Terms and Conditions

1.0 Agreement

This document (the "Agreement") sets out the terms and conditions agreed between us, Petfre (Gibraltar) Ltd (and whose trading address is at 5.2 Waterport Place, Gibraltar) ("Betfred", "we" "us" or "our" as applicable) and you (being the person set out on the relevant application form) ("you" or "your" as applicable), regarding your application to join (and if your application is successful, your membership of) our affiliate program and to promote the websites currently situated at www.betfred.com, mobile.betfred.com and any other Betfred owned website (each and all such websites to be referred to from hereon in as the "Betfred Site") and the creation of internet hyperlinks from your website(s) (the "Partner Site") to the Betfred Site (the "Links").

1.1 This Agreement replaces all previous terms and conditions for our affiliate program.

1.2 We may change all or any part of this Agreement at any time. Notice of any changes will be given by message to your email address 7 days in advance of any such changes. If you do not agree to the changes you should terminate this Agreement in accordance with its terms. We will publish details of any changes to the terms and conditions in clause 14 below. Your continued participation in our affiliate program after we have posted the changes will constitute binding acceptance of such changes.

2. Interpretation

2.1 In this Agreement (except where the context otherwise requires):

2.1.1 Clause headings are included for convenience only and shall not affect the interpretation of this Agreement; 2.1.2 the singular includes the plural and vice versa;

2.1.3 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

2.1.4 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.

3. Your Application

To become a member of our affiliate program you will need to accept these terms and conditions by ticking the box indicating your acceptance below and completing and submitting an online application form. The application form will form an integral part of this Agreement. 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 by email as to whether or not your application has been successful. If your application is rejected, you may reapply at another time. If your application is successful we will email to you the necessary instructions as to what you must do to include the Links on the Partner Site.

4. The Links

4.1 Throughout the Term, you shall prominently incorporate and continually display the most up to date Links provided to you by Betfred on the Partner Site in a manner and location agreed between you and us and you shall not alter the form, location or operation of the Links without Betfred' prior consent. If and when we approve your application, the Partner Site should display the appropriate Links within 4 weeks of being notified that you have been accepted. If you fail to so display the Links we may terminate this Agreement immediately on notice.

4.2 You agree to give Betfred your reasonable assistance in respect of the display, access to, transmission and maintenance of the Links.

4.3 You shall ensure that you do not place any Links on pages of the Partner Site aimed at persons under the age of 18 years.

4.4 In the event that you wish to place the Links on websites other than the Partner Site, you must first obtain Betfred' written consent.

4.5 Betfred has the right to monitor the Partner Site to ensure you are complying with the terms of this Agreement and you shall provide Betfred with all data and information (including, but not limited to, passwords) to enable Betfred to perform such monitoring at no charge.

4.6 If we discover that your use of any Link is not in compliance with the terms of this Agreement, we shall be entitled to take such measures as to render inoperative the Links used by you and to immediately terminate this Agreement 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 Betfred' trade marks or trade names from time to time or otherwise include the word "Betfred" or any variations of each thereof, or include metatag keywords on the Partner Site which are identical or similar to any of Betfred' trade marks or trade names from time to time or otherwise include the word "Betfred".

4.8 Neither you nor your direct relatives are eligible to become Customers (as defined below) and you shall not be entitled to any share of Net Revenue or any CPA Payments (or any other remuneration from Betfred) in relation to such relatives or friends. Direct relatives in this context shall include your spouse, partner, parent, child or sibling.

4.9 You shall indemnify on demand and hold harmless us 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 Betfred 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 the Partner Site to access the Betfred Site (e.g. by implementing any "rewards" programme for persons or entities who use the Links on the Partner Site to access the Betfred Site);

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 Betfred Site;

4.10.4 engage in transactions of any kind on the Betfred Site on behalf of any third party, or authorise, assist, or encourage any other person or entity to do so;

4.10.5 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;

4.10.6 other than providing the Links on the Partner Site in accordance with this Agreement and any promotion contemplated by clause 4.11, post or serve any advertisements or promotional content promoting the Betfred Site;

4.10.7 post or serve any advertisements or promotional content promoting the Betfred Site or otherwise around or in conjunction with the display of the Betfred Site (e.g., through any "framing" technique or technology or pop-up windows or pop-under windows), or assist, authorise or encourage any third party to take any such action;

4.10.8 attempt to artificially increase monies payable to you by Betfred;

4.10.9 cause the Betfred Site (or any page thereof) to open in a visitor's browser other than as a result of the visitor clicking on a Link on the Partner Site; or

4.10.10 attempt to intercept or redirect (including, without limitation, via user-installed software) traffic from or on any website that participates in our affiliate programme. 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 this Agreement and/or terminate this Agreement.

4.11 If you contact any of your users to promote the Betfred Site or the Links, you shall make clear in the body of any such communication that such communication is made without the knowledge or involvement of Betfred and that any complaint that the relevant user may wish to make should be addressed to you and not Betfred.

4.12 You shall at all times comply with the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, and any other related or similar legislation.

4.13 In any event, you shall inform users of the Partner Site ("Users"), via a privacy policy or other appropriate means, that tracking technology will be installed on the Users' hard drive when a User clicks on the Links. You shall provide Users with the opportunity to reject the installation of such tracking technology in accordance with Regulation 6 of the Privacy and Electronic Communications (EC Directive) Regulations 2003.

5. Betfred's Obligations

5.1 Betfred shall supply you with the Links for inclusion on the Partner Site and may update such Links from time to time.

5.2 Subject to you complying with Betfred' instructions with regard to tracking Customers accessing the Betfred Site via the Links on the Partner Site, Betfred shall use its best endeavours to ensure that whenever a Customer (as defined below in clause 6.3) links to the Betfred Site through the Links on the Partner Site and they subsequently place a bet with Betfred, the relevant Customer is identified as originating from the Partner Site. However, Betfred shall not be liable to you in any way if Betfred is unable to identify a Customer as originating from the Partner Site.

5.3 Betfred 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 6).

6. Payment

6.1 New applicants to the Affiliate Programme will automatically be paid on a Net Revenue share basis, (as defined below) and such monies shall be dealt with in accordance with clause 6.2. If you would prefer to receive CPA Payments (as defined below) then you should send an e-mail to l stating on what basis you would like the CPA Payments to be calculated and such requests will be dealt with on a case-by-case basis and monies shall be dealt with in accordance with clause 6.4.

6.2 If you receive a share of Net Revenue, then Betfred shall pay you (in accordance with the provisions of clause 6.6) the currently published percentage (as detailed on the commission page of your Betfred Affiliate account) of Net Revenues (as defined below) received during the Term (as defined below).

6.3 "Net Revenues" shall mean all gross monies received by Betfred from Customers through the Betfred Site less all of the following: (i) monies paid out to Customers as winnings; (ii) monies paid in the form of betting duties or taxes (or reasonable provisions in respect thereof) or other statutory deductions or payments to licensing authorities including without limitation the licensing charges of the British Horse Racing Board; (iii) charges levied by electronic payment or credit card organisations; (iv) bad debts; (v) monies attributed to fraud; (vi) returned stakes; (vii) provisions for transactions which are reversed by instruction from the card-holder's bank (commonly referred to as charge-backs); (viii) any monies received from Customers who bet with Betfred via a platform owned or operated by a third party; (ix) the cost of 'free bets' or 'free chips' provided to Customers as a promotional or marketing activity; (x) monies paid out to mobile platform operators. "Customers" shall mean visitors from the Partner Site who enter the Betfred Site via the Links and who provide registration information to Betfred (including without limitation the provision of a valid email address) and for whom Betfred opens an account and such visitor places a bet with Betfred and is not at that time an existing customer of Betfred.

6.4 If you receive CPA Payments, then Betfred shall pay (in accordance with the provisions of clause 6.6) a CPA Payment, as detailed on the commission page of your Betfred Affiliate account ("CPA Payments"), for each New Customer that places a qualifying bet on the Betfred Site, provided that Betfred receives full payment in respect of such bet and such bet is not placed using any 'free bet' or other promotion provided by Betfred to such Customer.

6.5 Betfred shall provide you with statements accessible through the website at "http://partners.betfredaffiliates.com" (the "Betfred Affiliates Website") detailing the number of Customers and your share of Net Revenues and/or CPA Payments (as appropriate), if any, which have accrued to you over the course of the calendar month. Such statements shall be updated daily. At the end of a calendar month, Betfred shall record your total share of Net Revenues and/or CPA Payments (as appropriate), if any, during the previous calendar month ("Revenue Share"). In the event that a Revenue Share in any calendar month is a negative amount, Betfred shall be entitled but not obliged to carry forward and set off such negative amount against future Revenue Shares which would otherwise be payable to you. However Betfred shall also be entitled but not obliged to zero the negative balance that would otherwise be carried forward. If a Revenue Share does not exceed $50, Betfred shall be entitled to withhold and carry forward such sum until the end of the first calendar month in which the Revenue Share (including such carried forward sum) exceeds $50, at which time payment shall be made in accordance with clause 6. 6. For the avoidance of doubt, you will only receive a payout when there is a positive balance and it is greater than $50 in any given month.

6.6 Subject to clause 6.5, at the end of a calendar month, the Revenue Share (or CPA Payments if applicable) payable by Betfred to you shall be automatically raised and paid out (in accordance with clause 6.5) within 30 [SG1] days of the end of the relevant calendar month. Such Revenue Share shall be paid in US Dollars.

6.7 If an error is made in the calculation of your share of the Revenue Share, Betfred reserves the right to correct such calculation at any time and to reclaim from you any overpayment made by Betfred to you (including, without limitation, by way of reducing future payments which might otherwise be due to you from us from time to time).

6.8 Net Revenues received in currencies other than US Dollars shall be converted in accordance with Betfred' standard currency exchange policy.

6.9 If, in Betfred’s sole opinion , we suspect any Fraud Traffic has derived from your acts or omissions, we may withhold payment to you of monies due in accordance with this Agreement while we investigate the relevant transactions. Betfred are not obliged to pay you any monies during this period for any Customers who, in our sole opinion, are in any way related to the suspected Fraud Traffic, and we reserve the right to recalculate payments made to you in in light of any such Fraud Traffic. For the avoidance of doubt, if any such Fraud Traffic occurs as a result of your acts or omissions, it shall be considered a material breach of this Agreement and we will be entitled to terminate your membership of the Affiliate Program immediately without notice or liability to you.

7. Intellectual Property

7.1 Betfred grants you a non-exclusive and worldwide licence to display the Betfred brand features and related content (the "Betfred Content") during the Term solely for the purposes of the display of the Links by you on the Partner Site as set out in this Agreement and in accordance with Betfred' guidelines as may be provided to you from time to time. All intellectual property rights and any goodwill arising in the Links and in all betting products, associated systems and software relating to the services provided by Betfred to its customers from time to time shall remain the property of Betfred. You are not permitted to use the Betfred Content in any way that is detrimental to Betfred or the reputation or goodwill of Betfred. You are not permitted to alter or modify in any way the Betfred Content without the express prior written consent of Betfred.

7.2 You agree that the Partner Site shall not resemble in any way the look and/or feel of the Betfred Site, nor will you create the impression that the Partner Site is the Betfred Site (or any part thereof).

8. Warranties

8.1 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.

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 this Agreement and that you fully comply with, and shall continue to fully comply with, all applicable laws and regulations.

8.3 You represent, warrant and undertake that the Partner Site shall contain no material which, in our sole opinion, is defamatory, pornographic, unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable or discriminatory, violent, politically sensitive or otherwise controversial or in breach of any third party rights and shall not link to any such material.

8.4 You warrant that you shall at all times comply with the provisions of the Data Protection Act 1998, the Privacy and Electronic Communications (EC Directive) Regulations 2003, and any other related legislation and you shall indemnify on demand and hold harmless Betfred 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 liabilities suffered or incurred, directly or indirectly, by Betfred in consequence of any breach by you of this warranty.

9. Disclaimer

We make no representation that the operation of the Betfred Site will be uninterrupted or error-free and we will not be liable for the consequences of any interruptions or errors.

10. Indemnity

You (the "Indemnifying Party") shall indemnify on demand and hold harmless Betfred and each of Betfred' 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 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 Agreement.

11. Exclusion of Liability

11.1 Nothing in this clause 11.1 shall limit Betfred's liability for death or personal injury resulting from Betfred' negligence or for fraud.

11.2 Betfred 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 Agreement, or any other matter under this Agreement.

11.3 The liability of Betfred shall not, in any event, exceed the sum of the total monies paid by Betfred to you over the 12 month period preceding the date on which such liability accrued.

12. Term and Events of Default

12.1 This Agreement shall start on the date that we notify you that your application has been successful in accordance with clause 3. This Agreement shall continue thereafter unless and until terminated in accordance with clauses 12.2 or 12.3 (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 this Agreement 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 Agreement on delivery of four weeks' prior written notice to the other party.

12.4 If you do not deliver 1 new customer registration within a period of three months (billed months) we may terminate this Agreement 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 this Agreement at any time and for any reason immediately by delivery of written notice to you.

12.7 The parties shall have no further obligations or rights under this Agreement after the end of the Term, without prejudice to any obligations or rights which have accrued to either party at the time when the Agreement ends save that clauses 1, 2, 4.7, 4.12, 8, 9, 10, 11, 12.7, and 13, together with those other clauses the survival of which is necessary for the interpretation or enforcement of this Agreement, shall continue to have effect after the end of the Term.

13. General

13.1 This Agreement constitutes the entire Agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this Agreement. Each of the parties acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, 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 Agreement or not) other than as expressly set out in this Agreement. 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 Agreement, 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 Barclays Bank Plc.

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 Agreement 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 the prior written consent of the other party assign at law or in equity (including without limitation by way of a charge or declaration of trust), sub-license or deal with this Agreement or any rights under this Agreement, or sub-contract any or all of its 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 this Agreement 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 this Agreement which shall remain in full force and effect.

13.6 Any notice given or made under this Agreement to Betfred shall be by email to the relevant email Affiliates Manage. Betfred 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 Betfred. 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 Agreement 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 this Agreement 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 this Agreement expressly provides that a third party may in his own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

13.11 The validity, construction and performance of this Agreement (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 law of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the English courts over any claim, dispute or matter arising under or in connection with this Agreement or its enforceability.

13.12 In case of any discrepancy between the meanings of any translated versions of this Agreement, the meaning of the English Language version shall prevail.