Terms & Conditions
MiFinity Affiliates Agreement
MiFinity Affiliates Agreement
Please read this Agreement carefully before you accept it. It is very important that you read and understand the terms and conditions below (the “Agreement”), which, once accepted set forth a legally binding agreement between (i) yourself (the “Affiliate”; “ you” or “your”), as the individual or entity who completed and submitted the Affiliate signup form; and (ii) MiFinity Malta Limited, a private limited liability company registered and incorporated in Malta with company registration number C 64824 and its registered office situated at Level 3 (Suite 2507) Tower Business Centre, Tower Street, Swatar, Birkirkara BKR 4013, Malta (“ MiFinity”; “we”; “us”; or “our”), licensed by the Malta Financial Services Authority (“MFSA”) as an electronic money institution under the Financial Institutions Act, Chapter 376 of the laws of Malta. This Agreement regulates the relationship between you and us in respect of our Program (as defined below).
By applying to become a member of our Program, you represent, warrant and confirm to MiFinity Malta Limited, confirm that you are:
a) legally capable, and of the legal age required in your jurisdiction, to enter into and perform this Agreement;
b) over eighteen (18) years old (or the legal age of consent for gambling in your jurisdiction of residence, if older than eighteen (18));
c) if you are entering into this Agreement on behalf of a company or other legal entity, (a) such legal entity is duly organised and validly existing under the applicable laws of the jurisdiction of its organisation; and (b) you have the right, authority, and capacity to do so and to bind such entity to this Agreement, and in which case the terms the “Affiliate”, “you” or “your” shall herein refer to such entity;
d) not under any legal disability with respect to, and are not subject to any law, regulation, sanction or court order, that prevents either you from entering into these Agreement or your performance according to this Agreement;
e) on behalf of yourself and/or as an authorised representative of the entity in whose name this Agreement is being entered into, as applicable, you accept and agree to be legally bound by all of the terms and conditions in this Agreement in their entirety
f) complying with MiFinity Anti-Bribery and Corruption Policy (as defined below); and
g) providing information in the Affiliate Signup Form which is true, complete and correct and that you shall notify MiFinity immediately of any change in the information provided in the Affiliate signup form. If you are creating an account on behalf of a company you must ensure you have full power and authority to do so and accept the program terms and conditions.
If you do not agree with any of the terms of this Agreement, or you are not authorised to agree with them on a legally binding basis, or you are (or would be) ineligible to become a member of our Program for any of the reasons set out in this Agreement, you should not continue with your application.
1. Definitions and Interpretations
In this Agreement the following words and phrases shall have the meaning stated below:
‘Agreement’ means this MiFinity Affiliates Agreement which is accepted on the signup form, together with, where applicable, any other terms agreed in writing between you and us in relation to the Program from time-to-time;
‘Affiliate’ means any individual or Affiliate which has signed up for an account and plans to promote MiFinity. This individual or Partner has agreed to submit all necessary documents and follow all procedures in the Program;
‘Affiliate Account’ means account the Affiliate has with us, which may be used by the Parties for the Affiliate to receive the Commission;
‘Affiliate Services’ shall refer to the Affiliate’s obligations listed in clause 4.3 of this Agreement;
‘Affiliate Site’ means, collectively, your owned and/or controlled website(s), mobile app(s) and/or any other marketing channel used by you to direct traffic to the Site(s) as approved by us in advance in writing;
‘API’ means the Site’s application programming interface;
‘Applicable Law’ means any: (a) statute, statutory instrument, by-law, order, directive, treaty, decree or law (including any common law, judgment, demand, order or decision of any court, regulator or tribunal), including all consumer laws; (b) rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body ; and/or (c) industry code of conduct or guideline, in any case which apply to us and/or to you and/or which relate to the activities of the parties under this Agreement;
‘Brand’ means, but is not limited to “MiFinity” brand and includes any and all of the Intellectual Property from time-to-time incorporated in, associated with or derived from such brand (including without limitation all Brand Content);
‘Brand Content’ means the graphical artwork or text containing or referencing the Brand, which are made available by us to you, that you may use to connect users to our Sites from the Affiliate Site;
‘Commission’ means the amounts due to you from us, calculated in accordance with the terms of this Agreement and as displayed to you on your Affiliate Account;
'Confidential Information’ means all knowledge, information or materials of whatever nature and in whatever form (whether oral or written) relating to the disclosing party or its business and made available or provided by or on behalf of the disclosing party to the recipient party and all analyses and other documents prepared by or for the recipient party which contain or otherwise reflect any such information. It includes any and all proprietary technology and products (including inventions whether patentable or not), including but not limited to technical data, trade secrets, know-how, improvements and designs, and business or financial statements and projections;
‘Control’ means the possession, directly or indirectly, of the power to manage the assets of and/or determine or cause the determination of the conduct of affairs of an entity, be it through the ownership of voting securities, by contract, agency or otherwise, which power shall in any case be deemed to exist by the possession, directly or indirectly, of either (i) the right to exercise (or the factual exercise of) more than 50% of all the votes exercisable at a general meeting of shareholders; or (ii) the right to appoint or cause the appointment of a majority of the members of the board of directors, or (iii) the right or ability to manage all (or substantially all) of the funds or assets of such entity (and the terms “Controlling”, “Controlled by”, “under Common Control with” and “Change of Control” shall be construed accordingly).
‘Data Protection Regulations’ means (i) all data protection legislation from time to time in force in Malta, including the Data Protection Act (Cap. 586 of the laws of Malta) and any and all subsidiary legislation made under that same act, (ii) the General Data Protection Regulation ((EU) 2016/679) (“GDPR”), (iii) all other legislation and regulatory requirements, including EU legislation in force from time to time which apply to a Party relating to the use of personal data (including, without limitation, the privacy of electronic communications) and (iv) the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a Party; in each case as may be amended, supplemented or replaced from time to time;
‘Fraud’ means any form of fraud committed by you and/or a Referred Customer, which in our sole opinion, is deliberately performed by you and/or a Referred Customer to secure a real or potential unfair or unlawful gain;
‘Group’ means MiFinity Malta Limited, and any of its direct or indirect holding companies and any direct or indirect subsidiaries of such holding companies and for these purposes ‘group company’ ‘holding company’ and ‘subsidiary’ shall have the meanings attributed thereto by the Companies Act, Chapter 386 of the laws of Malta;
‘Intellectual Property’ means any and all intellectual property rights of all types or nature whatsoever owned by MiFinity, including, without limitation, patent, copyright, design rights, trademarks, trade dress, database rights, applications for any of the above, moral rights, know-how, trade secrets, domain names, URLs, trade names, or any other intellectual or industrial property rights (and any licenses in connection with any of the same), whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world and for the full duration of all such rights including all renewals and extensions thereof;
‘Links’ means the adverts, hyperlinks, banners, text, RSS feeds or other promotional material, which may include the Brand Content, that have been provided or otherwise made available to you by us and/or pre-approved by us and which are placed on the Affiliate Site linking and directing traffic to the Site(s), as may be updated from time to time;
‘Marketing Guidelines’ means the parameters set by MiFinity which each Affiliate must follow, as set out in clause 4 of this Agreement;
‘MiFinity Anti-Bribery and Corruption Policy’ refers to the anti-bribery and corruption policy listed here :
‘Net Fee Revenue’ means the net transaction fees earned from the Customer Accounts of Referred Customers, [excluding, transaction fees in relation to payments made using: rebates, reversal costs, chargeback costs, administration fees and any other applicable fees as agreed between MiFinity and the aforementioned merchant. Net Fee Revenue shall exclude all credits and rewards (including but not limited to cashbacks) to accounts of Referred Customers];
‘Non-Serviced Countries’ refers to the countries which are not accepted listed here :
‘Partner’ means the entity who has signed up to become an Affiliate and follow the Program;
‘Prohibited Activity’ shall refer to the activities listed in clause 8 of this Agreement;
‘Program’ refers to MiFinity Program wherein the Affiliate agrees to promote MiFinity by including the Links on the Affiliate Site;
‘Regulator’ means any governmental, judicial or regulatory body with regulatory control, authority, or jurisdiction over us or you or any activity conducted by us or you (including any gambling authority or data protection regulator);
‘Referred Customer’ means a User who has entered one of the Site(s) via the Links and who: (a) has registered to open an account with us in respect of the relevant Site ("Customer Account"); (b) has not previously opened an account with us or any member of the Group (and for avoidance of doubt, any person who, having closed such an account, then registers or opens a new account via the Links shall not be deemed to be a Referred Customer); (c) has had their account registration details adequately validated and approved by us, including (without limitation) that the individual is confirmed to be 18 years of age or above (or the legal age of consent for gambling in your jurisdiction of residence, if older than 18); and (d) stakes or plays (as relevant) with money deposited by them of at least £10/€10 (or the equivalent in any relevant currency) on the relevant Site;
‘Service’ means the licensable services provided by MiFinity under its licence;
‘Site(s)’ means the websites, landing pages, apps and/or any other online channels operated by MiFinity from time to time, and all of their related pages (including any pages accessed through the API);
‘Term’ has the meaning given to it in clause 11 in this Agreement;
‘User’ means visitor to the Affiliate Site; and
‘We / us / our /MiFinity’ means MiFinity Malta Limited, a private limited liability company and licensed electronic money institution, registered and incorporated in Malta with company registration number C 64824 and its registered office situated at Level 3 (Suite 2507) Tower Business Centre, Tower Street, Swatar, Birkirkara BKR 4013, Malta.
2.1. As part of the application process to become a member of the Program, you must:
a) complete and submit the Affiliate sign up form;
b) provide the information and/or documentation (as applicable) we request from you directly; and
c) demonstrate to our reasonable satisfaction that the Affiliate Site is live at the time of your application.
2.2. The Affiliate sign up form will form part of this Agreement and you warrant and represent that all the information you provide to us either directly or as part of the application is true, accurate and complete (and that you will immediately inform us if there are any changes to it). If the information you provide to us either directly or as part of the application is not true, accurate and/or complete, we reserve the right to reject your application to become an Affiliate.
2.3. Your application to be an Affiliate will be reviewed following submission and we will notify you as to whether or not your application has been successful (which will be at our sole discretion). If your application is rejected, you may reapply at another time. If your application is successful, you hereby accept to be appointed as an Affiliate on the terms outlined herein and we will provide you with the necessary instructions on how to access your Affiliate Account.
2.4. It is our policy to prohibit and actively prevent money laundering and the funding of terrorism or crime, and any activity that facilitates money laundering or funding of terrorist or criminal activities. Before accepting your application, we will verify your identity by obtaining information from public sources and data and through the information and/or documentation provided by you. You consent that upon signing up for an Affiliate Account, there are verification checks which will need to be carried out and MiFinity will require you to provide certain documents for verification purposes:
2.4.1. if you are an individual, you shall provide upon request a copy of the official identification document with your photo, document proving your age and your address (such as a copy of a passport, driving license or national ID) One copy of a utility bill not older than 3 months to confirm proof of address; or
2.4.2. if you are a legal person, you shall, when requested, promptly provide documents for the purposes of proof of identity, proof of address, a copy of the certificate of incorporation or similar, statue or constituting documents showing shareholders and directors of the entity, certificate of good standing or similar, utility bill or bank statement showing the company name address and license information if applicable.
2.5. If we are unable to satisfy ourselves of your identity at any time during the Term, we shall be entitled to terminate this Agreement immediately. We are entitled to close an Affiliate Account after 30 days after receiving application if there has been no contact from the Affiliate after requesting updated documentation and bank details.
3.1. Your appointment as an Affiliate will take legal effect between you and us only if, as and when we confirm to you in writing that we have accepted your application to join our Program. For the avoidance of doubt, we are under no obligation to accept any application to our Program (including yours) and we will not be liable to you if werefuse your application, regardless of our reasons for doing so. Where we accept your application and confirm the same to you in writing, you will be automatically bound by the terms of this Agreement without any further action.
3.2. This Agreement may be amended from time to time by MiFinity and we are required to notify you either by email or by posting a new version of the Agreement on the MiFinity website. It is your sole responsibility to check the MiFinity website to ensure that you are aware of the latest version of the Agreement. If an amendment to this Agreement is not acceptable to you, your sole remedy is to terminate this Agreement. Your continued acting under this Agreement and/or promoting the Sites signifies your approval and acceptance of the amendment.
3.3. This Agreement will prevail against all other agreements in the case of any conflict between MiFinity and the Affiliate.
3.4. You undertake to carry out your obligations under this Agreement only for the commercial purposes intended herein, i.e. to promote the Sites, and for no other purpose.
3.5. The Affiliate shall perform its obligations under this Agreement actively, effectively, with the best of its ability with the view of maximizing the benefit for either party to this Agreement, and of making this arrangement a successful long-term venture.
3.6. The Affiliate acknowledges and accepts that MiFinity retains the right to change or withdraw any part of the Service, at any time and in any manner it deems appropriate, without prior notice to the Affiliate and without any liability whatsoever on the part of MiFinity.
3.7. The Affiliate has no ability to create contracts, guarantees or any financial compensation on behalf of MiFinity, unless agreed directly agreed with MiFinity.
3.8. These Terms and Conditions are drafted in English. If they are translated into any other languages, it is for convenience only and the English version shall prevail.
3.9. In case of conflict between this Agreement and other agreements, oral or written, with respect to the MiFinityProgram between MiFinity and the Affiliate, this Agreement shall prevail.
3.10. The Parties acknowledge that at times, as a result of hardware failure or supplier failures, the obligations under this Agreement can be temporarily disrupted. To the extent permitted at law, the Affiliate acknowledges and agrees that neither MiFinity nor any of its related companies, members, shareholders, directors, officers, employees or representatives will be liable to the Affiliate for any special, indirect, consequential, punitive or exemplary damages, or damages for loss of profits or savings, in connection with these temporary disruptions.
4. Marketing Guidelines
4.1. The Affiliate agrees to only send direct marketing to data subjects who have given valid consent to receive such marketing communication as required by applicable data protection laws, including GDPR.
4.2. All direct marketing sent by the Affiliate shall include the ability for the recipient to opt-out of all future direct marketing from the Affiliate.
4.3. The Affiliate shall carry out marketing, advertising and promotion of the Sites and refer prospective Referred Customers to the Sites via the Affiliate Site and any other channels including but not limited to email and SMS messaging in accordance with the terms and conditions of this Agreement and with prior approval from MiFinity;
4.4. Once MiFinity provides the approval listed in the above clause, you shall:
a) not send spam of any kind to any person;
b) where required by applicable law, validly obtain each and every recipient's positive opt-in consent to receiving such marketing communications, including in its particular form (that is, by e-mail, SMS or otherwise);
c) not, at any time, send any marketing communications to any person who has opted out of, or otherwise objected to, receiving such communications; and
d) comply with all EU and applicable national legislation and/or regulations relating to use of 'cookies' and other tracking technology, whether in force as at the date hereof or subsequently introduced or adopted (including the Processing of Personal Data (Electronic Communications Sector) Regulations (Subsidiary Legislation 586.01 of the laws of Malta)) and shall comply with all required cookie notification procedures and consent requirements as they relate to the Affiliate Sites and its Users and visitors.
4.5. The Affiliate shall provide space for banners and links promoting the Service on the Affiliate Site and, if approved by MiFinity, on other websites and media channels.
4.6. Unless specifically agreed otherwise, all marketing material to be used by the Affiliate for carrying out the Affiliate Service shall be provided by MiFinity at no cost to Affiliate.
4.7. The Affiliate shall carry out its Affiliate Services as it deems appropriate and effective. The Affiliate shall be solely responsible for the manner in which the Affiliate Services are carried out and, in respect of marketing material not provided by MiFinity, for the content of the said marketing material.
4.8. For any content of any promotion, advertising or marketing done by the Affiliate using any of the Brands, whether by way of banners, adverts or otherwise, the Affiliate shall at all times obtain and maintain a prior written approval from MiFinity. In the case of marketing material provided by MiFinity, the provision of such material shall be considered as approval to use such material.
4.9. The Affiliate will ensure that all marketing and promotion of the Brand complies with the following requirements that may relate to any particular jurisdiction:
a) all marketing and promotion of the Brand must comply with the advertising regulations of the jurisdiction at which it is targeted;
b) no marketing or promotion of the Brand may be targeted at persons who are under the age of eighteen (18) or, if above the age of eighteen (18), the age of consent in relation to gambling in their particular jurisdiction, or to or any other vulnerable person (including any person undergoing a period of self-exclusion);
c) no marketing or promotion of the Brand may be likely to be of particular appeal to those under the age of 18, especially by reflecting or being associated with youth culture or feature anyone who is, or seems to be, under the age of twenty-five (25) gambling or playing a significant role;
d) all marketing and promotion of the Brand must be socially responsible and must not promote or encourage gambling which might be interpreted as being socially irresponsible or which could lead to financial, social or emotional harm; and
e) no marketing or promotion of the Brand may link gambling to seduction, sexual success or enhanced attractiveness or use adult content or themes;
4.10. Where you use our API, you shall:
a) use the API in accordance with all manuals and guidelines issued by us from time to time;
b) comply in full with all directions and instructions issued by us in relation to the API;
c) not (and not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the API in whole or in part;
d) not access, store, distribute or transmit any viruses;
e) keep all information relating to the API (including any keys and/or access codes) confidential (and such information shall be deemed Confidential Information); and
f) not provide access to the API to any third party without our prior written consent.
4.11. The Affiliate shall have the right to utilize Brands during the period of validity of this Agreement solely and exclusively to the extent that such use has been approved by MiFinity for the purposes of carrying out by the Affiliate Services in accordance with the terms of this Agreement.
4.12. The Affiliate shall not register or utilise in any way, whether as the Affiliate Site/software application or any third party to utilize any website or software application having a domain name that contains / application name that contains any of the MiFinity brands or their variations or misspellings in such a way that results in promoting any website other than the Sites, whether by way of linking, redirecting traffic or otherwise. The Affiliate must obtain written consent from MiFinity prior to registration or utilization of the domain name.
4.13. The Affiliate will only send direct marketing to data subjects who have given valid consent to receive such marketing communication as required by applicable data protection laws, including the GDPR. All direct marketing sent by the Affiliate shall include the ability for the recipient to opt-out of all future direct marketing from the Affiliate.
5. MiFinity Obligations
5.1. We shall supply you with the Links for inclusion on the Affiliate Site.
5.2. Subject to you complying with our instructions with regard to tracking Referred Customers, we shall use our best endeavours to ensure that whenever a User links to the Site through the Links and subsequently becomes a Referred Customer, the relevant Referred Customer is identified as originating from the Affiliate Site. However, save in the event of negligence on our part, we shall not be liable to you in any way if we are unable to identify a Referred Customer as originating from the Affiliate Site.
5.3. We shall be entitled to exercise any of our rights or fulfil any of our obligations hereunder (including, without limitation, our payment obligations under this Agreement) through the Group.
5.4. We make no representation that the operation of the Site will be uninterrupted or error-free and we will not be liable for the consequences of any downtime, interruptions or errors.
6. Affiliate Obligations & Warranties
6.1. The Affiliate will comply with all Applicable Laws applicable to the operation of the Affiliate Site and to the activities carried out by the Affiliate under this agreement in the geographical markets where Affiliate carries out its activities.
6.2. The Affiliate shall not allow any cash back or incentive schemes in any form or by any means whatsoever. A breach of this condition shall give the right to MiFinity to terminate this Agreement immediately.
6.3. The Affiliate shall ensure that the Referred Customers do not carry out any Prohibited Activities or breach any of MiFinity Affiliates Terms and Conditions.
6.4. The Affiliate shall not take any action designed to induce, encourage or cause MiFinity existing customers to modify or terminate their existing agreement with MiFinity for the purposes of becoming a Referred Customer.
6.5. The Affiliate will not knowingly benefit from transactions which MiFinity in its sole discretion deems to be suspicious, unauthorized, fraudulent, or malicious including without limitation transactions that relate to money laundering, terrorism financing, Fraud or other illegal activities.
6.6. The Affiliate will co-operate with MiFinity to investigate any suspected illegal, abusive, or Fraud.
6.7. The Affiliate will not create or operate Affiliate Accounts for the sole purpose of creating fraudulent transactions to generate commissions or providing cashback incentive schemes.
7.1. You acknowledge and agree that you are required to comply with applicable licence conditions, regulations and/or codes of practice issued by Regulators and applicable to us, to you or to both of us. By participating in the Program, you agree to operate your Affiliate Site and perform your obligations under this Agreement as if you were bound by the same licence conditions and subject to the same codes of practice as us and that you will (without limitation):
(a) at all times throughout the Term and at your sole expense, obtain, maintain and comply with all licences, permissions, registrations, consents and / or authorisations you may require (including but not limited to any requirement to obtain an affiliate licence from, or register with, a Regulator) in order to fulfil your obligations under this Agreement in accordance with all Applicable Law;
(b) comply and act in accordance with the following objectives: (i) preventing gambling from being a source of crime or disorder, being associated with crime or disorder, or being used to support crime; (ii) ensuring that gambling is conducted in a fair and open way; and (iii) protecting children and other vulnerable persons (included excluded and self-excluded players) from being harmed or exploited by, or exposed to, gambling;
(c) conform and adhere to good industry practice and good business conduct in respect of the activities you carry out under the terms of this Agreement;
(d) ensure that the Affiliate Sites will not at any time include, promote or link to, and in particular not use the Links and/or the Brand and/or the Brand Content alongside or in conjunction with, any of the following types of content: (i) copyrighted content for which unauthorised access is available (such as file-sharing and bit-torrent functionality); (ii) obscene, indecent, pornographic and so-called ‘adult’ content; (iii) content which promotes hatred or discrimination on the basis of religion, race, ethnicity, gender, sexual orientation or political persuasion; (iv) content which endorses, promotes or incites crime or terrorism; (v) gambling that is unlawful, for example so-called ‘black market’ gambling websites that offer remote gambling in jurisdictions where local licences are required without such local licences; (vi) content that is defamatory; and (vii) without prejudice to the generality of the foregoing categories of content, any content which we consider could materially adversely reflect upon the name, image and reputation of the Group or the Group’s continuing possession and enjoyment of its gambling licences or which might adversely affect in any manner the Group’s relationship with any Regulator; and
(e) provide us with any such information as we may reasonably require in order to enable us to comply with any information reporting and/or other obligations to any Regulator.
8.1. The Affiliate is prohibited from the below activities and their account maybe subject to closure if any of these are not followed:
a) promote MiFinity in an unlawful manner or form, including placing or using any material which is sexually explicit, malicious, libelous, harassing, obscene, discriminatory, graphically violent or infringes a person’s intellectual property rights, goodwill or reputation, targets persons under the age of eighteen (18);
b) apply for, or obtain, registration of any mark in any country which consists of, or comprises, or is confusingly similar to, to any of the Group's service, trade or other brand names from time to time, including the Brand;
c) conduct the Affiliate Services in any way that is misleading or confusing as to the relationship amongst the Referred Customer / prospective Referred Customer;
d) use any form of cookie fishing not promoting the Brand according to this Agreement and provide any information regarding methods for customers to commit Fraud, or abuse the Program;
e) nor shall you authorise, allow, assist, or encourage any third party to:
1. directly or indirectly offer any person or entity any consideration or incentive for using the Links to access the Site;
2. read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person;
3. in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the Site; or
4. engage in transactions of any kind on the Site on behalf of any third party;
f) except as expressly permitted in this Agreement, use marks, terms or images, in each case, which are identical or similar to any of our trademarks or trade or other brand names operated by us or a member of the Group from time to time, including the Brand.
g) bid on, or include a metatag on the Affiliate Site, on any keyword or on any pay-per-click search engines where such keyword contain Intellectual Property owned by MiFinity (or its licensor’s) or any variation or misspelling of the same;
h) bid on, or include a metatag on the Affiliate Site, on any word or term that is confusingly similar to the Intellectual Property owned by MiFinity (or its licensor’s) which also includes other influencer marketing or similar activities;
i) take any action that could reasonably cause any User and/or Customer confusion as to our relationship with you, or as to the Site on which any functions or transactions are occurring;
j) other than provided for in this Agreement, post or serve any advertisements or promotional content promoting the Site or the Brand;
k) post or serve any advertisements or promotional content promoting the Site or Brand otherwise around or in conjunction with the display of the Site including, but not limited to, any pop-up windows or pop-under windows or "framing" technique or technology;
l) attempt to artificially increase monies payable to you by us;
m) cause the Site (or any page thereof) to open in a User's browser other than as a result of the User clicking on a Link;
n) attempt to intercept or redirect (including, without limitation, via user-installed software) traffic from or on any website that participates in the Program;
o) use the Links and/or any Brand Content (including banners, campaigns and promotional material) alongside, in conjunction or in connection with any content prohibited by this Agreement and you shall immediately remove or procure the removal of any Brand graphics, Brand banner advertisements, Links or Brand Content following notification from us if we consider that you are doing so;
p) directly or indirectly engage or in benefit from any act or traffic that involves any Prohibited Activity;
q) directly or indirectly post, serve, distribute or redirect any advertisements or promotional content promoting or otherwise advertising or marketing the Site (including, without limitation, banners, campaigns and promotional material) to any person or entity located in the Non-Serviced Countries; or
r) target the Affiliate Site or any Links to any person or entity located in the Non-Serviced Countries.
9. Licenses and Use of Intellectual Property
9.1. MiFinity grant to the Affiliate a non-exclusive, revocable and non-transferable licence to display the Brand Content during the Term solely for the purposes of the display of the Links by you on the Affiliate Site as set out in this Agreement and in accordance with any guidelines as may be provided to you from time to time by us. All Intellectual Property Rights and any goodwill arising in the Links and in all associated systems and software, relating to the Services, shall remain property of MiFinity.
9.2. Affiliate warrants, represents and undertakes to MiFinity that:
a) Unless authorized in writing by MiFinity, it shall only use and/or display the Intellectual Property on the websites, webpages, internet pages, mobile platforms or applications, and offline media platforms (including, but is not limited to, classified ads, magazines and newspapers) that have been pre-approved in writing by MiFinity;
b) Affiliate shall not use and/or display the Intellectual Property in any manner that is inappropriate or that is in any way detrimental to MiFinity;
c) Affiliate will not alter, add to, subtract from, or otherwise modify the Intellectual Property including proportions, colours, elements, nor animate, morph or otherwise distort the Intellectual Property perspective or appearance;
d) Affiliate shall not use, the Intellectual Property in its corporate name, trade name, e-mail address, social media network account names or domain names. In addition, Affiliate shall not apply for or register any of the same in its own name.
e) Unless otherwise agreed in writing by MiFinity, the Affiliate may not sell, resell, assign, license, sublicense or otherwise transfer rights to the Intellectual Property, the Affiliate Services or any Confidential Information. If Affiliate makes any amendments, derivative works or improvements to the Intellectual Property or other property belonging to MiFinity, the Affiliate agrees that such modifications shall be owned by MiFinity.
f) Affiliate hereby irrevocably assigns and transfers all such modifications to MiFinity, and waives any moral rights therein, to the extent permitted at law.
9.3. MiFinity may in its discretion withdraw any consent and send a notice to the Affiliate, who, upon receipt of such notice, will immediately cease such promotion of the MiFinity Services, or use or display of Intellectual Property, or the Group’s intellectual property.
10.1. The Commission payable to the Affiliate for each calendar month shall be based on a percentage of the Net Fee Revenue, such percentage will be determined based on the number of unique new first-time depositors referred in a calendar month and ensuring that the Affiliate continues to promote MiFinity through Sites. This Affiliate will continue to earn the Commission to the extent that the Referred Customers continue to use their Customer Account.
10.2. The Commission for each calendar month will be paid out at the end of the following calendar month, and is calculated in accordance with the below formula:
Net Fee Revenue generated per month (Euros)
Up to 15,000
15,001 - 30,000
30,001 - 50,000
10.3. The Commission shall only be invoiced for and become payable to the Affiliate upon the Affiliate completing submission of all account profile information required by MiFinity (including without limitation VAT information and selection of a self-billing option).
10.4. If an Affiliate deems the Commission earned is incorrect it shall notify MiFinity in writing within fourteen (14) business days of the date of invoice. If MiFinity does not receive any notification from the Affiliate, the invoice shall be deemed as approved.
10.5. Any charges that may be applicable to the withdrawal of the Commission by the Affiliate from the Affiliate Account, or from any other account agreed to between the parties for the payment of the Commission, shall be borne solely by the Affiliate.
10.6. The Affiliate may be required to provide verification and KYC documentation before a Commission will be paid out.
10.7. No Commission shall be due to the Affiliate in respect of any Referred Customers whom MiFinity determines, or otherwise has reason to believe, were procured, or otherwise generated from traffic, which is illegal and/or contrary to or in breach of any provision of this Agreement.
10.8. The Commission will be paid by the last working day of each calendar month. Commission will be paid into an active Affiliate Account, unless otherwise agreed between the Parties. This payment amount will be visible in all reporting the Affiliate has access to.
10.9. The Commission will be inclusive of VAT and a statement will be provided by MiFinity. The Affiliate shall be solely responsible for registering and accounting for any and all taxes due in relation to any payment made to the Affiliate in terms of this Agreement. We shall not, under any circumstance, be liable or held liable for any unpaid amounts due by you to such authorities (locally or abroad) and you hereby agree and undertake to defend, indemnify and hold MiFinity in respect of any and all actions, claims or proceedings related thereto.
10.10. All payments shall be made in Euro or in such other currency that may be determined by MiFinity regardless of the currency used by the Referred Customers to use the Service.
10.11. MiFinity have the right to withhold any payments of the Affiliate if it is in breach of any of the terms in this Agreement.
10.12. MiFinity reserves the right to make adjustment of payments to the Affiliate Account , or from any other account agreed to between the parties for the payment of the Commission, only to reflect any overpayments or other applicable deductions, which were not deducted earlier, such as chargebacks/refunds and related bank fees.
10.13. Commission amount will not be settled if MiFinity deems that there was any Fraud or any Prohibited Activities were used to get the Referred Customer to sign up to MiFinity.
11.1. This Agreement shall start on the date that we notify you that your application to join the Affiliate Program has been successful and shall continue thereafter until it is terminated in accordance with this clause ("Term").
11.2. Either you or we may terminate this Agreement for convenience at any time and for any reason or without reason by giving the other at least seven (7) days’ prior written notice (including email).
11.3. MiFinity reserves the right to terminate this Agreement with immediate effect by a notice in writing (an email being sufficient):
a) if at any time MiFinity deems in its reasonable opinion that the Affiliate does not actively promote the Sites including by not referring a reasonable number of Referred Customers to the Sites, for a period of three (3) months (and not actively promoting the Sites shall be deemed a material breach of this Agreement);
b) for business reasons or for any other reason in accordance with its internal policies, standards and controls;
c) we (acting reasonably) believe that you have breached, or may be in breach, of any Applicable Law;
d) there is any negative publicity concerning you, or your owner(s) or group companies (if applicable), which we believe may damage, bring into disrepute or otherwise materially adversely affect the name, image, goodwill or reputation of us, the Brand, the Group, and/or its/their brands;
e) we believe that our relationship with you might prejudice our or the Group's relationship with any Regulator or of the Group's ability to obtain, maintain and comply with the terms of any gambling licence;
f) you undergo a Change of Control (and in that regard, you undertake to give us advance notice before undergoing any such change);
g) The Affiliate is not promoting the brand by not referring a minimum of 10 customers to the site for a period of one month;
h) The Affiliate is promoting the Brand to Non-Serviced Countries.
i) The Affiliate has sent any form of spam.
j) The Referred Customers already had a previous account with MiFinity;
k) The Affiliate does not log in to their Affiliate Account, make contact or accept to update any Brand updates and changes;
l) The Affiliate attempts to or performs a Prohibited Activity as listed in previous section.
m) we or any other Group company are ordered or required by any Regulator to terminate this Agreement; and/or
n) we and/or any other Group company cease to operate the Sites, or any part thereof.
11.4. We may immediately suspend your membership of our Affiliate Program at any time if we suspect you have breached (or we have reasonable grounds to believe you have breached) any of the terms of this Agreement or have committed an act of Fraud. Your membership of our Affiliate Program will remain suspended in the event we choose to fully investigate your conduct. Following any such investigation, we may choose to terminate this Agreement under clause 11. or reinstate your membership to our Affiliate Program. For the avoidance of doubt, no Commission shall be payable to you for the duration of any suspension of your membership of our Program.
11.5. Without prejudice upon termination of these Terms and Conditions, MiFinity shall pay all Commission owing to Affiliate up to the effective date of termination. MiFinity Affiliates shall have no obligation to pay the Affiliate from this date onwards.
11.6. Upon termination of this Agreement or any part of it: (i) the Affiliate shall no longer be entitled to access the MiFinity Affiliates Website or the relevant part of it; (ii) the Affiliate must remove from the Affiliate Website and cease to use and/or distribute all relevant Brand Marks and Promotional Content, and disable all relevant Links; (iii) all relevant rights and licenses given to the Affiliate in this Agreement shall immediately terminate; and (iv) within 5 days of termination of this Agreement in its entirety, the Affiliate must immediately return to MiFinity or destroy or permanently delete all the property in the Affiliate´s possession or under its control that either (i) belongs to MiFinity, or MiFinity Affiliates and/or any of their licensors; and/or (ii) contains any Confidential Information of MiFinity.
11.7. In the event Affiliate:
(i) acquires another existing MiFinity affiliate or its business;
(ii) is acquired or its business is acquired by another existing MiFinity Affiliates affiliate;
merges with another existing MiFinity’s affiliate;
(iii) is acquired or its business is acquired by a third-party who is not an existing MiFinity Affiliate
the Affiliate shall notify MiFinity Affiliates prior to the transactions being completed and MiFinity reserves the right, in its sole discretion to:
a) decline the third-party’s application to join the Program;
b) vary the Commission;
c) stop paying Commission under this Agreement; and/or
d) modify or terminate this Agreement.
11.8. You have the right to terminate this Agreement:
(a) with immediate effect by notifying us in writing if we commit a material breach of any of our obligations under this Agreement and, if such breach can be remedied, we fail to remedy it within fourteen (14) days of the date of receipt of notice from you; and
(b) if we make a change to all or any part of this Agreement, and you do not agree to the changes, which termination shall take effect at the end of the 7 day period
11.9. Either party (“Non-Defaulting Party“) may terminate this Agreement with immediate effect by written notice to the other party (“Defaulting Party“) if the Defaulting Party becomes insolvent or unable to pay its debts, 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. Consequences of Termination
12.1. Immediately following the termination of this Agreement you must:
(a) cease making use of and return to us all copies in your possession, custody or control of any Confidential Information we have provided to you pursuant to this Agreement;
(b) cease all use of the Brand and Brand Content;
(c) remove all of the Links and the Brand Content from the Affiliate Site;
(d) disable any Links from the Affiliate Site to any Site, and stop any activity relating to Links; and
(e) destroy or return to us any Brand Content in your possession.
12.2. All rights and licences granted to you, including but not limited to those granted by us to you under this Agreement, shall immediately terminate.
12.3. If you terminate this Agreement for convenience, no further Commission shall be due and payable to you from the date upon which termination takes effect.
12.4. If we terminate this Agreement under clause 11.3, no further Commission shall be due and payable to you after the date termination takes effect. For the avoidance of doubt, if you have failed to fulfil any of your obligations and responsibilities under this Agreement, we will not be obliged to pay you the Commission otherwise owing to you on termination or thereafter, where applicable.
12.5. 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 any clause 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.
13.1. Each party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs which is expressed to be confidential or which might reasonably be deemed to be confidential, except as permitted under this clause;
13.2. Each party may disclose the other party’s Confidential Information to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s Confidential Information comply with this clause, and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3. No party shall use any other party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.
13.4. The Affiliate acknowledges and accepts that all customer data, including data relating to Referred Customers, is the exclusive property of MiFinity and shall remain so regardless of any termination of this Agreement.
14.1. You hereby indemnify us and hold us, our contractors, agents, directors, officers, employees and representatives harmless from and against any and all losses, penalties, fines (including from any Regulator), demands, claims, damages, costs (including legal costs), expenses (including, without limitation, consequential losses and loss of profit, if applicable) and liabilities suffered or incurred, directly or indirectly, by us arising out of, or in any way connected with:
(a) breach, non-performance or non-observance by you of any of your obligations under this Agreement;
(b) any claim from a third party relating to the development, operation, maintenance and/or contents of the Affiliate Site(s);
(c) action taken by a Regulator against us, any fines or financial sanctions imposed by any Regulator upon us, or the amounts of any voluntary financial settlements which we consider necessary to enter into with any Regulator, in each case as a consequence of any act or omission by you; and/or
(d) breach, non-performance or non-observance by you of any of your warranties or representations in this Agreement, including but not limited to, your compliance with Applicable Law and Data Protection Regulations.
15. Limitations of Liability
15.1. Nothing in this clause shall limit either party’s liability for death and personal injury resulting from its negligence, or for fraud or for any other liability that cannot be limited by law.
15.2. To the extent permitted at law, we shall not be liable to you, in contract, tort (including, without limitation, negligence) or for breach of statutory duty or in any other way, for:
(a) any loss of revenues, profits, contracts, business or anticipated savings;
(b) any loss of goodwill or reputation; or
(c) any indirect or consequential losses,
in each case, whether or not such losses were within the contemplation of you or us at the date of this Agreement.
15.3. Our liability shall not, in any event, exceed the Commission paid by us to you in the twelve (12) month period prior to the date on which our liability arose.
15.4. You acknowledge that this Agreement does not impose any exclusivity on us or any Group company, and we shall be permitted to engage other affiliates as we wish, and neither us or any member of the Group shall be liable in any way whatsoever for engaging in any arrangement competing with you.
15.5. We make no express or implied warranties or representations with respect to the Program. We make no representation that the operation of our Sites (including service and tracking) will be uninterrupted or error-free. We will not be liable for the consequences of any such interruptions or errors.
16. Data Protection
16.1. You warrant that you, the Affiliate Site(s) and any third party engaged by you, including but not limited to Third Party Promoters, shall at all times comply in full with the Data Protection Regulations.
16.2. If you collect and/or process any Personal Data of Referred Customers for the purposes of this Agreement, you must comply in full with the Data Protection Regulations.
16.4. MiFinity will use the personal information of the Affiliate (meaning any information relating to the Affiliate from which an individual can be personally identified, such as a name, address, telephone number and email address) for the following purposes:
a) to set up and maintain the Affiliate's account with MiFinity;
b) to perform its obligations under this Agreement;
c) to verify the information which the Affiliate provides MiFinity, and to comply with relevant regulatory requirements and Applicable Laws;
d) to monitor activities in order to detect Fraud, criminal or improper activities (including money laundering), and breaches of this Agreement;
e) to provide the Affiliate with information about its Affiliate Account; and
f) for enforcing the Affiliate's compliance with its contractual obligations to MiFinity.
16.5. To the extent permitted at law, MiFinity may disclose the personal information of the Affiliate to relevant third parties for the above purposes, including (without limitation) to:
a) identity and/or age verification agencies; and/or
b) credit checking agencies; and/or
c) relevant authorities; and/or
d) gambling operators or service providers; and/or
e) electronic payment providers or financial institutions.
17.1. If we deem you to be inactive because you have not used your Affiliate Account for a consecutive period of three months, we may freeze your Affiliate Account and notify you that it has been frozen. If we do not receive any response from you within thirty (30) days, we will be entitled to, at our sole discretion, delete your Affiliate Account and terminate this Agreement (in which case, no further Commissions shall be due or payable to you as from the date upon which such termination takes effect). If we notify you of termination and you do not respond within a further sixty (60) day period, any funds remaining within your Affiliate Account at the time of freezing will revert to us and you will have no right to reclaim them.
18.1. Any notice given to a party under or in connection with this Agreement shall be in writing and shall be delivered by pre-paid first-class post (deemed to have been received at 9.00am on the second business day after posting) or email (deemed to have been received when transmitted unless the sender receives notification that the email has not been received by the recipient).
18.2. For all notices delivered to us:
MIFINITY MALTA LIMITED
LEVEL 3 (SUITE 2507), TOWER BUSINESS CENTRE,
TOWER STREET, SWATAR
18.3. For all notices delivered to you:
Via email address listed in Affiliate account
19.1. This Agreement shall not operate so as to create a partnership or joint venture of any kind between the parties. Nothing contained in the Agreement shall be so construed as to constitute either party to be the agent of the other. Neither party shall have any authority to make any commitments on the other party’s behalf.
19.2. Without prejudice to any other rights or remedies that we may have, you acknowledge and agree that damages alone would not be an adequate remedy for any breach of the terms of this Agreement by you. Accordingly, we shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this Agreement.
19.3. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision of this Agreement. No waiver shall be effective unless made in writing and signed by an authorised representative of the waiving party.
19.4. If any clause in this Agreement (or any part thereof) is rendered void or unenforceable by any court or authority of competent jurisdiction then all other provisions of this Agreement will remain in full force and effect and will not in any way be impaired provided the parties agree a replacement provision which is as close as is legally permissible to the provision found invalid or unenforceable.
19.5. You shall not, without our prior written consent, assign, transfer or subcontract all or any of your rights or obligations under this Agreement. We shall be entitled to exercise any of our rights or fulfil any of our obligations hereunder (including our payment obligations) through any company within the Group. In addition, we shall be entitled to assign, transfer and/or sub- license our rights and obligations under this Agreement to any company within the Group without your consent.
19.6. This Agreement is governed by and is to be construed in accordance with the laws of Malta. You and us irrevocably agree that the courts of Malta shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement.
DATED: June 2022