AFFILIATE TERMS & CONDITIONS

THIS VERSION DATED AND EFFECTIVE FROM: 20 September 2023

By completing and submitting the application form found on the William Hill Affiliates Website (which the Affiliate can locate by clicking here), the Affiliate acknowledges that it has read this Agreement and agrees to be bound by its terms and conditions.

This Agreement is made between you (the “Affiliate”) and WHG (International) Limited, a company registered in Gibraltar with registered company number 99191 and which has its registered office at 6/1 Waterport Place, Gibraltar (“WH”).

1 DEFINITIONS

2 APPOINTMENT AND PROPRIETARY RIGHTS

Appointment

2.1 The parties hereby agree that this Agreement will become binding on each of them at the point Affiliate is Approved to be a participant in the WHAP.

2.2 The Affiliate acknowledges, agrees and represents that it is not an employee, agent or subcontractor of WH or any company in the same group of companies as WH and is not connected in any way to a person or company which is in the same group of companies as WH (each a “Connected Party”). Should Affiliate become a Connected Party at any time during the Term, it shall immediately notify WH. Following such notification (or if WH otherwise becomes aware that Affiliate is a Connected Party), WH may terminate this Agreement, with immediate effect, by providing notice in writing to the Affiliate.

Statutory Requirements

2.3 The Affiliate acknowledges that William Hill is:

a. licensed by the Gambling Commission, and accordingly is bound by licence conditions and codes of practice whose aim is to fulfil the Licensing Objectives; and

b. subject to the requirements of the Applicable Regulations.

2.4 By joining the WHAP the Affiliate hereby agrees, warrants and represents that it will, at all times:

a. conduct itself, when performing its obligations under this Agreement, in accordance with the Licensing Objectives and any applicable licence conditions, Applicable Regulations and/or codes of practice (including, in respect of any licence issued by the Gambling Commission and/or the Licence Conditions and Codes of Practice);

b. comply with all Applicable Regulations in the jurisdiction in which it operates and any other jurisdiction to which it directs or makes available the Approved Content;

c. comply with any reasonable instructions of WH or any policy which WH may introduce from time to time;

d. not engage in any activity or activities, or be involved in any relationship, which could jeopardise WH’s (or any member of its group’s): (i) business and/or (ii) compliance with Applicable Regulations or any licence, permission, authorisation and/or consent on which it relies for the purposes of conducting its business in any jurisdiction; and

e. provide, on request by WH, such information to WH as WH may require in order to enable it (or any other member of its group) to comply with any Applicable Regulations (including any applicable information reporting obligations).

3 LICENCE TO USE THE APPROVED CONTENT

3.1 Once Affiliate has been Approved, WH will be deemed (subject to the Affiliate’s compliance with this Agreement) to have granted to the Affiliate (or, where applicable, procured the grant from WH to the Affiliate of) a non-exclusive, revocable, non-transferable licence during the Term to use: (i) the Affiliate Tracking Software and (ii) any of the Approved Content solely for the Approved Purpose, throughout the Territory and in accordance with this Agreement (“Licence”). The Licence will terminate automatically upon the termination of this Agreement for any reason.

For the avoidance of doubt: (x) nothing in this Agreement shall be deemed to confer upon the Affiliate any right to direct potential WH Customers to the Site via any advertisements, materials, means or content which are not Approved Content, (y) the Affiliate agrees and undertakes that it shall not attempt to direct any potential customers to the Site otherwise than via the Approved Content (save where the Affiliate has been granted a  general written approval by WH to do to do so and subject, always, to the Affiliate’s compliance with the terms of this Agreement) and (z) the Affiliate shall not, without receiving the Affiliate’s prior written consent (which shall only ever be given subject to the Affiliate’s compliance with the other terms and conditions of this Agreement) be permitted to use the Approved Content, or any other material which promotes WH or its brands, on any website or application other than the Affiliate’s own websites or applications (such prohibition shall extend, for the avoidance of doubt, to social media websites or applications).

3.2 Affiliate acknowledges that WH (and any other member of its group) may operate additional affiliate programs in connection with the Sites or any other sites, and (unless otherwise agreed in writing), the Affiliate will have no right in connection with such other programs.

3.3 The Affiliate acknowledges and agrees that: (i) as between the Affiliate and WH, WH is the sole and exclusive owner of the WH IPR; (ii) WH is entitled to use the same in any way or manner at its sole discretion; and (iii) the Affiliate has no rights in and to the WH IPR other than as expressly provided for in this Agreement.  To the extent that the WH IP vests in the Affiliate by operation of law or otherwise, the Affiliate hereby assigns, by way of a present assignment of future rights and with full title guarantee, the WH IP to WH.

3.4 The Affiliate acknowledges and agrees that all data relating to the WH Customers shall be and remain, as between the Affiliate and WH, WH’s exclusive property.

3.5 The Affiliate shall immediately cease to use all WH IPR upon being notified to do so by WH (either by electronic or written notification) or on any termination of this Agreement.

Commercial Use Only

3.6 The Licence granted to Affiliate, and the right to receive Affiliate Remuneration is in respect of genuine commercial use only. The Affiliate may not (and shall ensure that its family members, friends or associates do not) make Deposits, directly or indirectly, via any Affiliate Tracking URL or links contained within the Approved Content.

4 PROMOTION AND LINK TO SITES

4.1 By joining the WHAP, the Affiliate agrees to use its best endeavours to market, promote and refer potential WH Customers to the Sites, by displaying and sharing Approved Content.

4.2 The Affiliate will be solely liable for the content and manner of its marketing and promotional activities and for ensuring that such content and manner of marketing complies at all times with this Agreement and all Applicable Regulation.

4.3 In the event that WH (or any member of its group) amends any Affiliate Tracking URL or any other URL embedded within any Approved Content (“New Content”) it shall notify Affiliate via email, the Affiliate Tracking Software or such other means as it deems appropriate (acting reasonably). Affiliate shall immediately upon such notification: (i) remove any previous and/or outdated content from its site; and (ii) ensure, following such notification, it uses only the New Content.

5 THE AFFILIATE’S RIGHTS AND OBLIGATIONS

KQC requirements

5.1 The Affiliate must ensure at all times that all KQCs relating to Approved Content (including Approved Content which relates to an advertisement, incentive or reward scheme under which a consumer is offered money, goods or any other advantage) are: (i) included on the applicable Approved Content itself and (ii) are displayed in a clear, legible and transparent manner.

5.2 The Affiliate shall ensure that all marketing, advertising and promotions targeted at potential WH Customers in the United Kingdom, or potential customers who are otherwise subject to regulation by the Gambling Commission, shall:

a.  include “#ad” and “Play Safe”;

b. include any logos required by the “Gambling Industry Code for Socially Responsible Advertising” such as the “18+” and “BeGambleAware” logos (such “BeGambleAware” logo to include a link to https://www.begambleaware.org);

c. include “Terms and Conditions apply”;

d. include such other wording as may be required by WH from time to time; and

e. (if such marketing, advertising and/or promotion is made available via a social media website or application pursuant to WH’s prior written consent under clause 3.1(z) above) only be made available on Facebook, Twitter or Instagram AND only where the Affiliate can ensure that at least 75% of the individuals who view such marketing, advertising or promotion are 18 years of age AND only where the relevant social media provider’s applicable age gating functionality is used to ensure that that such marketing, advertising and/or promotion is not being targeted at individuals who are under 25 years of age (or, in the case of Facebook, under 18 years of age). Separately, following the posting of four consecutive gambling related posts on any such social media website or application, the Affiliate undertakes to post a safer gambling message, on such social media website or application, which does not include any offers or links to gambling-related content.

Where the Affiliate targets potential WH Customers in Italy, the Affiliate shall: (a) ensure that it complies at all times with the applicable laws and regulations applicable to Affiliate, and in force in Italy from time to time; and (b) comply with the specific guidelines here.

Where the Affiliate targets potential WH Customers in Spain, the Affiliate shall: (a) ensure that it complies at all times with the applicable laws and regulations applicable to Affiliate, and in force in Spain from time to time; and (b) comply with the specific guidelines here.

Use of Approved Content

5.3 The Affiliate shall use only the Approved Content to promote or direct potential WH Customers to the Sites and shall ensure that each promotion, challenge or similar which it makes available (via banners, links or otherwise): (i) are exclusively those which have been created by WH (unless the Affiliate has received WH’s prior written consent, on a one-off basis, to create its own promotion, challenge or similar)  and (ii) include, one click away, a link to the terms and conditions which are applicable to such promotion and which have been prepared by WH. The Affiliate shall not use any content, images, logos, banners or links to promote or direct potential WH Customers to the Sites which is not Approved Content.

5.4 The Affiliate shall not, without the prior written consent of WH (such consent to be given or withheld in WH’s sole discretion) alter the appearance, design, layout, graphics or content of the Approved Content.

5.5 The Affiliate shall not alter the appearance, design or content of any Approved Content, or take any step that will or may have the effect of: (i) altering or removing any KQCs or other promotional terms and conditions included by WH in or on any Approved Content; or (ii) affecting the means by which a potential WH Customer may access such KQCs or other promotional terms and conditions from the Approved Content (including any action which would prevent any promotional terms and conditions from being accessible within a single 'click' of the Approved Content - or technological equivalent location in non-browser based platforms and technologies such as mobile phone applications- by potential WH Customers).

Age Limitation

5.6 Participation as an Affiliate in the WHAP is only permitted if the proposed Affiliate is the older of: (i) the legal age for gambling in the proposed Affiliate’s jurisdiction; or (ii) eighteen (18) years of age.

5.7 The Affiliate must provide appropriate evidence (as requested by WH) of his/her age. WH shall determine in its sole discretion whether or not any evidence provided is appropriate and sufficient to determine the Affiliate’s age.

5.8 The Affiliate acknowledges and agrees that, unless and until appropriate evidence of the Affiliate’s age has been provided in accordance with clause 5.7 of this Agreement above: (i) s/he will not be entitled to participate in the WHAP; and (ii) the Affiliate’s account may be suspended until satisfactory proof of age is received by WH.

5.9 The Affiliate will not, nor will it allow, assist or encourage others to, market and/or promote the WHAP, any Approved Content or any of the Sites, directly or indirectly, to persons that are the younger of: (i) eighteen (18) years of age; or (ii) the legal age for gambling in the jurisdiction in which the Affiliate is targeting and/or operating.

5.10. The Affiliate will ensure that advertisements, incentives, promotions or any other materials (of whatever nature) which it makes available do not: (i) include any individual or content which strongly appeals to individuals who are under 18 years of age or (ii) include imagery of anyone who is, or who appears to be, under 25 years of age.

Excluded Territories

5.11 Under no circumstances shall the Affiliate:

a. market or promote any Site; or share or publish any Approved Content, within or to persons from any Excluded Territories; or

b. allow, assist or encourage circumvention of any restriction put in place by WH and/or any Site in order to prevent access to any content within an Excluded Territory.

Affiliate’s Behaviour

5.12 The Affiliate will not engage in, allow, assist, promote, encourage or benefit from, directly or indirectly:

a. any act that involves Fraud;

b. the use of spam;

c. any act that alters, affects, redirects or in any way interferes with the operation or accessibility of the Sites or any page thereof;

d. any act that results, or could result, in the interception or redirection (including via user-installed software) of traffic from or on any online website or other place that participates in the WHAP; or

e. any activity that in WH’s reasonable opinion is unsuitable, fraudulent, erroneous, misrepresentative or inappropriate.

5.13  The Affiliate will at all times refrain from, immediately stop and not allow any act or traffic that involves Fraud or that it believes or should reasonably believe to potentially involve Fraud, or any act or traffic that WH informs the Affiliate is suspected by it, at its discretion, to involve or potentially involve Fraud.

5.14  In the event that WH suspects Affiliate Fraud (or Customer Fraud that relates in any way to the Affiliate) it reserves the right to place restrictions on the Affiliate’s account, including suspending the Affiliate’s account and retaining all sums within the account as well as commencing a full investigation (with which the Affiliate hereby agrees to fully comply and co-operate). The Affiliate hereby gives WH its authorisation to inform the appropriate authorities or third parties of such an incident and only once WH is satisfied that the matter is resolved (to WH’s satisfaction) shall it remove any restrictions on the Affiliate’s account.

No Rake-Backs

5.15 WH does not allow any form of rake-backs in the WHAP. The Affiliate will not offer any rake-back or so-called rake-back schemes whatsoever, or any similar schemes that offer or allow a portion of the WH Customer’s rake to be returned to the WH Customer in any form. The Affiliate must not advertise or be engaged with any site that offers rake-backs or similar schemes. WH reserves the right to withhold any amounts due to the Affiliate if it believes the Affiliate was involved in any rake-back or similar activity.

Sole responsibility for the Affiliate’s Site

5.16 The Affiliate will be solely responsible for the operation and content of its sites, and shall ensure that materials and content posted on its site or, under its instructions or control, any third party site (including any of the search terms and/or key words linked to such content): (i) are not libellous, obscene, sexually explicit, violent or illegal; (ii) do not provide unauthorised access to copyrighted content; (iii) do not otherwise actually or potentially infringe any rights of WH, a member of its group and/or any other third party; (iv) are original and owned by or licensed to the Affiliate, and that the ‘look and feel’ of the Affiliate’s site does not resemble any of the Sites; (v) negatively match against (and are not linked to by) any potentially harmful search terms including those likely to be used by persons attempting to stop or reduce their gambling (for example ‘gambling exclusion’ ‘block gambling account’ ‘stop gambling’) and (vi) are not otherwise deemed, at WH’s sole discretion, unsuitable.

5.17 The Affiliate will remove (or procure the removal of) the content described at clause 5.16 immediately upon WH notifying the Affiliate that it requires the Affiliate to do so. If Affiliate is unable or unwilling to remove such content, then WH may terminate this Agreement, with immediate effect, by providing notice in writing to the Affiliate.

WH IPR

5.18 The Affiliate shall not contest the validity, enforceability or ownership of the WH IPR, the WHAP or any of the Sites in any action or proceeding of whatever nature, and shall not take any action that may prejudice WH, the WH IPR, the WHAP or any of the Sites, or diminish WH’s (or any of its group companies’)  goodwill and/or reputation, or the goodwill in the WH IPR.

5.19 The Affiliate shall not register or attempt to register any logo, trade mark, trade name, insignia, design, domain name or social media account that: (i) contains any element of WH IPR, or (ii) is confusingly similar to any WH IPR. In the event that the Affiliate registers any domain name or social media account in breach of this clause 5.19, it will, on demand by WH, immediately cease its use of any such logo, trade mark, trade name, insignia, design, domain name or social media account and immediately transfer the same, at its own cost and expense, to WH (or to a third party nominated by WH).

5.20 The Affiliate shall not place, purchase or register ‘pre-click’ bids, keywords, search terms or any other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service which are identical to, similar to or otherwise resemble any WH IPR. This includes any words containing, or derived from, such WH IPR and any typo errors or phonetics of the same.  In addition, the Affiliate undertakes to ensure that any search engine results which advertise the Affiliate’s websites or applications: (i) include “18+” and “Play Safe” on the first or second description level of the result; (ii) are subject to age restriction functions which are made available by the relevant search engine provider (and, in particular, the search engine results must not appear to any persons who have been identified by the search engine provider as being under 18 years of age or whose age has not been identified by the search engine provider) and (iii) must not advertise the Sites via any keyword which appears on the UK Industry Keyword Black List (the “Negative Keywords List”) which is made available to the Affiliate from time to time (e.g. during the Affiliate’s onboarding process, via WH’s newsletters or otherwise). The Affiliate agrees and acknowledges that the contents of the Negative Keywords List constitute Confidential Information for the purposes of this Agreement and, in particular, clause 9.

Publicity

5.21 The Affiliate will not make any claims, representations or warranties in connection with WH or any of the Sites. The Affiliate is not authorised to make any commitment or assume any liability or obligation on WH’s behalf or on behalf of any of the Sites.

PIPCU

5.22. The Affiliate undertakes to contact the Police Intellectual Property Crime Unit (“PIPCU”) at PIPCUantipiracy@city-of-london.pnn.police.uk and access the PPCU's Infringing Website List (the "List"). When marketing or promoting the Sites to any person or entity located in the United Kingdom, the Affiliate must not market or promote the Sites on any website, software, application or portal which appears on the List (as may be amended from time to time) and undertakes to check the List on a continuous basis in order to ensure that it is in strict compliance with such requirement.

5.23 The Affiliate acknowledges and agrees that, in the event that the Affiliate is found to be in breach of any of clauses 5.1 to 5.22 above, WH reserves the right to suspend the Affiliate’s account (and otherwise, its access to the WHAP) and/or withhold payment of all monies due to the Affiliate until it is satisfied that the matter is resolved and that the Affiliate is no longer in breach of any such clause. If WH cannot satisfy itself that any such breach has been resolved, it reserves the right to treat all payments or amounts due to the Affiliate as forfeited and to immediately terminate the Agreement by providing notice in writing to the Affiliate.

6 IDENTITY VERIFICATION; CHECKS SUPPORTING DOCUMENTATION

Identity Verification

6.1 In accordance with WH’s policies of:

a.  prohibiting and actively preventing money laundering and any activity that facilitates money laundering or the funding of terrorist or criminal activities,

b. complying with sanctions legislation throughout the world;

c.  managing the risk of services being (or otherwise preventing services from being) offered to “Politically Exposed Persons”; and

d. knowing who its customers, suppliers and partners are in accordance with Applicable Regulation,

WH will thoroughly verify the Affiliate’s identity, carry out checks and request documentation and/or other materials from the Affiliate from time to time (and the Affiliate agrees to provide any and all documentation and/or other materials requested by WH for such purposes). Such verification may be undertaken via information provided by the Affiliate and/or by obtaining information from public sources and data.

6.2 Should WH be unable, at any time, to adequately satisfy itself of the Affiliate’s identity, WH may: (i) (where the Affiliate has not yet been Approved) withhold its Approval of the Affiliate from the WHAP or (ii) where the Agreement has come into force, terminate this Agreement, with immediate effect, by providing notice in writing to the Affiliate. In either such eventuality, WH shall not be obliged to provide the Affiliate with any information as regards the reasons for such failure to identify the Affiliate.

6.3 The Affiliate agrees that WH may use any personal information provided by the Affiliate for the purposes of verifying its identity in accordance with this clause 6.

Supporting Documentation 

6.4 The Affiliate agrees to promptly provide WH with any supporting documents requested by  WH from time to time. The Affiliate is aware that WH has the right to delay and/or withhold payments if requested supporting documents have, at any time, not been received by WH. Supporting documents requested by WH may include originals and/or copies of any or all of the following (or any other documents):

a. For individuals: valid passport; valid driving licence; recent utility bill; letter of reference from the Affiliate’s bank; copies of recent bank statements.

b. For a company: certificate of incorporation; articles of association (or equivalent document); duly approved corporate resolution; a certificate of good standing; power of attorney; information regarding the identity of the beneficial owner of the company and the identity of the directors of the company.

7 RIGHTS AND OBLIGATIONS OF WH

Registering and Tracking WH Customers

7.1 WH will be responsible for registering the WH Customers and tracking their play, and will calculate the Affiliate Remuneration accordingly.  WH may use the Affiliate Tracking URL, the Affiliate Tracking Software and/or cookies to conduct such tracking.

7.2 WH reserves the right, at its sole discretion, to refuse new WH Customers or to close the accounts of existing WH Customers in accordance with any terms and conditions that apply in respect of such WH Customers.

7.3 WH may, from time to time, appoint third parties as designated parties whose websites shall be included, for the purposes of this Agreement, as Sites.

7.4 Payments. WH will pay the Affiliate Remuneration in accordance with the applicable reward plan which applies between the parties.

7.5 Reports. WH will provide the Affiliate with remote online access to reports regarding WH Customer activity and the Affiliate Remuneration generated (if applicable). The form, content and frequency of the reports will be determined at WH’s sole discretion (and shall be subject to change at WH’s discretion). WH will not be liable for the completeness or accuracy of any such reports.

7.6 Recording Calls. All telephone conversations between the Affiliate and any of WH’s staff may be recorded and the Affiliate hereby consents to such recording. Any recordings will be treated as “Confidential Information” (as defined in clause 9 below) and may be used by WH in the event of a misunderstanding, dispute or for training purposes.

8 AFFILIATE REMUNERATION

8.1 The mechanism for calculating the Affiliate Remuneration will be agreed in writing between the parties (for which email shall suffice). In the event no such written agreement is reached between the parties, the Affiliate Remuneration shall be structured on the basis of a Revenue Reward model and calculated in accordance with the WHAP Remuneration Table.

8.2 For the avoidance of doubt, where there is no revenue received by WH in respect of a WH Customer transaction (and the Affiliate Remuneration payable to the Affiliate in respect of such WH Customer is subject to a Revenue Reward model), no Affiliate Remuneration shall be payable in respect of such WH Customer transaction.

8.3 For the avoidance of doubt, if in any calendar month, the total sum payable to an Affiliate amounts to a negative sum, then such negative sum will be set-off against future payments due to the Affiliate until the full negative balance is set-off.

8.4 For the avoidance of doubt, where the Affiliate is entitled to receive a combination of CPA and Revenue Reward and, in a given calendar month, the Revenue Reward payable to the Affiliate amounts to a negative sum, the total Affiliate Remuneration payable in such calendar month will be the sum of any CPAs which are payable to the Affiliate less the applicable negative Net Gaming Revenue relating to such calendar month).

Dormant / inactive accounts

8.5 At any time where three (3) calendar months have passed without the Affiliate directing at least four WH Customers to the Sites, WH shall be entitled, in its discretion to: (i) suspend the Affiliate’s account; and/or (ii) reduce the rate of the Affiliate Remuneration. Such reduction may be notified to the Affiliate or may be published within the WHAP Remuneration Table.

8.6 If sums are not withdrawn from the Affiliate’s account (for example, because the Affiliate has failed to supply documentation requested of it by WH or the Affiliate’s bank account details are not correct) or the Affiliate’s account is otherwise inactive (such inactivity being where the Affiliate does not log into his/her account) for a period of at least six (6) months, the account will be deemed an “Inactive Account”. WH may notify the Affiliate that its account is an Inactive Account and that the Inactive Account Fee will be deducted, pursuant to clause 8.7 below, if the Affiliate does not reactivate its account in accordance with the timeframe set out in such clause and in accordance with WH’s instructions (“Inactive Account Notice”).

8.7 In the event an Inactive Account Notice is sent to the Affiliate, WH shall be entitled to retain fifty percent (50%) of the total balance remaining in the Inactive Account (“Inactive Account Fee”) after fourteen (14) days have elapsed from the date of such Inactive Account Notice. Should the Affiliate subsequently fail to reactivate his/her account in accordance with WH’s instructions, WH shall be entitled, upon expiry of forty five (45) days from the date of the Inactive Account Notice, to retain the remainder of the balance on such Inactive Account without further notice to the Affiliate. Following such retention, the Affiliate’s account will be closed and this Agreement will be deemed to have terminated.

Change of Affiliate Remuneration

8.8 The parties acknowledge and agree that WH shall be entitled to change the WHAP Remuneration Table at any time upon notice (e.g. via email or the WHAP newsletter) to the Affiliate. Any such change (including a corresponding reduction to the Affiliate Remuneration) will take effect from the date set out in such notice (or if no such date is set out in the notice, the date on which the notice itself is sent to the Affiliate).

Payment Procedure

8.9 The Affiliate shall ensure that the payment and/or bank account details detailed in its account are accurate, complete and up to date. Affiliate shall promptly update its account details in the event that its payment or contact information changes.

8.10 At the start of every calendar month, WH will make available to the Affiliate, in his/her account, a statement showing any sums due to the Affiliate in respect of the previous calendar month (each a “Statement”). All calculations in connection with the Statement (and the corresponding Affiliate Remuneration) will be made by WH (based on its systems, data and records) and such calculations will, in the absence of manifest error, be final and binding.

8.11 As part of its monthly payments process, WH will carry out a data reconciliation process to ensure data accuracy and correct billing for the previous month. This process may include: (a) the detection of Fraud (and any payments connected to Fraud shall be excluded from the Affiliate’s Remuneration) and (b) failed transactions attributed to the Affiliate’s account.  WH shall begin the reconciliation process at the start of each calendar month.

Payment to Affiliate / Minimum Thresholds

8.12 WH will pay the Affiliate Remuneration in accordance with each Statement within thirty (30) days of the calendar month to which the Statement relates. Payment shall be made in either Pounds Sterling, US Dollars or Euros (as determined by the Affiliate) and payment method (where available), provided that the amount payable to the Affiliate is:

a. where the Affiliate is using any e-payment system (such as Ecopayz, Skrill, PayPal or Neteller) made available by WH and operational in the Affiliate’s respective jurisdiction from time to time (it being the Affiliate’s responsibility to check that such e-payment system is effective in the Affiliate’s location in advance), not less than US$5 (five US Dollars) (or equivalent amount in the relevant currency); and/or

b. where the Affiliate is paid by wire transfer (it being acknowledged by the Affiliate that any such wire transfers will only be made in Pounds Sterling or US Dollars), not less than £50/€50 (as applicable),

in each case, the “Monthly Minimum”.

8.13 If the Monthly Minimum is not achieved by the Affiliate in a particular calendar month, WH will be entitled to withhold payment and carry the amount due to the Affiliate forward to the next calendar month (and so on) until the Monthly Minimum is reached. All payments will be due and paid in the currency selected by the Affiliate pursuant clause 8.12.

8.14 WH will transfer funds only to the designated bank account detailed on the Affiliate’s application form (or any such bank account which has been updated via the Affiliate’s account and approved by WH). It is the Affiliate’s responsibility to ensure that such designated bank account is not restricted from receiving funds from WH. Third party wire transfers are prohibited by WH. In the event that the Affiliate, and/or the Affiliate’s designated bank account, is located within the United States of America or any other non-UK jurisdiction, Affiliate may be required to comply with additional requirements in order to receive payment (such requirements to be notified by WH to the Affiliate from time to time).

Taxes and charges

8.15 The Affiliate is fully responsible for all taxes, fees and other costs incidental to and arising from any payments made to it under this Agreement. The Affiliate hereby indemnifies and agrees to immediately reimburse WH for any costs, expenses or losses that may be caused to, or suffered by, WH as a result of any claim or demand made by any governmental or other authority with regard to tax withholding obligations or similar obligations to which WH may be subject in connection with its relationship with (or as a consequence of making payments to) the Affiliate. WH will be entitled to withhold or set-off any such amounts from any payments made to the Affiliate.

8.16 In the event that, for whatever reason (including incorrect details being provided by the Affiliate), WH is charged by either its own, or the Affiliate’s bank for paying, or attempting to pay the Affiliate Remuneration (“Bank Charges”), Affiliate hereby indemnifies WH in respect of any and all sums which are paid or payable by WH in respect of such Bank Charges. WH shall be entitled to set-off Bank Charges against future Affiliate Remuneration owing to the Affiliate and/or may request immediate repayment of such Bank Charges from the Affiliate.

Right to withhold and set-off amounts

8.17 WH shall be entitled to withhold any amounts due and payable to the Affiliate under this Agreement, including if WH, in its sole discretion, considers:

a. that any Affiliate Fraud has taken place by, or in relation to, the Affiliate;

b. that any Affiliate Fraud is being contemplated by the Affiliate; and

c. that any Customer Fraud has taken place.

8.18 Further, WH shall be entitled to set-off from future amounts payable to the Affiliate, any amounts already received by the Affiliate which WH considers have been generated by Fraud.

9 CONFIDENTIALITY

9.1 During the Affiliate’s participation in the WHAP, WH may disclose to the Affiliate or the Affiliate might otherwise obtain certain information which is either marked as or by its nature is confidential and/or is proprietary to WH or a member of its group (herein referred to as "Confidential Information").

9.2 The Affiliate shall keep all such Confidential Information in strict confidence and not use any part of it, directly or indirectly, for any purpose other than the Approved Purpose.

9.3 Confidential Information shall not include any information that is generally known or available to the public (other than as a consequence of a breach of this Agreement), or information required to be disclosed by applicable law (in which case the Affiliate will give WH notice of such requirement prior to its disclosure).

10. TERM AND TERMINATION

10.1 This Agreement will come into force when the Affiliate’s application to join the WHAP is Approved and shall continue in force unless and until either the Affiliate or WH notifies the other in writing (via email shall suffice) that it wishes to terminate this Agreement, in which circumstances this Agreement will terminate with immediate effect (“Term”).

10.2 Notwithstanding the provisions of clause 10.1 above, and in addition to its other termination rights set out in this Agreement, WH may immediately terminate this Agreement, by providing notice in writing to the Affiliate (for which email shall suffice), if it determines, in its sole discretion:

a. that the Affiliate is engaged in, or is suspected of being engaged in, Affiliate Fraud;

b. that any WH Customers (which were introduced by, or are connected to, the Affiliate) are engaged in, or are suspected of being engaged in, Customer Fraud;

c. that it has not been provided with documentary or other evidence (in each case to WH’s satisfaction) regarding the Affiliate’s identity;

d. that the Affiliate, or any of the Affiliate’s activities, pose(s) a risk to the integrity of the WHAP;

e. that the Affiliate’s site is targeted at, or otherwise permits access to, people younger than: (i) the age of eighteen (18); or (ii) the minimum age which is necessary to participate in gambling activities in the respective jurisdiction;

f. that the Affiliate’s site is aimed at customers in, or otherwise permits access to, any of the Excluded Territories;

g. that the Affiliate’s site: (i) promotes discrimination based on race, sex, gender, religion, nationality, disability, sexual orientation or age, (ii) includes content which is libellous, obscene, sexually explicit or violent, (iii) promotes any unlawful activities or (iv) is otherwise deemed unsuitable or inappropriate by WH;

h. that the Affiliate or the Affiliate’s site violates any WH IPR or the intellectual property rights of any third party;

i. that the Affiliate or the Affiliate’s site is in breach of any Applicable Regulation or that WH’s (or member of its group’s) affiliation with, or connection to, such site (or the Affiliate) would cause WH (or a member of its group) to breach any Applicable Regulation;

j. that a change in Applicable Regulation (which has occurred or which is due to occur) would result in: (i) this Agreement becoming, or being likely to become, unlawful, illegal or unenforceable and/or (ii) it being likely that WH would cease to receive the commercial benefit from this Agreement which it had anticipated to receive at the date on which it became effective;

k. that the Affiliate has failed to comply with clause 2.4;

l. that the Affiliate’s activity is deemed by WH to prejudice WH’s compliance with any Applicable Regulations;

m. that the Affiliate has not complied with its data protection obligations under clause 19 below; or

n. that the Affiliate has materially breached this Agreement.

Consequences of Termination

10.3 Upon the termination of this Agreement for any reason, all rights and licences granted to the Affiliate in this Agreement shall immediately terminate. The Affiliate shall not be entitled to any additional Affiliate Remuneration post-termination. Further, the Affiliate must immediately:

a. remove any and all of Approved Content from its site;

b. disable any links from its site to any Site;

c. comply with any instructions of WH with respect to the return, destruction or deletion of any materials which have been provided, or made available, to it by WH; and

d. stop any activity which promotes, creates and/or implies an association between the Affiliate (on the one hand) and the WHAP, WH (or any member of its group) or the Sites (on the other hand).

10.4 WH may withhold the Affiliate’s final payment for a reasonable time to ensure that the correct amount is paid and that there are no debts or liabilities owing from the Affiliate to WH. WH will be entitled to deduct, from any payments due and payable to the Affiliate, any such debts and/or liabilities owed to it by the Affiliate (if any).

10.5 Any continued access and use by WH Customers of any of the Sites following the termination of this Agreement shall not constitute a continuation or renewal of this Agreement or a waiver of any prior termination or termination notice. For the avoidance of doubt, no additional payments will be due from WH to the Affiliate in relation to WH Customers who were introduced to a Site via the Affiliate.

10.6 The following clauses (together with any clauses which, by their nature, are intended to survive termination) shall survive termination of this Agreement for any reason: 2.4, 8.6, 10.3, 10.4, 11, 12, 13, 15, and 20.

11 THE AFFILIATE’S REPRESENTATIONS AND WARRANTIES

Without derogating from, and in addition to, any of the Affiliate’s other representations, warranties, covenants and obligations set out in this Agreement, the Affiliate hereby represents and warrants to WH that:

a. the execution, delivery and performance by the Affiliate of this Agreement and the completion by the Affiliate of the transactions contemplated hereby will not conflict with or violate any Applicable Regulation or other law, rule, regulation or agreement to which the Affiliate is subject;

b. the Affiliate is not under the age of:(i) eighteen (18) or (ii) the age at which gambling activities are legal under the law of the jurisdiction which applies to the Affiliate;

c. the Affiliate is not a resident of, and does not make any sites available or otherwise operate in, any of the Excluded Territories;

d. the Affiliate is not involved in or does not intend to be involved in or is not aware of any act or traffic that involves its site and that constitutes or can be reasonably expected to constitute fraud or illegal activity under any applicable law, rule or regulation (including those relating to money laundering);

e. the Affiliate will not, while using the Approved Content on or in respect of the Affiliate’s site, infringe (i) the WH IPR; or (ii) the intellectual property rights of any third party;

f. it will not breach any of clauses 5.1 to 5.21;

g. it does not consider WH’s services (or any member of their group) to be offensive, objectionable, improper or unfair in any way.

h. it shall not market or promote the Sites in any manner which: (i) portrays, condones or encourages behaviour that is socially irresponsible or which can lead to social or emotional harm; (ii) condones or encourages anti-social behaviour; (ii) exploits the susceptibilities, aspirations, credulity, inexperience or lack of knowledge of people or vulnerable persons; (iii) suggests or applies peer pressure to gamble or that abstention from gambling is disparaging (iv) suggests that gambling is a “rite of passage"; or (v) suggests that gambling can resolve financial problems or make people appear more attractive;

i.  it is receiving the benefit of this Agreement as a business and not as a consumer (and, in receiving the benefit of this Agreement, it will not hold itself out as a consumer in any respect); and

j. it shall ensure that the Approved Content (and any other content relating to WH or its brands) does not appear alongside, or on the same website page or application page as, the content of any betting operators who carry out their business without the requisite regulatory licences in the United Kingdom.

12 INDEMNITY

Without limiting any of WH’s rights and remedies hereunder or under any Applicable Regulation, the Affiliate hereby agrees to defend and hold WH and its shareholders, directors, officers, employees, agents and other representative harmless from, and to immediately indemnify them upon their written demand against, any and all liabilities, losses, damages, costs and expenses, (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) resulting from, arising out of, or in any way connected with:

a. any breach by the Affiliate of any warranty, representation or other term set out in this Agreement;

b. the performance of the Affiliate’s duties and obligations under this Agreement;

c. any breach by the Affiliate of any Applicable Regulation;

d. any action or omission by or of Affiliate that causes WH (or any member of its group) to be in breach of any Applicable Regulation;

e. any claim or demand by a third party relating to the development, operation, maintenance or content of the Affiliate’s website (including the content on it, its domain name, any metatag or any adword or other search engine optimisation tool connected to it); and

f. any and all payments that WH (or a member of its group) is required to make to any of the Affiliate’s employees in the event that any judgment is imposed on WH stating that an employer-employee relationship existed between WH (or member of its group) and such Affiliate employee.

13 LEGALITY OF USE

13.1 The Affiliate accepts sole responsibility for determining whether its participation in the WHAP is compliant with Applicable Regulations. The Affiliate understands and hereby acknowledges that WH does not provide any guarantee, recommendation or assurance regarding such compliance.

13.2 The Affiliate acknowledges that it should obtain independent legal advice in respect of its participation in the WHAP, and that, if the Affiliate has any doubts or concerns regarding its participation in the WHAP or the receipt of any payments from WH, the Affiliate should not participate in the WHAP.

14 NO WARRANTIES

14.1 Except as expressly set forth in this Agreement, WH does not make any any express or implied warranties or representations with respect to the WHAP or in respect of any arrangements contemplated by this Agreement (including with respect to their functionality, fitness for any particular purpose, suitability, merchantability, legality or non-infringement).

14.2 In addition, WH does not make any representation that the operation of the Sites will be uninterrupted or error-free and WH will not be liable for the consequences of any interruptions or errors.

14.3 WH shall not be liable in any way, nor shall it assume any responsibility for or make any representations or warranties with regard to, any of the Sites, their operations, content or any other aspect related thereto.

15 LIMITATION OF LIABILITY

15.1 Any liability of WH to the Affiliate arising under or in connection with this Agreement and the WHAP is limited to direct losses only. WH will not, under any circumstances, be liable for indirect, special, or consequential damage or loss of any kind, nor will it be liable for any other losses including, without limitation:

a. loss of business, profits, revenue, contracts or anticipated savings,

b. loss, damage or corruption of or to any data,

even if it has been advised of the possibility of such damages or losses.

15.2 In any event and under any and all circumstances, WH’s total liability arising under or in connection with this Agreement and the WHAP will not exceed the lower of: (i) the aggregate of all payments actually paid to the Affiliate under this Agreement over the twelve (12) month period preceding the event giving rise to the liability; and (ii) £10,000 (ten thousand pounds).

15.3 Nothing in this Agreement shall serve to limit either party’s liability to the other for: (i) death or personal injury caused by that party’s negligence; (ii) fraud or fraudulent misrepresentation or (iii) any other claim which cannot be excluded or limited by law.

15.4 For the avoidance of doubt, in no event shall WH (or a member of its group) be responsible or have any liability for any dispute or claim between the Affiliate and: (i) any Affiliate Customer (ii) any WH Customer or (iii) any other user of the Affiliate’s website.  Affiliate hereby agrees to defend and hold WH (and each member of its group) and its shareholders, directors, officers, employees, agents and other representative harmless from, and to immediately indemnify them upon their written demand against, any and all liabilities, losses, damages, costs and expenses, (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) which result from, arise out of, or are in any way connected with such disputes or claims.

16 RELATIONSHIP OF PARTIES

16.1 The relationship between the parties to this Agreement is that of independent contractors and nothing contained in this Agreement shall be deemed to create a joint venture, partnership, employment, agency or similar arrangement between the parties.

16.2 No party possesses the power or authority to bind the other, or to assume or create any obligation or responsibility, expressed or implied, on behalf of the other, and no party shall represent to anyone that it possesses such power or authority. The Affiliate will not make any statement, whether orally, on its site or otherwise, that could be reasonably construed to contradict the foregoing.

17 AMENDMENTS TO AGREEMENT

17.1 Without prejudice to clause 17.2 below, WH may unilaterally amend any of the terms and conditions set out in this Agreement, at any time and at its sole discretion, by posting the amended agreement on the "Terms & Conditions" page on the William Hill Affiliates Website. Any changes will take effect from the date specified at the head of the updated version of this Agreement (“Amendment Date”), and Affiliate hereby agrees to be bound by such changes on and from the Amendment Date. The Affiliate is solely responsible for regularly checking the William Hill Affiliates Website and making itself aware of any such amended versions and changes.

17.2 Notwithstanding the generality of clause 17.1 or any other provision of this Agreement, WH shall be entitled to require that the Affiliate amends, deletes or removes (promptly and, in any event, within 48 hours) any or all of the Approved Content in accordance with WH’s instructions.

17.3 Any variation of or amendment to this Agreement must, if the variation or amendment is proposed by: (i) WH, be published on the William Hill Affiliates Website; and (ii) Affiliate, be documented in writing and signed by both parties. None of Affiliate, or the Affiliate or WH’s employees, officers or agents may orally amend, modify or waive any provision of this Agreement.

17.4 If any amendment made pursuant to clause 17.1 is unacceptable to the Affiliate, the Affiliate’s only recourse is to terminate this Agreement, pursuant to clause 10.1, with immediate effect. Affiliate’s continued participation in the WHAP following the Amendment Date will constitute a binding acceptance by Affiliate of the amended Agreement, irrespective of whether or not the Affiliate has actually learned of or read the relevant changes.

18 MARKETING

18.1 Affiliate agrees that it shall not send direct promotional or marketing messages to any WH Customer or potential WH Customer via email, post, SMS, or any other means unless it has received WH’s explicit prior written consent. In no circumstance shall any consent provided by WH pursuant to this clause 18.1 include the right for Affiliate to send any such direct marketing messages, or any other content, to Excluded Customers.

18.2 In the event that Affiliate has been given written permission by WH to engage in direct marketing, the Affiliate shall, prior to sending any such communication, share its database of Affiliate Customers (“Affiliate Database”) with WH (via a secure method as notified by WH to the Affiliate from time-to-time). WH will use its bespoke software (the "Excluded Customers API") to identify anyone within the Affiliate Database who is an Excluded Customer.  WH will remove the Excluded Customers from the Affiliate Database before returning the revised Affiliate Database to the Affiliate.  WH shall use the data within the Affiliate Database solely for the purpose of identifying and removing any Excluded Customers. The removal of the Excluded Customers from the Affiliate Database shall not relieve the Affiliate of any of its obligations under this clause 18.

19 DATA PROTECTION

Data Protection Legislation & WH Customers

19.1 For the purposes of this Agreement, the terms “controller”, “data subject”, “personal data”, “process”, “processing” and “processor” shall each have the meaning given to them in the Data Protection Legislation.

19.2 The Affiliate acknowledges and agrees that it is a controller in respect of personal data of Affiliate Customers.  The Affiliate acknowledges and agrees that WH shall be a controller in respect of personal data of WH Customers.

19.3 In the event of duplication of any data subject’s personal data between Affiliate Customers and WH Customers, the Affiliate and WH acknowledge and agree that they shall be acting as controllers in common and not joint controllers in respect of the independent processing of such data subject’s personal data.

19.4 The Affiliate represents, warrants and agrees that, subject always to clause 18.1 and 18.2:

a. it shall always obtain the express and valid consent of Affiliate Customers (in accordance with the requirements of the Data Protection Legislation) to whom it sends direct marketing;

b. any direct marketing it sends out to Affiliate Customers and the consents related to the same shall be independent of, and governed separately from, any marketing consents that WH may have in respect of WH's own marketing of its own services;

c. all direct marketing sent to Affiliate Customers shall include an opportunity for Affiliate Customers to opt-out of all future direct marketing from Affiliate;

d. it will not send any direct marketing to Affiliate Customers: (i) who have not given express consent to receive direct marketing; (ii) who have opted out from such marketing; or (iii) where WH has notified Affiliate in writing (pursuant to the Excluded Customers API or otherwise) that such WH Customer must not be contacted;

e. it shall at all times comply with the Data Protection Legislation including, without limitation, ensuring that Affiliate Customers' personal data: (i) is collected fairly, lawfully and transparently; (ii) is processed in accordance with a lawful condition (as set out in the Data Protection Legislation); and (iii) is protected from loss, theft, accidental destruction or unauthorised access by implementing appropriate technical and organisation measures in respect of such personal data; and

f. any communications sent by it or any of its processors are duly tagged to allow tracking in the event that they are forwarded WH (or member of its group) as part of a complaint.

19.5 The Affiliate shall not (save for the Approved Content) market any goods or services to any WH Customer, or transfer such WH Customer’s details to any third party, unless that WH Customer’s personal data  is in the Affiliate’s possession prior to the execution, and independently of, of this Agreement.

19.6 The Affiliate shall notify WH immediately in the event that it breaches (or suspects that it has breached): (i) any of the provisions of this clause 19 or (ii) the Data Protection Legislation in respect of a WH Customer.

19.7 The Affiliate shall comply with (and shall confirm its compliance by email to affiliates-support@williamhill.com) any instructions given by WH in respect of this clause 19, no less than 48 hours after receipt of such instruction.

19.8 The Affiliate shall notify WH immediately in the event that: (i) any Affiliate Customer makes a complaint to the Affiliate, or (ii) any competent data protection regulator contacts the Affiliate in respect of direct marketing, the Affiliate's processing of any Affiliate Customer's personal data or any other matter which might impact WH (or member of its group).

19.9 Without prejudice to clause 19.8, WH may, from time to time, request that the Affiliate provides evidence of its compliance with this clause 19 and Affiliate shall promptly provide such evidence as WH may reasonably request and, in any event, within seven (7) days of receipt of such request.

19.10 The Affiliate shall ensure that any processor acting on its behalf complies with Data Protection Legislation and ensures the processor and any of the processor’s sub-processors process the relevant personal data securely and in compliance with Data Protection Legislation..

19.11 The Affiliate shall provide WH with all such assistance as necessary or requested by WH in respect of data breaches, claims and requests for information made in relation to WH (including any data subject access requests) in respect of any communications sent by the Affiliate under this Agreement (including any investigations made by a competent data protection regulator).

19.12 The Affiliate hereby indemnifies WH (and each member of its group) in respect of all costs, claims, fines, group actions, damages and expenses incurred by WH (and/or member of its group, or for which WH (or member of its group) may become liable, due to any failure by the Affiliate, its employees, agents, subcontractors or processors, to comply with any of its (or their) obligations under this clause 19 and/or the Data Protection Legislation. Nothing in this Agreement shall limit the Affiliate’s liability under this clause 19.

Use of the Affiliate’s personal data.

19.13 The Affiliate hereby acknowledges that WH may process the Affiliate’s personal data for the following purposes:

a. to set up and maintain the Affiliate’s account with WH;

b. to make payment of the Affiliate Commission to the Affiliate;

c. sharing the Affiliate’s account information with any third party platform engaged by WH from time to time, as necessary to facilitate the management of the WHAP, including the making available of Banners and Links to the Affiliate, and calculating the Affiliate Remuneration;

d. to comply with relevant regulations regarding the Affiliate’s registration with WH, including verifying the information which the Affiliate provides to WH;

e. to monitor the activities (of either the Affiliates and/or WH Customers) in order to detect fraudulent or otherwise unlawful, criminal or improper activities (including money laundering) and breaches of this Agreement and/or the WHAP;

f. to investigate and/or prevent any of the activities at clause 19.13(e), and to report any such activities to any relevant authorities; and/or other online gambling and gaming operators or other online service providers;

g. to keep the Affiliate informed of future events, offers and promotions in relation to its account;

h. to provide the Affiliate with important information about the Affiliate’s account; and

i. for any other purpose which is necessary for the performance of WH’s contractual obligations to the Affiliate, or for enforcing the Affiliate’s compliance with its contractual obligations to WH.

19.14 The Affiliate further acknowledges that its personal data may be disclosed by WH to relevant third parties for such purposes, including (without limitation) to:

a. identification and/or age verification agencies;

b. credit checking agencies; and/or

c. relevant authorities, other online gambling and gaming operators, other online service providers, banks, credit card companies, electronic payment providers or other financial institutions,

d. and the Affiliate hereby agrees to cooperate fully and promptly with WH in respect of any such investigations of activities which it or any such third party may carry out.

19.15 WH shall ensure that, where the Affiliate's personal data is transferred outside of the European Economic Area, it shall have adequate measures in place to maintain the security of the Affiliate's personal information.

19.16 The Affiliate shall, if requested by WH from time to time, include a link on its website(s) to any privacy policy which WH requires it to include.

20 MISCELLANEOUS

20.1 Remedies and Injunctive Relief. The exercise of one or more of WH’s rights or remedies in connection with this Agreement shall not preclude the exercise of any other right or remedy. The Affiliate acknowledges, confirms and agrees that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach by the Affiliate of any provision of this Agreement, WH’s rights and obligations may be enforceable by specific performance, injunction, or other equitable remedy. Nothing set out this Agreement shall limit or affect any of WH’s rights at law, equity, contract or otherwise for a breach or threatened breach of any provision of this Agreement.

Governing Law and Jurisdiction.

20.2 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales.

20.3 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

20.4 The English language version of this Agreement will prevail over any other language version issued by WH.

20.5 Severability. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the remainder of this Agreement.

20.6 Third Parties. A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

20.7 No Waiver. WH’s failure to enforce the Affiliate’s strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.

20.8 No Assignment. The Affiliate may not assign or transfer this Agreement, the Licence or any part thereof without WH’s prior written consent.

20.9 Entire Agreement. This Agreement constitutes the complete understanding and agreement of the parties and supersedes all prior negotiations, understandings, agreements, representations and warranties of any nature whether or not in writing between the parties with respect to the subject matter of this Agreement.Each party acknowledges that, in entering into this Agreement, it has not relied upon any oral or written statements, collateral or other warranties, assurances, undertakings, misrepresentations or representations that were made by or on behalf of the other party in relation to the subject matter of this Agreement at any time before its signature, other than those that are set out expressly (or cross-referred to) in this Agreement. Notwithstanding the foregoing, nothing in this clause 20 will exclude or restrict the liability of either party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment.

20.10 Notices. Unless otherwise agreed to by the parties in writing, all notices required under this Agreement will be deemed effective: (i) in the case of notices sent by the Affiliate, when received and read by WH with a read receipt requested by way of email to affiliates-support@williamhill.com, and (ii) in the case of notices sent from WH to the Affiliate (save where WH is permitted to amend this Agreement in accordance with clause 17.1 – in which circumstances the amendments will take effect in accordance with that clause), when the email is sent to the email address registered by the Affiliate when setting up its account (or which is otherwise updated by the Affiliate via its account).

20.11 Interpretation. If the Affiliate is unsure as to whether any of its marketing (or other) activities comply with the terms of this Agreement, it hereby undertakes that it shall not conduct such marketing (or other) activities without first obtaining the prior written approval of WH.