TERMS AND CONDITIONS OF BUSINESS
These Terms and Conditions will apply to all Affiliates who register on the Website to participate in Affiliate Programmes available on the Network.
DEFINITIONS AND INTERPRETATION
In these Terms and Conditions:
“Affiliate” means you, the person who registers on the Website.
“Affiliate Guidelines” means the best practice guidelines for Affiliates published by BGO Entertainment Limited (covering www.bgo.com, www.powerspins.com and/or any subsequent casino brands launched by BGO Entertainment Limited or under any of BGO Entertainment Limited’s gambling licences) from time to time, and includes but is not limited to the guidelines set out in the ‘Affiliate Guidelines’ section of these terms and conditions and the ‘UK Marketing and Advertising Rules for Affiliates’ which can be found at www.bgobuddies.com/compliance.
“Affiliate Management Area” means the reporting interface available on the Website.
“Affiliate Programme” means any Affiliate programme available on the Network and where the context admits shall include the provisions described or contained in the Operator’s terms and conditions.
“Affiliate Site” means the Affiliate’s website, blog, forum, voucher code, email list or other mechanism or method designed or intended to refer Customers to Operators.
“Agreement” means the contract between BGO Entertainment Limited (covering www.bgo.com, www.powerspins.com or/and any subsequent casino brands launch under the BGO Entrainment Licence) and the Affiliate of which these Terms and Conditions shall form an integral part.
“Approved Transaction” means the first purchase of services or other Customer-initiated action as specified in the Affiliate Programme.
“Code” means the code of best practice on the use of online voucher codes, as amended from time to time, published by the Advertising Standards Authority: (https://www.asa.org.uk/type/non_broadcast/code_section/16.html)
“Commencement Date” means the date on which BGO Entertainment Limited gives notice to the Affiliate that registration on the Website has been successful.
“Commission” means the fees due to Affiliate in accordance with this Agreement.
“Competent Authority” means any governmental, judicial or regulatory authority having jurisdiction over this agreement, any of the parties hereto or any activity of any of the parties hereto.
“Confidential Information” means the Agreement and all communications, materials and information, whether written, electronic, visual, or oral supplied to or obtained by either party from the other pursuant to the Agreement.
“CPA = Commission Per Acquisition”. The commission paid per depositing player referred by an Affiliate/publisher. The network will set the CPA and reserves the right to change this periodically to fot the commercial needs of the network or individual merchant. All Affiliates/publishers will be informed of any CPA changes at least five (5) working days before changes come into effect.
“Net Revenue” is defined as fundings (purchases) minus payouts, bonuses, chargebacks, license fees and taxes where applicable.
“Customer” means a client, customer, player or user referred by the Affiliate to an Operator via the Link.
“Fraud Traffic” means deposits or transactions generated from Customers through illegal means or in bad faith regardless of whether or not it actually causes damage to BGO Entertainment Limited or an Operator.
“Intellectual Property” means proprietary rights in all intellectual property whether registered or not including, without limitation, trademarks, trading, business or domain names, email addresses, copyrights (including any such rights in websites or software), rights in databases and all other intellectual property rights of a similar or corresponding character, which subsist now or in the future in any part of the world.
“BGO Entertainment” means BGO Entertainment Limited a company incorporated in Alderney whose registered office is at Inchalla, Le Val, Alderney, GY9 3UL.
“Link” means the link BGO Entertainment supplies to the Affiliate for inclusion on the Affiliate Site which when clicked on by a Customer identifies that the Customer has been referred by the Affiliate and the relevant Affiliate Programme.
“Network” means the BGO Entertainment Limited Affiliate network operated via the Website.
“Operator” means any provider of remote gambling services whose Affiliate Programme is available on the Network.
“Website” means the website bgobuddies.com and such other linked or associated websites operated by BGO Entertainment for the promotion of Affiliate Programmes which the Affiliate may advertise and market to Customers via the Affiliate Site.
Words importing one gender include all other genders and words importing the singular include the plural and vice versa.
REGISTRATION, IDENTITY VERIFICATION AND COMMENCEMENT
The Affiliate shall apply to join the Network by completing the registration form on the Website.
Completion and submission of the registration form shall signify the Affiliate’s acceptance of these Terms and Conditions and any amendments thereto made by BGO Entertainment from time to time and published on the Website. After the submission of the registration form, BGO will run a verification of the Affiliates identity based on the information provided by the Affiliate and by obtaining further information from public and other data sources. The Affiliate agrees to provide BGO with any supporting documents, which BGO may further request, both during the registration process and on an on-going basis as required, for the purposes of Customer Due Diligence. Supporting documents required may include (but are not limited to), any or all of the following:
For Individuals: Valid Photo Identification such as: a copy of a valid passport or driving licence. Valid Proof of Address such as: copy of a utility bill , letter of reference from the individuals bank or a copy of a bank statement; not more than 3 months old.
For Companies: a copy of the company’s certificate of incorporation; register of Members & Shareholders, articles of association (or equivalent document); duly approved corporate resolution; certificate of good standing; power of attorney; and information regarding the identity of the beneficial owners and directors of the company.
The Affiliate agrees and acknowledges that BGO Entertainment Ltd. (covering www.bgo.com, www.powerspins.com or/and any subsequent casino brands launch under the BGO Entrainment Licence) has the right to withhold any payments if such supporting documents are not provided in a timely manner;
The acceptance or rejection of the Affiliate’s application to join the Network shall be determined by BGO Entertainment at its sole discretion.
If accepted the Agreement shall commence on the Commencement Date and shall continue until terminated in accordance with these Terms and Conditions.
On the Commencement Date BGO Entertainment shall create an Affiliate Management Area for Affiliate.
AFFILIATE PROGRAMMES AND CUSTOMER TRACKING
BGO Entertainment shall notify the Affiliate of the availability of Affiliate Programmes from time to time by email and by notices posted on the Affiliate Management Area.
The Affiliate may apply to join any Affiliate Programme by following the instructions posted on the Affiliate Management Area.
The acceptance or rejection of the Affiliate’s application to join an Affiliate Programme shall be determined by BGO Entertainment and the Operator at their sole discretion.
If accepted the Affiliate shall be bound by any additional conditions which the Operator may impose from time to time and which will be posted on the Affiliate Management Area.
On acceptance BGO Entertainment shall create and supply a Link to enable BGO Entertainment and the Operator to track Customers referred by the Affiliate.
The Affiliate shall place the Link on the Affiliate Site and shall maintain, operate and update the Link in accordance with BGO Entertainment’s instructions.
The Affiliate accepts and acknowledges that any delay or failure to place, maintain, operate or update the Link in accordance with BGO Entertainment’s instructions may result in referred Customers not being identified and no Commission shall be payable in respect of such unidentified referrals.
COMMISSION AND PAYMENTS
Commission shall be paid to the Affiliate at the agreed rate as per the tiered commission structure for each Customer who completes an Approved Transaction.
Payment of Commission shall either be in Sterling or in the currency of the Approved Transactions in which event BGO Entertainment shall pay the foreign currency equivalent of the agreed rate as per the tiered commission structure at the best exchange rate that BGO Entertainment is able to obtain on the date of payment.
The Affiliate shall remain responsible for all bank charges on Commission payments whether in respect of electronic transfers, foreign currency exchange commission, correspondent bank charges, cancelled cheques or otherwise.
BGO Entertainment shall pay Commission on a monthly basis and shall endeavour to do so within 15 days of the end of the month in which the Approved Transaction is completed.
Payment of Commission shall be made by electronic transfers to a bank account or accounts of the Affiliate’s choice but BGO Entertainment shall not be responsible for late payments arising from the Affiliate’s failure to provide accurate or sufficient account information or for any other cause beyond BGO Entertainment’s reasonable control.
No Commission shall be payable in respect of Fraud Traffic or as a result of other unethical or illegal activities and BGO Entertainment shall be entitled to reclaim Commission arising from Fraud Traffic or to deduct and set-off such Commission against future Commission payments.
Affiliates promoting BGO Entertainment brands will receive commission per deal agreed for each specific brand. Affiliate is eligible to receive revenue share commission for any new referred player to any of BGO Entertainment brands which is a result of his marketing efforts when referral is made by the means of his unique tracking code. In the event that an affiliate refers a player who has already registered an account to another website in our network, he/she won’t get paid a CPA for that referral. For clarity, any CPA reward for an individual player will only be paid once which will be on the BGO Entertainment brand on the network the player joined first.
The Affiliate shall be responsible for all taxes payable in respect of the Commission.
BGO Entertainment does not pay VAT on Commission (Alderney is not within the EU Customs Union). If the Affiliate wishes or is required to issue invoices to BGO Entertainment such invoices shall be zero-rated for VAT purposes.
No commission will be payable for revenue generated from player accounts that BGO Entertainment deem to be fraudulently “linked” to the Affiliate account in any way. This includes staff, family members, agents and associates of the Affiliate and any related entity. If BGO Entertainment deem the linked account activity to be fraudulent, we reserve the right to withhold funds from both Affiliate and player accounts.
BGO Entertainment reserves the right to set limits for a minimum level of activity on Affiliate's account aimed to stimulate consistency in the affiliate activity and to encourage affiliate sending new referrals. Such minimum activity levels will be continuously reviewed and BGO Entertainment reserves the right to cancel any bespoke deals reverting to the standard revenue ladder if an affiliates fails to deliver referrals at the agreed level. Any bespoke commission structures (reward plans) are subject to revision based on performance. Bgobuddies reserves the right to revise or terminate any Hybrid or CPA deal based on affiliate's performance or if agreed exposure plan is not sustained by the affiliate.
The minimum payment is £100 GBP per month. If it is under £100, commission will be rolled over until £100 is exceeded.
The Affiliate’s monthly payable balance of Commission is automatically reset to £0.00 at the beginning of each calendar month, to ensure that no negative balances are carried forward.
If in any given month a Customer generates a negative Net Revenue of at least £5,000 he/she will be deemed to be, for the purposes of this section, a ‘High-Roller’.
The negative Net Revenue generated by the High-Roller will be carried forward and offset against future Net Revenue generated by that High-Roller;
The negative balance carried forward cannot be set-off against other Customer’s Net Revenue;
The negative balance of a High-Roller will be reduced by future positive Net Revenue that they generate in subsequent months;
A negative balance will not be increased by future negative Net Revenue unless the High-Roller meets the qualifying criteria in subsequent months.
The affiliate will be able to view all adjustments in order to track the High-Roller Player’s net breakeven point. Adjustments will be made at the end of each calendar month based on the cumulative revenue for the month running to protect the Affiliate’s income from revenue generated from other Players in the same month.
INTELLECTUAL PROPERTY RIGHTS
BGO Entertainment and the Affiliate grant to each other non-exclusive, revocable, royalty-free licences to have reasonable use of their respective Intellectual Property for the purposes of this Agreement subject to approval on all external marketing materials.
To the extent that it is able to do so BGO Entertainment also grants to the Affiliate a non-exclusive, revocable, royalty-free licence to have reasonable use of the Operator’s Intellectual Property for the purposes of each Affiliate Programme.
The licences granted in these Terms and Conditions are intended to allow BGO Entertainment and the Affiliate to have reasonable use of Intellectual Property for the purposes of operating the Network but the Affiliate shall not describe itself as being associated with BGO Entertainment or an Operator in any circumstances without the prior written approval of BGO Entertainment.
Nothing in these Terms and Conditions shall operate to transfer any interest or ownership of Intellectual Property and the Affiliate shall only use the Intellectual Property during the continuance of this Agreement.
WARRANTIES AND INDEMNITY
BGO Entertainment and the Affiliate each represents, warrants and undertakes one to the other that:-
It has the full right, power and authority to enter into the Agreement;
Entering into the Agreement and performance of its obligations and duties under it will not breach any agreement to which it is a party or by which it is otherwise bound; and
The use of its Intellectual Property will not infringe the intellectual property or other rights of any third party. The Affiliate represents, warrants and undertakes to BGO Entertainment that:
a) all information and data supplied by the Affiliate to BGO Entertainment, Operators, Customers and any other party through or in connection with the Agreement shall be correct, accurate and not misleading;
b) the Affiliate and the Affiliate Site shall comply with the Code and the Affiliate Guidelines as amended or supplemented by BGO Entertainment from time to time;
c) the Affiliate, the Affiliate Site and the Affiliate’s activities in connection with the Network and any Customers’ data shall comply with any and all applicable laws, regulations, codes of conduct in force from time to time as amended, re-enacted, extended or consolidated by any Competent Authority;
e) The Affiliate acknowledges and agrees that the Network is provided on an ‘as is’ basis and that BGO Entertainment does not give any warranty in relation to availability or uptime, nor that the Network or Website will be suitable for the Affiliate’s particular requirements or will result in any particular level of income or business to the Affiliate.
BGO Entertainment represents, warrants and undertakes to the Affiliate that it shall use reasonable endeavours to provide accounting support services to the Affiliate in accordance with good industry practice.
The Affiliate hereby undertakes to indemnify and keep indemnified BGO Entertainment and the Operators (together with their directors, employees and agents) fully and effectively against any and all costs, claims, expenses and liabilities (including reasonable legal fees) arising from a result of:
a) Any breach of the warranties contained in these Terms and Conditions;
b) Any contaminated file, virus, worm or trojan horse originating or sent from the Affiliate Site.
The Affiliate may terminate the Agreement at any time by giving not less than one month’s written notice to BGO Entertainment.
BGO Entertainment may terminate the Agreement at any time by giving not less than one month’s written notice or immediately and without notice if the Affiliate breaches any of the warranties contained in these Terms and Conditions or otherwise engages in unethical or illegal activities.
On termination of the Agreement for any reason the Affiliate shall cease using all Intellectual Property belonging to BGO Entertainment or the Operators and BGO Entertainment shall be relieved of all further liability, duties and obligations to the Affiliate (including, without limitation, any payment obligation).
For the avoidance of doubt the Affiliate shall be entitled to Commission on Approved Transactions completed in the calendar month immediately preceding the date of termination of the Agreement but shall not be entitled to any Commission, compensation or any other form of payment in respect of any period thereafter or during any period of suspension, whether or not the suspension is lifted or if the Affiliate subsequently re-joins the Network.
Notwithstanding above mentioned agreement clauses, BGO may immediately terminate this Agreement if it determines, at its sole discretion:
– that there are doubts in respect of the Affiliate’s true identity and that the Affiliate is unable to provide BGO with appropriate identification to effectively verify the Affiliate’s identity;
– that any fraud has taken place or is contemplated by the Affiliate or any of its customers;
– that any of the Affiliate’s activities pose a risk to the integrity of BGO or to prejudice BGO’s compliance with the Licensing Objectives and/or its licence;
– that the Affiliate’s site is directed at those aged below 18 years and/or deliberately targets vulnerable persons or problematic gamblers;
– that the Affiliate’s site violates the intellectual property rights (including BGO’s);
– that the Affiliate site violates any applicable laws and/or applicable advertising code of practice;
LIMITATION OF LIABILITY
Except as specifically provided in the Agreement the remedies of the parties (whether in contract, tort, by statute or otherwise, howsoever) against each other for any breach of their respective obligations or warranties hereunder shall be limited to damages.
Nothing herein shall limit or exclude the liability of the Affiliate for loss or damage due to or arising from death, personal injury or fraudulent misrepresentation.
BGO Entertainment’s maximum liability to the Affiliate for direct losses arising from BGO Entertainment’s breach of any provision of the Agreement shall not exceed the Commission received or due to the Affiliate in the three months prior to the event which gave rise to liability and subject as aforesaid BGO Entertainment shall not be liable to the Affiliate for loss of profits, or indirect, incidental or consequential damages incurred as a result of or in connection with the Agreement whether arising out of breach of contract, negligence or howsoever.
BGO Entertainment shall not be liable for or be considered in breach of the Agreement on account of any delay or failure to perform as a result of any causes or conditions which are beyond BGO Entertainment’s reasonable control.
DISPUTES AND NOTICES
The Affiliate shall in the first instance refer queries, complaints and bona fide disputes to the Affiliate’s account manager nominated from time to time by BGO Entertainment and shall use all reasonable endeavours to resolve any such dispute.
If no such resolution occurs within 30 days of such referral disputes shall be referred to a director or senior manager of BGO Entertainment who will endeavour to resolve any such dispute within a further 30 day period.
Any notice given under the Agreement shall be in writing and may be delivered by hand or sent by courier, pre-paid registered post or by fax transmission (in which case it shall be deemed to be delivered on proof of delivery or confirmation of successful fax transmission) but notices shall also be considered delivered immediately on transmission if sent by email to the email address supplied by the recipient to the sending party or if posted on the Affiliate Management Area by BGO Entertainment.
BGO Entertainment may notify the Affiliate of updates or amendments to these Terms and Conditions by email or via the Affiliate Management Area.
Both the Affiliate and BGO Entertainment shall take reasonable steps to prevent unauthorised disclosure of Confidential Information (including by employees or agents who have access to such Confidential Information) during the continuance of the Agreement and thereafter without limitation in time.
Notwithstanding the foregoing, either party may disclose Confidential Information without the consent of the other party to the extent such disclosure is required by law or demanded by a Competent Authority.
Both parties may disclose that the Affiliate is a member of the Network subject to the Affiliate first seeking BGO Entertainment’s approval of any publicity materials, such approval not to be unreasonably withheld or delayed.
Failure of either party to insist upon or enforce strict performance by the other party of any provision of the Agreement or to exercise any right under the Agreement shall not be construed as a waiver of such party’s right to assert or rely upon any such provision or right in that or any other instance.
These Terms and Conditions comprise the entire Agreement between the parties and supersede all prior agreements, statements, and representations. Any addition or amendment to the Agreement shall be in writing.
Other than expressly provided for in these Terms and Conditions a person who is not a party to the Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms and Conditions but that shall not affect any right or remedy of a third party which exists or is available apart from that Act.
The Affiliate shall not assign the Agreement or any right, interest or obligation under it without BGO Entertainment’s prior written consent. BGO Entertainment may assign the Agreement or any of its rights, interests or obligations thereunder to any third party as BGO Entertainment shall see fit.
If there is any inconsistency between these Terms and Conditions and the terms and conditions of an Affiliate Programme these Terms and Conditions shall prevail.
The Affiliate shall be an independent contractor and shall have no right to bind BGO Entertainment or any Operator to any agreement with a third party nor to represent itself as an agent or partner incur any obligation or liability on behalf of BGO Entertainment or any Operator.
The Agreement shall be governed by English law and the parties irrevocably submit to the non-exclusive jurisdiction of the English Courts.
LEGAL AND REGULATORY COMPLIANCE
The Affiliate must not market BGO Entertainment’s brands or services in a manner which is in violation of applicable Alderney and UK laws, regulations, conditions and codes of conduct set out by the UK Gambling Commission, and other relevant regulatory bodies.
In particular, the Affiliate shall comply with all laws, regulations and industry practices applicable to online advertising and the marketing of online gambling sites, including but not limited to:
a) the UK Gambling Act 2005;
b) the Licence Conditions and Codes of Practice issued by the UK Gambling Commission;
c) the CAP Code issued by the Advertising Standards Authority;
d) the IGRG Industry Code for Socially Responsible Advertising, and
e) the PECR Regulations issued by the Information Commissioner’s office.
In addition, the Affiliate shall comply with the advertising codes of practice which apply to the form and media in which they advertise the gambling services. The Affiliate shall ensure that all marketing, advertising and promotions include reference to the terms and conditions in accordance with rules 3.9 and 8.18 of the CAP code, and Social Responsibility Provision 5.1.7 of the LCCP, and the wording set out below:
The Affiliate agrees that all activities undertaken in connection with BGO Entertainment’s Affiliate programme will uphold the highest ethical standards, including but not limited to the licensing objectives set out in the Gambling Act 2005:
a) preventing gambling from being a source of crime or disorder, being associated with crime or disorder or being used to support crime;
b) ensuring that gambling is conducted in a fair and open way; and
c) protecting children and other vulnerable persons from being harmed or exploited by gambling.
If the Affiliate is in any doubt at all about whether his marketing methodology or materials adhere to these rules, then he/she must seek prior approval from the Affiliate team at BGO Entertainment BEFORE engaging in the marketing activity.
The Affiliate may only use marketing materials either provided by BGO Entertainment via its Affiliate programme or approved by BGO Entertainment’s Affiliate team, and will not alter the appearance, design and content of approved Banners, text links and promotional emails unless it obtains written authorisation from BGO. For removal of any doubt the Affiliate may only use marketing materials that have been approved by the Affiliate management team and that are fully compliant with the legal and regulatory requirements set out by the UK Gambling Commission.
The Affiliate will not utilize direct marketing to any potential or existing customers whatsoever within Great Britain. For the sake of clarity, it is expressly stated that the term “direct marketing” refers specifically to marketing via email and/or sms.
The Affiliate shall be expressly prohibited from advertising any of bgobuddies casinos on free-to-play (demo play) versions of real money games without first conducting an appropriate age verification process approved by bgobuddies (which, at the minimum, must include an electronic verification against a third party database, such as technology platforms of all the UK mobile network operator’s (MNO’s) or the Electoral Roll).
Again if the Affiliate is in any doubt, they must immediately contact the Affiliate team at BGO Entertainment before engaging in any marketing activity on their behalf. In case the Affiliate violates above mentioned agreement clauses, BGO has the extraordinary right to terminate the contract immediately. The Affiliate warrants to provide such information as BGO may reasonably require in order to enable BGO to comply with information reporting and other obligations to all relevant regulatory bodies, including but not limited to the UK Gambling Commission, the Alderney Gambling Control Commission, the Advertising Standards Authority, and the Information Commissioner’s Office.
The Affiliate must ensure that when marketing BGO Entertainment’s brands or services they ensure that they link to the brand homepage, product vertical homepage (such as bgo.com/casino) or landing pages provided. The Affiliate must no longer use direct links to the registration page as this is no longer compliant.
a) The Affiliate shall not engage in any fraudulent, unethical or unlawful activity, or any activity which is not transparent to BGO Entertainment or not in the best interests of BGO Entertainment, Operators or Customers, or any activity which is in breach of relevant laws and regulations
s)All advertorial, pre-sell, and native content must adhere to specific compliance terms which will be provided by their Affiliate Managers. Failure to do will lead to closure of the account. Affiliates details will also be passed on to CAP, UKGC, ASA and any other relevant bodies or organisations.
FINAL REVISION 29 AUGUST 2019