Terms & Conditions.
Last Updated: 18th October 2016.
It is important that you read and understand the contents of these terms and conditions (the "Agreement"). By continuing with your application to join our affiliate programme, you are agreeing (subject to our approval of your application) to the terms and conditions of this Agreement. In order to make an application to join our affiliate programme, you must be the owner of, or acting on behalf of the owner of, the website that is signing up for this affiliate programme. If you do not agree with this Agreement or are not authorised to do so, you may not join the programme and you should discontinue your application.
If you have any questions regarding our affiliate programme, please click http://www.paddypartners.com/contact-us.html to contact us.
1. Who We Are and This Agreement
- This Agreement sets out the terms and conditions between Power Leisure Bookmakers Limited, a limited company incorporated under the laws of the England and Wales acting through its Irish branch at Power Tower, Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin 4, Ireland (Irish number 906103) "Paddy Power", "we", "us" or "our" as applicable) and you in relation to your application to set up an affiliate account (and membership of the affiliate programme if your application is deemed successful) to promote the "Paddy Power Sites" (or certain of our sites, depending on the products you are signed up to promote) by the creation of internet hyperlinks and other promotional links such as banners (the "Links") from your website(s) (your "Site") or from your promotional emails (which we have pre-approved) to the Paddy Power Sites.
- The "Paddy Power Sites" currently consist of www.paddypower.com, www.paddypowerpoker.com, www.paddypowercasino.com, www.paddypowergames.com, www.paddypowerbingo.com, any application version of these sites and such other sites as we may add from time to time.
- Paddy Power shall be entitled to exercise any of its rights or fulfil any of its obligations hereunder (including without limitation its payment obligations pursuant to Clause 5) through any company within the "Paddy Power Group". The "Paddy Power Group" shall mean Paddy Power's ultimate holding company and all subsidiaries of such holding company, as such expressions are defined in Section 155 of the Companies Act 1963.
- This Agreement supersedes all previous terms and conditions for our affiliate programme.
- We reserve the right to change any part of this Agreement at any time. Where possible, notice of any material changes will be sent to the last email address provided by you to us in advance of such changes becoming effective but it is ultimately your responsibility to check these terms and conditions regularly and we reserve the right to amend this Agreement at any time. Your continued participation in our affiliate programme after we have posted the changes will constitute binding acceptance of such changes. The latest modification of the Agreement will be as per the date stated at the top of this Agreement so please check this page regularly for updates.
- By filling in the application form and ticking the check box you are requesting membership to our affiliate programme and are agreeing to the terms and conditions of this Agreement. The application form will form an integral part of this Agreement.
- We will in our sole discretion determine whether or not your application has been successful. Our decision is final and is not open to appeal.
- We will notify you by email if your application has been successful with instructions as to what you must do to include the Links on your Site.
3. Promoting the Paddy Power Sites
- Throughout the term of this Agreement, you shall:
- prominently incorporate and continually display the most up-to-date Links provided to you by Paddy Power on your Site and you shall not alter the form, location or operation of the Links without Paddy Power's prior written consent;
- provide Paddy Power at no cost with all data and information (including for example passwords) to enable us to monitor your Site to ensure you are complying with this Agreement;
- maintain your Site in an appropriate manner and contact us if you are materially changing design or layout or adding material that you should know, acting reasonably, may influence our opinion as to whether or not you are a suitable affiliate;
- not place any Links on pages of your Site aimed at persons under the age of 18 years or otherwise target, whether directly or indirectly, such persons for gambling-related services;
- ensure that at all times all marketing activity complies with Clause 3.1(f) and Clause 5.21 and is kept within the boundaries provided in the Paddy Power Brand Guidelines;
- limit all online marketing activity to the following approved methods: Online Advertising including Industry Relevant Expertise, Niche Websites, Personal Websites, Comparison Websites, Video Blogs and Web blogs, PPC search campaigns, Loyalty & Reward Sites, RSS Feeds, Opt-in Email Marketing Campaigns (subject to your having the requisite consent to send such marketing communications), and Social Media marketing. You must request permission prior to implementing any method outside of the foregoing. This Agreement sets out the sole and exclusive means by which you may advertise, promote and market our Sites;
- make it clear in any communication by you to potential customers that the communication is made without the knowledge or involvement of Paddy Power and that any complaint that the recipient may wish to make should be addressed to you and not Paddy Power;
- upon our request, immediately remove any marketing activity promoting Paddy Power or the Paddy Power Sites on your Site or on other advertising channels within your control; and
- comply with all reasonable instructions of Paddy Power in relation to this Agreement.
- place the Links on websites other than your Site as specified in your application form without Paddy Power's prior written consent;
- offer any special benefits or other incentives (including for example any payment) to any person for using the Links on your Site to access the Paddy Power Sites;
- read, intercept, copy, record, redirect, interpret, or otherwise interfere with, or fill in the contents of, any electronic form or other materials submitted to us by any third party;
- modify any of the Links other than in accordance with this Agreement;
- engage in transactions of any kind on the Paddy Power Sites on behalf of any third party;
- authorise, assist, or encourage any other person to engage in transactions of any kind on the Paddy Power Sites other than in accordance with this Agreement;
- take any action that could cause any third party (end users or otherwise) confusion as to our relationship with you, or as to the site on which any functions or transactions are occurring;
- other than providing the Links on your Site in accordance with this Agreement, post or serve any advertisements or promotional content promoting the Paddy Power Sites;
- artificially increase (or attempt to so do) monies payable to you by Paddy Power;
- attempt to intercept, redirect or otherwise interfere with (including, without limitation, via user-installed software) traffic from or on any website that participates in our affiliate programme;
- solicit non-member affiliates (termed "sub-affiliates") to distribute offers and claim commission on such activities. You are prohibited from starting a sub-affiliate network using Paddy Power offers and media assets without our express written consent in advance;
- purchase, bid for, register or otherwise acquire keywords, adwords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service which are identical or similar to any of Paddy Power's (or a member of its Group's) intellectual property rights, including without limitation copyrights, trade marks (whether registered or unregistered), brand names, domain names, graphics and designs using by Paddy Power in connection with the Paddy Power Sites. However, this does not extend to the use of metatag keywords on your site which are identical or similar to any of Paddy Power's trade marks or trade names including the term "Paddy Power"; or
- directly or indirectly refer visitors from your Site or Customers (as such term is defined in Clause 5.1) who you suspect (or ought to suspect) are likely to abuse promotions or services available on the Paddy Power Sites.
4. Paddy Power's Obligations
- Paddy Power will provide you with the Links in various formats (e.g. flash, animated gif and text formats). At our sole discretion, the Links may include a bespoke affiliate ID (an "Affid") which may be modified by us from time to time. An AffId may be created during a particular campaign (for example during a particular overarching Paddy Power campaign) in which case a redirect will be put into place via the Link.
- Subject to your complying with all of the terms of this Agreement, Paddy Power shall use all reasonable endeavours to ensure that whenever a Customer links to the Paddy Power Sites through the Links and subsequently places a bet with Paddy Power, the relevant customer is identified as originating from your Site. However, Paddy Power shall not be liable to you in any way if Paddy Power is unable to identify a Customer as originating from your Site. You should note in particular that if you do not comply with the requirement to obtain consent to tracking, or where an end user refuses to grant such consent, or where you fail to comply with any other applicable laws including in relation to data privacy and security, we shall not be liable to you in any way in respect of the actions of that end user or Customer.
- Where you provide Paddy Power with personal data, Paddy Power will comply with its obligations under the Data Protection Acts 1988 and 2003, as amended, and the European Union's ePrivacy Directives (Directive 2002/58/EC, as amended by Directive 2006/24/EC and Directive 2009/136/EC and any subsequent amendments).
5. Payments, Money Laundering, & Your Identity
- In this Clause 5 the following words shall have the following meanings:
"Net Revenues"shall mean all gross monies received by Paddy Power from Customers through the applicable Paddy Power Sites during the term of the Agreement less all of the following:
- monies paid out to Customers as winnings;
- "monies paid in the form of duties, taxes, levies, statutory deductions, imposts, other similar charges or payments to any relevant authority including licensing authorities for example the licensing charges of the British Horse Racing Board;
- charges levied by electronic payment or credit card organisations;
- bad debts;
- monies attributable to fraud;
- returned stakes;
- provisions for transactions which are reversed by instruction from the card-holder's bank (commonly referred to as charge-backs);
- the cost of bonuses, ‘free bets' or ‘free chips' provided to Customers as a promotional or marketing activity; (i) refunds given to Customers; and
- any Third Party Royalty or jackpot contributions which Paddy Power must pay in respect of any Customers or any of our suppliers;
"Third Party Royalty"shall mean any royalty or revenue share which Paddy Power must pay to a third party in order to lawfully exploit any technology or other product used from time to time on the Paddy Power Site; and
"Customers"shall mean visitors from your Site who enter the Paddy Power Site via the Links and who register (to include the provision of a valid email address and such other information as Paddy Power may require) and open an account with Paddy Power and where such visitor complies with the terms and conditions of the Paddy Power Site and places a bet with Paddy Power or any of its partners on the particular product or service the subject of our agreement with you (for example, if our agreement with you relates to sports betting, only bets placed on sports betting will be counted, and not stakes wagered on games etc.). For the avoidance of doubt it shall exclude any end user that is at that time an existing or previous customer of Paddy Power or any other company within the Paddy Power Group.
- change your VAT status including if you become VAT registered or if your VAT registration number changes;
- cease to be VAT registered; or
- sell your business, or part of your business.
- comply with all laws, rules and regulations which are applicable to your compliance with our obligations in this Agreement;
- comply with the Data Protection Acts 1988 and 2003, as amended, and the European Union's ePrivacy Directives (Directive 2002/58/EC, as amended by Directive 2006/24/EC and Directive 2009/136/EC and any subsequent amendments) and all other applicable data privacy rules, laws and regulations anywhere in the world. Under the ePrivacy Directives, information (not just personal data) may not be stored on or retrieved from a person's terminal equipment unless the individual: (i) has been given clear and comprehensive information about why this is being done; and (ii) has given her/his consent. You shall inform users of your Site that tracking technology will be installed on their hard drive if he/she clicks on the Links and shall obtain their consent to such tracking prior to storing or retrieving information from a person's computer, smartphone, mobile phone, tablet or other applicable device. You hereby acknowledge that all data relating to Customers shall be and remain the exclusive property of Paddy Power. It is not anticipated that you will gain access to personal data relating to Customers. However, in the event you do gain access to personal data relating to Customers, such access will be in your capacity as a data processor only and you will be required to enter into a separate data processing agreement with us.
- not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
- have and shall maintain in place throughout the term of this Agreement policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and Relevant Policies, and will enforce them where appropriate;
- promptly report to the Paddy Power any request or demand for any undue financial or other advantage of any kind received by you in connection with the performance of this Agreement; and
- upon request and within a reasonable period, you shall certify to Paddy Power in writing compliance with this Clause 5.18. You shall provide such supporting evidence of compliance as Paddy Power may reasonably request.
comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the UK Bribery Act 2010, to the extent applicable (" Relevant Requirements");
comply with any related policies or guidelines as directed by Paddy Power from time to time (" Relevant Policies");
- Paddy Power makes every effort to ensure that no errors are made in the calculation of amounts due to affiliates. However, human, systems' and/or third party error may occasionally result in errors. Paddy Power reserves the right to correct any obvious errors and to void any payments (to include the right to be reimbursed where payments have been made in error) where such have occurred.
- In the case of any blatant errors in payments made (including for example where the payment made is materially different to previous or comparable payments/periods and/or the payment is clearly incorrect, depending on all of the circumstances), the amount paid will be rebalanced at the appropriate rate. Should you be credited in error, it is your responsibility, and you undertake, to notify Paddy Power of the error without delay. You hereby undertake to provide your full cooperation to Paddy Power to correct any such errors, including by way of the return of any over-payments. Paddy Power may set off any payment obligation due to us from you against any future payment obligation owed by us to you under this Agreement.
7. Fraud, Responsible Gambling, Protection of Minors, and the Prevention of Crime
- Paddy Power reserves the right to seek criminal or other sanctions against you if we suspect you have engaged in fraudulent, dishonest or criminal acts and we will disclose such information to the relevant authorities or other relevant third parties as may be necessary in this regard. Fraudulent acts include acts by you which are made in bad faith and/or acts which are intended to defraud Paddy Power or a member of its Group.
- Paddy Power aims to make betting a fun and entertaining experience, whilst at the same time taking our responsibilities very seriously. To this end, we strive to:
- ensure that gambling is conducted in a verifiably fair and open fashion in order to protect customers;
- ensure that, to the greatest extent possible, children and other vulnerable persons are protected;
- prevent gambling being or becoming a source of crime or disorder.
8. Licence to use the Marks
- We hereby grant to you a non-exclusive, non-transferable, revocable licence, solely during the term of this Agreement, to use such Paddy Power intellectual property, including without limitation any logo, trade mark, trade name, design or other similar identifying material owned by or licensed to Paddy Power or a member of its Group (the "Marks") as we make available to you via our online Paddy Partners media gallery and via electronic newsletters solely in connection with the display of the Links on your Site or in connection with email promotions including the Marks which we approve in advance.
- This licence cannot be sub-licensed, assigned or otherwise transferred by you without Paddy Power's prior written approval. Your right to use the Marks is limited to and arises only out of this licence to use the Links.
- This licence will be terminated automatically upon the termination of this Agreement for any reason.
- You shall not assert the invalidity, unenforceability, or contest the ownership of the Marks in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice our or our licensor's rights in the Marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill (which shall vest exclusively in Paddy Power).
- You shall not register or attempt to register, or be complicit in any third party registering or attempting to register, any trade mark, trade name, logo, or similar identifying material that contain the Marks or are confusingly similar to or are comprised of any of the Marks or any other of our intellectual property rights.
- You undertake not to register or attempt to register or be complicit in or cooperate with any third party registering or attempting to register, any domain name which is similar to any Paddy Power Sites or intellectual property rights (or intellectual property rights belonging to a member of our Group), including (for the avoidance of doubt) any misspellings, other variations of the domain names or other likenesses. Where you breach this Clause 8.6 you will immediately cease use of any such domain and transfer such domain to us or a third party elected by us.
- You undertake to provide all reasonable cooperation with us in protecting the Marks against third party infringement or any other attack.
9. Additional Warranties
- Each party to this Agreement represents and warrants to the other that it has, and will retain throughout the Term all right, title and authority to enter into this Agreement, to grant to the other party the rights and licences granted in this Agreement and to perform all of its obligations under this Agreement.
- You are solely responsible for the operation and content of your Site and you represent, warrant and undertake that your Site shall contain no material which is defamatory, sexually explicit, unlawful, harmful, threatening, obscene, harassing, or racially, ethnically, or otherwise objectionable or discriminatory, violent, politically sensitive or otherwise controversial or in breach of our rights or any third party rights and shall not link to any such material. We shall not be liable for any claims by third parties relating to your Site or any of the products or services associated therewith and you will fully indemnify us in respect of any losses we or any member of our Group suffers (directly or indirectly) in connection with any such claims.
- You warrant and represent that you are of legal age for gambling as determined by relevant legislation in your jurisdiction. Affiliates who are under 18 years of age are not permitted to participate in the affiliate programme.
- You warrant and represent that you will not, directly or indirectly: (a) do any act or omission that disparages Paddy Power, a member of its Group of the Paddy Power Sites, or is damaging to the interests, reputation or goodwill of the aforementioned parties and sites; or (b) do any activity that in our reasonable opinion would be deemed unsuitable, inappropriate or fraudulent.
- The Paddy Power Sites and the Links are provided "as is" without any express or implied warranty of any kind, and all warranties including warranties of merchantability, non-infringement of intellectual property rights, fitness for any particular purpose, and of completeness or accuracy of content are hereby excluded to the fullest extent permitted by law. Neither Paddy Power nor any of its licensors gives any warranty that the supply of material and content on, or links to or from, the Paddy Power Sites and/or the Links will be uninterrupted, timely, secure or error free or that they are free of viruses or bugs.
11. Indemnity and Liability
- You shall indemnify Paddy Power 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 Paddy Power or any member of our Group in consequence of any breach, non-performance or non-observance by you of any of your obligations or warranties under this Agreement.
- Nothing in this Agreement limits or excludes either party's liability for death or personal injury or for breach of any of the indemnities under this Agreement, for which liability shall not be limited.
- We shall not be liable to you in contract, tort, or otherwise (including liability for negligence) for loss whether direct or indirect of business, revenue or profits, anticipated savings or wasted expenditure, corruption or destruction of data or for any indirect or consequential loss whatever.
- We shall not be liable for any loss or damage that you may suffer because of any act of God; power failure; trade or labour dispute; act, failure or omission of any government or authority; obstruction or failure of telecommunication services or networks; or any other act, omission, delay or failure caused by a third party or otherwise outside of our control.
- The liability of Paddy Power shall not, in any event, exceed the sum of the total monies paid by Paddy Power to you over the 12 month period preceding the date on which any liability accrued.
- In no event shall we be responsible for any claim or dispute between you and any user of your Site.
- This Agreement shall commence (or commenced, in the case of existing affiliates) on the date that Paddy Power notifies (or notified, in the case of existing affiliates) you that your application to join the Paddy Power affiliates programme has been successful and shall continue until terminated in accordance with this Clause 12.
- Either party may terminate this Agreement forthwith on written notice if a receiver, examiner or administrator is appointed of the whole or any part of the other party's assets or the other party is struck off the Register of Companies in the jurisdiction where it was incorporated or an order is made or a resolution passed for winding up of the other party (unless such order or resolution is part of a voluntary scheme for the reconstruction or amalgamation of that party as a solvent corporation and the resulting corporation, if a different legal person, undertakes to be bound by this Agreement), if you are subject to bankruptcy proceedings, or if you are subject to any similar process or procedure to those described in this Clause 12.2 in any part of the world.
- Paddy Power may immediately suspend or terminate this Agreement upon notice to you: (a) where you materially breach any term of this Agreement and fail to remedy the breach (if remediable) within the time period specified by Paddy Power to remedy same; (b) in accordance with its rights set out in Clause 3.3, Clause 3.7, Clause 5.20, Clause 5.21 or Clause 7.4; or (c) where you are in breach of any warranty within this Agreement. Paddy Power reserves the right to withhold any amounts due to you in such circumstances (whether or not such amounts are generated by the breach).
- Paddy Power may suspend or terminate this Agreement at its discretion immediately upon notice if it considers that you are for any reason unsuitable to be an affiliate. Paddy Power shall not be required to disclose its reasoning in connection with any such suspension or termination. Where Paddy Power discloses its reasons for such suspension or termination, it may withhold and/or terminate any payments that otherwise may have been due to you.
- Either party may terminate this Agreement on delivery of seven (7) days' prior written notice to the other party.
- Termination of this Agreement shall not prejudice any rights of any party which may have arisen on or before the date of termination.
- Upon termination of this Agreement for any reason, you shall remove all of the Links and any other Marks or content owned, developed, licensed or created by Paddy Power and/or provided to you by Paddy Power in connection with this Agreement from your Site and all rights and licences granted to you in this Agreement shall immediately terminate.
- We shall be entitled to deduct from any payments due and payable to you, any such debts and liabilities due to Paddy Power, if any.
- For the avoidance of doubt, you shall not be entitled to any revenue share in respect of revenues generated by Customers following the termination of this Agreement.
- This Agreement (including your application form) contains the entire agreement between the parties with respect to its subject matter and supersedes all previous agreements and understandings between the parties with respect to its subject matter.
- You shall not assign or sub-contract any of your rights and/or obligations under this Agreement without Paddy Power's prior written consent.
- No delay, neglect, or forbearance on the part of either party in enforcing against the other party any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement.
- If any provision of this Agreement is held to be void or unenforceable in whole or part, the impugned provision (or part thereof) shall be deemed to be deleted from this Agreement and the remaining provisions (including the remainder of the affected provision) shall continue to be valid and applicable.
- Any notice given or made under this Agreement to Paddy Power shall be by email to email@example.com. Paddy Power shall send you any notices given or made under this Agreement to the email address supplied on your application form or such other email address as notified by you to Paddy Power.
- During the term of this Agreement, you may be entrusted with confidential information relating to the business, operations, or underlying technology of Paddy Power and/or the Paddy Power affiliate programme. You agree to avoid disclosure or unauthorised use of the confidential information to third persons or outside parties unless you have Paddy Power's prior written consent. You shall use such confidential information only for purposes necessary to further the purposes of this Agreement. Your obligations with regard to confidential information shall survive termination of this Agreement and you shall fully indemnify us for any losses we or any member of our Group suffers (directly or indirectly) in connection with your breach of this Clause 13.6.
- This Agreement shall be governed by and construed in accordance with the laws of Ireland and each party submits to the exclusive jurisdiction of the Irish Courts for the resolution of disputes hereunder.