportional reward or rebate offered, awarded, provided, facilitated or paid to current affiliated players and/or prospective affiliated players (Affiliated Player) based on their level of rake contribution.
j) The Affiliate shall not place advertisements that are not approved by the Hellenic Gambling Commission (HGC) through Novigroup Limited’s commercial plans. A breach of this term provides Novigroup Limited the right to terminate the contract effective immediately and seek damages.
k) The Affiliate assumes and attains full and sole responsibility for the content and the manner of, projection, promotion, placement, upload, broadcast of the advertising messages/activities in relation to the Affiliate Program and shall comply with every law, decision, provision, rule, regulation and obligation, as amended and valid from time to time, that is related directly or indirectly with the activities that the Affiliate will undertake whether they are within the context of the present agreement or not.
l) The Affiliate shall place the Links solely on the Affiliate’s Website and shall not upload any content or other data from the Links on any electronic or other medium without Novigroup Limited’s prior written approval and the Affiliate shall not use the Links in any manner that may harm or cause damage/loss to Novigroup Limited.
m) In case the Affiliate wishes to offer incentives to potential Customers, the Affiliate must request and receive Novigroup Limited’s prior written approval for each incentive, before offering them to such Customers. In case the Affiliate offers any incentives without acquiring Novigroup Limited’s prior written approval, Novigroup Limited is entitled to cancel the Affiliate Account and withhold the relevant commission.
n) An upload/promotion (or similar activity) by the Affiliate of non-approved bonuses or offers will result to the deduction of any proceeds of the Affiliate from the monthly commission.
o) The Affiliate shall at all times comply with the General Data Protection Regulation (EU) 2016/679.
p) The Affiliate shall at all times comply with the MGA regulations and the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (“CAP Code”).
a) The agreement can be terminated by either party at any time with immediate effect without giving any prior notice and without giving a reason. In any case Novigroup Limited terminates the agreement, if the Affiliate violated essential obligations of this agreement or the execution of this agreement is not permitted by law or has become inadmissible.
b) If the agreement is terminated, the Affiliate shall immediately delete all advertising material of Novigroup Limited included on the Affiliate’s Websites. The Affiliate shall have no right or avoidance.
c) Novigroup Limited shall calculate and pay the Commission from net profit accrued until the 30th of the following month. Novigroup Limited is entitled to set off outstanding commissions against claims against the Affiliate, if applicable.
d) After the termination of the agreement, the Affiliate is not entitled to receive further remuneration or other compensation of Novigroup Limited.
e) Novigroup Limited reserves the right to regularly perform quality checks on the Websites and their performance and to determine that Affiliates are obligated to produce minimum amount of real customers per month.
f) The Affiliate agrees not to place any digital advertisements containing Novigroup Limited links or branding on websites providing unauthorised access to copyright content.
a) Any information, in particular business and financial information, customer and buyer lists and price and sales information, shall be treated confidential and must not be used directly or indirectly for the party’s own economic or other purposes or passed to third parties.
b) This does not apply for such information that is generally known or may become known via generally accessible sources, however, not being the sources of the relevant party. Either party is entitled to pass such information to third parties if there is a judicial order, if the information is passed to persons being bound by professional confidentiality or if there is a legal obligation to provide it.
c) Email addresses and all user data may only be used for internal purposes. The Affiliate undertakes to comply with the provisions of “The Telecommunications Act 1984 (Isle of Man) Order 1984” and “Data Protection Act 2002”.
12. Warranty and liability
a) Novigroup Limited undertakes that Novigroup’s Websites will be operated within the scope of the current technical possibilities. No liability is accepted for further claims.
b) The liability of the legal representatives and vicarious agents of Novigroup Limited shall be limited to intent and gross negligence. The liability of Novigroup Limited – for whatever reason – shall be limited to the amount of the commission paid to the Affiliate within the last six months. If the agreement is terminated before the end of six months, the commission paid until this date shall apply for the calculation of the damage.
13. Alteration of the agreement
Novigroup Limited reserves the right to alter any of the regulations and provisions hereunder at any time. The Affiliate shall be notified of the alteration by email. If the agreement is not terminated within one week from the receipt of the alteration, the alteration shall be regarded as accepted. In addition, Novigroup Limited reserves the right to transfer any rights and duties under this agreement to another company of the Novigroup Limited.
a) This agreement shall be governed by the laws of the Isle of Man excluding the UN Convention on Contracts for the International Sale of Goods, the Convention on the Law Applicable to Contractual Obligations and the conflict rules of its private international law. The place of jurisdiction for any disputes arising under this agreement shall be Isle of Man.
b) Amendments and supplements to this agreement must be made in writing to be effective. Oral subsidiary agreements do not exist.
c) If any of the provisions hereunder are or become ineffective, the ineffective provision shall be replaced by a provision that comes as close as possible to the economic purpose of the ineffective provision. This shall not affect the other provisions of the agreement.