TERMS AND CONDITIONS FOR WILLIAM HILL AFFILIATES AFFILIATE PROGRAMME
The following terms and conditions (“the Agreement”) are those governing the William Hill Affiliates Affiliate Programme (“WHAAP”)
Please read these terms and conditions before joining the WHAAP
IF YOU DO NOT AGREE WITH THIS AGREEMENT (OR ARE NOT AUTHORISED TO DO SO) YOU MAY NOT JOIN THE WHAAP.
If you have already joined the WHAAP and you do not agree to this Agreement, you must email the Affiliate Team at email@example.com to terminate your membership of the WHAAP and this Agreement.
If you have any questions regarding these terms and conditions please contact the Affiliate Team at the same email address above.
IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS OR OTHERWISE WISH TO REMOVE YOURSELF FROM THE WHAAP YOU SHOULD CONTACT firstname.lastname@example.org NOTIFYING THE OPERATOR OF YOUR REQUEST TO BE REMOVED FROM THE WHAAP.
The William Hill Affiliates Website and the WHAAP are owned and operated jointly and severally by:
- WHG (International) Limited, (company number 99191), registered in Gibraltar with registered office at 6/1 Waterport Place, Gibraltar; and
- WHG Spain PLC (company number 106862), registered in Gibraltar with registered office at 6/1 Waterport Place, Gibraltar
herein together to be referred to as “the Operator” and therefore any reference to William Hill Affiliates shall be deemed to be a reference to the Operator.
By completing and submitting the application form found on the William Hill Affiliates website which the Affiliate can locate by clicking here, the Affiliate is deemed to have agreed to be bound by all the terms and conditions set out in this Agreement.
“Affiliate” means a member of the William Hill Affiliates Affiliate Programme;
“Affiliate Customers” means those potential Customers that Affiliate directs (or has collected for the purpose of directing) to Sites pursuant to this Agreement and, for the avoidance of doubt, includes those potential Customers who become Customers as a direct result of the Affiliate's actions;
“Affiliate Marketing Customers” means the Affiliate Customers less the Excluded Customers;
“Approved Marketing” means marketing by using the Tracker via the Operator’s approved Banners and Text Links and Promotional Messaging, including promotion on the Affiliate’s websites;
“App” means the Operator’s mobile application or widget on any platform;
"Banners and Text Links" are the graphical artwork or text that direct traffic to Sites and/or to the Apps through the Affiliate’s Tracker, to permit a Customer to hyperlink to any Site or App;
"Bingo Net Revenue" means the amount of Bingo bets placed by Customers in the relevant calendar month less: (i) the bingo winnings; (ii) bingo bonuses; (iii) Chargebacks; (iv) Gambling Taxes; and (v) any other revenue returns, credits, compensations or refunds given to Customers;
"Casino Net Revenue" means the amount of Casino (including live casino) bets placed by Customers in the relevant calendar month less: (i) the Casino (including live casino) winnings; (ii) Casino (including live casino) bonuses (taking into account any adjustments to the same); (iii) Chargebacks; (iv) Gambling Taxes; and (v) any other revenue returns, credits, compensations or refunds given to Customers;
"Chargeback" or "Credit" is a credit card transaction which is not collectable by a credit card company as a result of Customer’s non-payment or fraudulent credit card use, or other Customer payment transaction which is revoked and for which a credit is given;
"Consumer Protection Legislation" means the legislative and statutory requirements applicable to the conduct of arrangements with the Customers and potential customers, including, (without limitation), the Consumer Rights Act 2015 and the Consumer Protection from Unfair Trading Regulations 2008), each as amended from time to time, and, in particular, the content of a statutory undertaking given by WHG (International) Limited to the Competition and Markets Authority, dated 28 February 2018;
“CPA” means Cost Per Acquisition;
"CPA Payment" is the one-time payment for every qualifying Customer payable to the Affiliate if it chooses the CPA reward plan;
"Customer" is an individual that: (i) has opened a new account with the Operator in respect of a relevant Site; (ii) has not previously opened an account with the Operator in respect of such Site; (iii) has had their account registration details adequately validated and approved by the Operator, including (without limitation) that the individual is confirmed to be 18 years of age or above; (iv) places stakes, or plays, (as relevant) with deposited money on the relevant Site via the Affiliate’s Tracker(s); and (v) is qualified and authorised to access and use the relevant Site in accordance with the terms and conditions of use of such Site and complies with all applicable laws, rules and regulations;
"Customer Rake" means, in relation to poker, any rake collected from a Customer whereby the rake calculation method is determined by the Operator’s poker software provider from time to time;
“Data Protection Legislation” means all applicable data protection, privacy and electronic marketing legislation, including any national legislation implementing Directive 95/46/EC and Directive 2002/58/EC, GDPR (and any related national legislation), any equivalent, replacement or repealing legislation, and any codes of practice issued by a Competent Data Protection Regulator relating to the same at any time;
"Database” means any storage medium belonging to the Operator which contains, holds, stores or processes data which is owned or controlled by the Operator, or is licensed to or under the control of the Operator, including (but without limitation) any such medium relating to Customers and other users of the Website;
"Deposits" are the funds transferred by Customers to their Customer accounts at the relevant Sites;
"Excluded Customers" means those individuals notified to the Affiliate by the Operator who should not receive direct marketing from the Affiliate;
"Exit Traffic" means the traffic that an Affiliate brings via an exit window, when Customers leave a Site (using the Affiliate’s unique Tracker);
"Fraud" means an actual or attempted act by the Affiliate or any Customer which is reasonably deemed by the Operator to be (i) illegal in any applicable jurisdiction; (ii) made in bad faith; or (iii) intended to defraud the Operator or any of the Sites and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes the Operator or any of the Sites any damage or harm. Fraud shall include, without limitation, collusion; abuse of bonuses or other promotions; abuse of the CPA reward structure; violation of money-laundering or other laws and regulations; Spamming; false, misleading or unauthorised advertising or representations; use of stolen credit cards; rake-back activity; and unauthorised use of any intellectual property rights (including third parties' and any of the Operator’s or the Sites' rights, and registering or attempting to register adwords in breach of this Agreement), and “Fraudulent” shall be construed accordingly;
“Gambling Commission” means the regulator of commercial gambling in Great Britain whose website is at http://www.gamblingcommission.gov.uk/;
“Gambling Taxes" means any tax, duty or levy, including VAT or equivalent, payable by the Operator to any authority in any jurisdiction in respect of bets, stakes, rakes or entry fees received from Customers, whether charged on turnover, gross profits and/or any other profit calculation, although not including corporate income tax or equivalent;
“GDPR” means Regulation (EU) 2016/679, known as the General Data Protection Regulation;
"Licensed Marks" means any logo, trade mark, trade name, design, domain name, insignias or similar identifying material that are owned by, and/or licensed to, the Operator or any of its group companies, or any of the Sites;
“Licensing Objectives” means the licensing objectives set out in Section 1 of the UK Gambling Act 2005 and any superseding legislation, being: (i) preventing gambling from being a source of crime and/or disorder, being associated with crime or disorder and/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 from being harmed and/or exploited by gambling;
“Master Affiliate” is an Affiliate who introduces any Sub-Affiliate;
“Online Gaming Products” means the Operator’s online poker, casino (including live casino) and bingo products;
“Poker Gross Revenue” means the total of all Customer Rakes plus poker tournament entry fees in the relevant calendar month, less Chargebacks; and any other revenue returns, credits, compensations or refunds given to Customers;
"Poker Net Revenue" means the total of all Customer Rakes plus poker tournament entry fees in the relevant calendar month, less (i) Poker bonuses (taking into account any adjustments to the same); (ii) Chargebacks; (iii) Gambling Taxes; and (iv) any other revenue returns, credits, compensations or refunds given to Customers;
“Poker Side Games” means Casino games within the Operator’s poker software;
"Promotional Messaging" means graphical artwork or text regarding specific promotion campaigns, sent by the Operator from time to time for dissemination by the Affiliate by email, telephone call, instant message, SMS or any other method that requires the Affiliate has the recipient’s valid consent to receive direct marketing;
"Revenue Reward" is the percentage of Casino Net Revenue, Poker Net Revenue, Sportsbook Net Revenue or Bingo Net Revenue payable to the Affiliate if they choose the Revenue Reward reward plan;
"Sites" are the websites and the Apps promoted by the Operator and/or any designated third party appointed by the Operator from time to time and offered within the WHAAP from time to time, and all of their related pages, and “Site” or “App” shall mean any of them;
"Spam" means emails and messages that meet any one or more of the following criteria: (i) unsolicited mailing, usually sent to a large number of addressees; (ii) contains false or misleading statements; (iii) does not truthfully identify the source or the originating IP Address and / or the originating email address; (iv) does not contain an online and real time Remove option, (v) bundles certain software with other software, or (vi) inserts icons or causes software download or installation or similar action without the consent of the addressee; and “Spamming” shall be construed accordingly;
“Sportsbook” means the Operator’s online sports betting product;
“Sportsbook Net Revenue” means the amount of Sportsbook bets placed by Customers in the relevant calendar month less: (i) the Sportsbook winnings; (ii) Sportsbook bonuses (taking into account any adjustments to the same); (iii) Chargebacks; (iv) Gambling Taxes; and (v) any other revenue returns, credits, compensations or refunds given to Customers;
"Sub-Affiliate" means any individual who is introduced to the Operator by the Affiliate and who joins the WHAAP as a regular Affiliate, and in respect of which the Operator shall pay the Master Affiliate certain rewards, as further described in this Agreement;
"Tracker" a unique tracking URL that the Operator shall provide exclusively to the Affiliate for the term of this Agreement, through which the Operator shall track Customers and calculate an Affiliate’s Revenue Reward or CPA Payment, as applicable;
“William Hill Affiliates Website” means the website with URL http://affiliates.williamhill.com.
2. APPOINTMENT AND PROPRIETARY RIGHTS
2.1.1 Appointment as an Affiliate under the WHAAP will occur only once the Operator has received and approved the applicant’s completed application form to become an Affiliate. Upon such approval (which will be at the Operator’s sole discretion and which will be notified to the Affiliate by e-mail), this Agreement will become binding on both parties.
2.1.2 The Affiliate agrees that it shall neither apply to be, nor be appointed as, an Affiliate if it is an employee, agent or subcontractor of the Operator or any company in the same group of companies as the Operator; or if it is connected in any way to a person or company which meets this definition.
2.2 Directing new Customers
2.2.1 Once approved to be an Affiliate under the WHAAP the Operator will grant the Affiliate a non-exclusive, revocable right to direct potential Customers to the Sites, in accordance with this Agreement.
2.2.2 This Agreement does not grant the Affiliate an exclusive right to direct potential Customers to the Sites or any other exclusive right in connection with the Sites or with the WHAAP. Except for the payment of the Revenue Reward or CPA Payment (as applicable) the Affiliate will not have any rights with respect to any Customers.
2.2.3 The Operator may operate additional affiliate programmes in connection with the Sites or any other sites, and the Affiliate will have no right in connection with such other programmes, other than those rights the Operator may expressly grant to the Affiliate.
2.3 Licence to Use the Licensed Marks
2.3.1 The Operator hereby grants the Affiliate a non-exclusive, revocable, non-transferable licence, for the term of this Agreement, to use any of the Licensed Marks solely for the Approved Marketing (“Licence”).
2.3.2 This Licence cannot be sub-licensed, assigned, sold or otherwise transferred by the Affiliate without the Operator’s prior written approval. The Affiliate’s right to use the Licensed Marks is limited to and arises only out of the Licence. The Operator has the right to terminate the Licence at any time by providing written or electronic notification to the Affiliate. The Licence will be terminated automatically upon the termination of this Agreement for any reason.
2.3.3 The Affiliate shall not assert the invalidity or unenforceability, or otherwise contest the ownership of the Licensed Marks, in any action or proceeding of whatever nature, and shall not take any action that may prejudice the Operator and its Licensed Marks or the Company IP as such term is defined below, the WHAAP or any of the Sites and not to do any act or omission which may invalidate or weaken the validity of the Licensed Marks or the Company IP or diminish the Company IP or the Licensed Marks’ associated goodwill.
2.3.4 The Affiliate shall not register or attempt to register any logo, trade mark, trade name, insignia, design, domain name or similar identifying material that contain the Company IP or are confusingly similar to or are comprised of any of the Licensed Marks or Company IP.
2.3.5 The Affiliate shall not register or attempt to register and/or open domain names or social media pages or accounts (on any platform) which comprise and/or are similar or confusingly similar to the Company IP or Sites including the Operator’s name, or any other associated brands or companies, including (for the avoidance of doubt) any misspellings of the domain names of any of the Sites (commonly known as ‘typo-squatting), or any phonetics of any of the Sites.
2.3.6 In the event that the Affiliate does register any domain name referred to in clause 2.3.5, it will on demand by the Operator, immediately cease its use of any such domain name and transfer any such domain name to the Operator or to a third party elected by the Operator.
2.3.7 In the event the Affiliate does register any domain name referred to in clause 2.3.5, the Operator reserves the right to withhold payments due to the Affiliate until such time as the provisions of clause 2.3.6 have been met to the Operator’s satisfaction. Should the Affiliate fail to comply within a reasonable time of the Operator’s request to do so, or fail altogether to comply with the provisions of clause 2.3.6 and/or the Operator’s instructions in this regard, without prejudice to any of its rights pursuant to applicable legislation, any outstanding payments due from the Operator to the Affiliate shall be forfeirted and the Operator may terminate this Agreement with immediate effect.
2.3.8 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, are similar or otherwise resemble any of the Company IP including without limitation the Licensed Marks. This includes, and is not limited to, any words containing, or derived from, the names of the Sites or the brands used on them, and any typo errors or phonetics of them.
2.3.9 The Affiliate shall immediately cease to use all Company IP including without limitation the Licensed Marks upon being notified to do so by the Operator (either by electronic or written notification) or on any termination of this Agreement.
2.4 Commercial Use Only
2.4.1 The marketing opportunity presented in the WHAAP is for commercial use only, and the Affiliate, its family members, friends or associates may not make Deposits, directly or indirectly, through any of its Trackers for its or its own personal use or to increase the amounts payable to it under this Agreement by any act which involves Fraud.
2.4.2 If the Affiliate wishes to make test transactions to evaluate the system, including Deposits, it should contact email@example.com so the Operator can refund the charges once the Affiliate has completed its testing.
2.4.3 Transactions deemed by the Operator at its sole discretion to be made in violation of this provision will be deemed Fraud traffic and the Operator will deduct applicable Deposits or traffic from the amounts payable to the Affiliate hereunder.
2.5 Customers' Data
2.5.1 The Affiliate acknowledges and agrees that all data relating to the Customers shall be and remain the Operator’s exclusive property.
2.6 Reservation of IP Rights
2.6.1 The Affiliate acknowledges and agrees that: a) the Operator and/or any of its group companies is the sole and exclusive owner of all intellectual property rights, including, without limitation, copyrights, in any marketing methods, campaigns, slogans, techniques, Affiliate arrangements, data , trade names, trade marks, brand names, domain names, websites, graphics and designs used by the Operator in connection with the Sites and/or the WHAAP and/or otherwise (“Company IP”); and b) the Operator is entitled to use the same in any way or manner at its sole discretion; and it is entitled to maintain such Company IP confidential and withhold its disclosure to the Affiliate unless the Operator agrees otherwise.
2.6.2 The Affiliate acknowledges and agrees that the Operator is the sole and exclusive owner of its Database, and that the Affiliate shall not make any direct or indirect use of such Database, nor retain a copy in any form or manner whatsoever of the Database, or market any goods or services to any Customer whose details appear in the Database (including the transfer of such details to any third party), unless that Customer’s information is in the Affiliate’s possession or known by it prior to the execution of this Agreement.
2.7 Statutory Requirements
2.7.1 The Affiliate acknowledges that the Operator is:
- 126.96.36.199 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
- 188.8.131.52 subject to the requirements of Consumer Protection Legislation.
2.7.2 By joining the WHAAP the Affiliate agrees:
- 184.108.40.206 to have due regard for, and act at all times in a manner consistent with, the Licensing Objectives, as though it were a licensee of the Gambling Commission itself, and agrees to demonstrate its consideration of, and adherence to, the Licensing Objectives in all of its activities as an Affiliate;
- 220.127.116.11 to comply with the Consumer Protection Legislation, to observe and comply with all directions and instructions issued by the Operator concerning compliance with the Consumer Protection Legislation and to ensure that it shall not, in its activities pursuant to clause 3 below, prejudice, or otherwise interfere with, the Operator’s compliance with the Consumer Protection Legislation. In particular, the Affiliate shall not alter the appearance, design and content of the Operator’s approved Banners and Text Links and/or Promotional Messaging, or complete any action that will have the effect of: (i) altering or removing any promotional terms and conditions which the Operator includes on any Banners and Text Links and/or Promotional Messaging; or (ii) affecting the means by which a potential Customer may access such promotional terms and conditions from the Banners and Text Links and/or Promotional Messaging, including the expectation that such promotional terms and conditions must be accessible within a single 'click' of the Operator’s approved Banners and Text Links and/or Promotional Messaging or on any linked landing and/or sign-up webpages (or technological equivalent location in non-browser based platforms and technologies such as mobile phone applications).
- 18.104.22.168 to provide such information to the Operator as it may reasonably require in order to enable it to comply with its information reporting and other obligations to the Gambling Commission.
3.THE AFFILIATE’S RIGHTS AND OBLIGATIONS
3.1 Promotion and Link to Sites
3.1.1 By joining the WHAAP the Affiliate agrees to market, promote and refer potential Customers to the Sites, by creating and maintaining a unique link from its site to the Sites and by disseminating Promotional Messaging received from the Operator.
3.1.2 This link may be established with one or more of the Operator’s Banners and Text Links. The Affiliate will be solely liable for the content and manner of its marketing and promotional activities and shall also ensure that all key qualifying criteria relating to any promotions are displayed in a clear and transparent manner. All such activities must be conducted at all times in a professional and lawful manner and compliant with the Consumer Protection Legislation and all legislation, regulations and codes of practice (including without limitation relevant advertising codes of practice) within the jurisdiction the Affiliate is operating from and also the various jurisdictions of the Customers and any related gambling legislation including but not limited to the UK Gambling Act 2005.
3.1.3 The Affiliate shall ensure that all marketing, advertising and promotions targeted at potential Customers in the United Kingdom or otherwise subject to regulation by the Gambling Commission shall include the wording set out at 22.214.171.124 – 126.96.36.199 below.
- 188.8.131.52 “www.gambleaware.co.uk”;
- 184.108.40.206 “18 + only”; and
- 220.127.116.11 “Terms and Conditions apply”
3.1.4 Where the Affiliate targets potential Customers in Italy, the Affiliate shall ensure that all marketing, advertising and promotions shall include the logos and wording set out at 18.104.22.168 – 22.214.171.124 below.
- 126.96.36.199 Two regulator logos (as provided by the Operator);
- 188.8.131.52 “18 + only” and/or the equivalent wording in Italian;
- 184.108.40.206 Company Name – WHG (International) Ltd. and Licence N. 15038; and
- 220.127.116.11 “Terms & Conditions available on www.williamhill.it” and/or the equivalent wording in Italian.
3.1.5 With the Operator’s written permission, the Affiliate may link directly to the Sites' downloadable.exe file, and in such instance the Operator may ask the Affiliate to comply with additional relevant requirements.
3.2 Approved Marketing and Layouts
3.2.1 The Affiliate will promote the Sites solely by way of Approved Marketing and will not alter the appearance, design and content of the Operator’s approved Banners and Text Links and Promotional Messaging unless it obtains the Operator’s prior written authorisation (and in any event such authorisation shall be without prejudice to the Affiliate's continuing obligations under clause 2.7 above). At the Affiliate’s request, the Operator will provide the Affiliate with a code that will enable it to post in its sites rotating banners from the Operator’s banner farm. For the avoidance of doubt no marketing other than Approved Marketing shall be permissible and Banners and Text Links used by the Affiliate pursuant to this Agreement shall direct traffic only to the Operator’s Sites.
3.2.2 The Affiliate agrees and acknowledges that the appearance and content of the Operator’s Banners and Text Links and Promotional Messaging constitute the only authorised and permitted representation of the Sites.
3.3 Age Limitation
3.3.1 Participation as an Affiliate in the WHAAP is only permitted if the proposed Affiliate is of the legal age for gambling determined by any applicable laws in the proposed Affiliate’s jurisdiction. In any event and under any circumstances, participation in the WHAAP shall not be permitted if the proposed Affiliate is under 18 years of age.
3.3.2 The Operator reserves the right to obtain from the Affiliate appropriate identification that will provide evidence of its age and its account may be suspended until satisfactory proof of age is provided to the Operator.
3.3.3 The Affiliate will not by itself, nor will it allow, assist or encourage others to, market and promote the WHAAP or any of the Sites, directly or indirectly, to persons that are less than 18 years of age or such higher age as may apply as the legal age for gambling in the jurisdiction that it is targeting or operating within, or develop or implement marketing and promotion strategies in respect thereof.
3.4 Legality of Use
3.4.1 The Affiliate accepts sole responsibility for determining whether its participation in the WHAAP is legal under any laws that apply to it. The Affiliate understands that the Operator does not provide it with any legal recommendation or assurance regarding such legality. The Affiliate should obtain independent legal advice in the applicable jurisdiction from which it is operating and/or to which it is marketing, if it has any doubts about the legality of its participation in the WHAAP or the receipt of any payments from the Operator, under any applicable laws.
3.5 No Fraud
3.5.1 The Affiliate will not engage in, allow, assist, promote, encourage or benefit from, directly or indirectly, any act or traffic that involves Fraud. The Affiliate will act at all times to 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 the Operator informs the Affiliate is suspected by it, at its discretion, to involve or potentially involve Fraud.
3.5.2 In the event that the Operator suspects Fraud it reserves the right to place restrictions on the Affiliate’s account including but not limited to suspending the Affiliate’s account and retaining all sums within the account as well as commencing a full investigation. The Affiliate hereby gives the Operator its authorisation to inform the appropriate authorities or third parties of such an incident and only once the Operator is satisfied that the matter is resolved shall it remove any restrictions on the Affiliate’s account.
3.6 No Rake-Backs
3.6.1 The Operator does not allow any form of rake-backs in the WHAAP. 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 Customer’s rake to be returned to the Customer in any form. The Affiliate will also not advertise or be engaged with any site that offers rake-backs. The Operator reserves the right to withhold any amounts due to the Affiliate if it believes the Affiliate was involved in any rake-back activity.
3.7 Excluded Territories
3.7.1 The Affiliate will not market or promote any Site within or to persons from any Excluded Territories; or be involved in any traffic coming from any Excluded Territories; or allow, assist or encourage circumvention of any restriction put in place by the Operator and/or any Site in connection with Excluded Territories. "Excluded Territories" include, without limitation, the territories indicated in the list below, which may be changed by the Operator from time to time. IT IS THE AFFILIATE’S DUTY TO CONSULT AND REGULARLY CHECK THE FOLLOWING LINK REGARDING ANY CHANGES TO THE EXCLUDED TERRITORIES: https://affiliates.williamhill.com/about-us/faq
3.7.2 The Excluded Territories are as follows:
AFGHANISTAN, ALAND ISLANDS, ALGERIA, AMERICAN SAMOA, ANTARCTICA, AUSTRALIA, BANGLADESH, BELGIUM, BELIZE, BENIN, BHUTAN, BOTSWANA, BOUVET ISLAND, BRAZIL, BRITISH INDIAN OCEAN TERRITORY, BULGARIA, BURKINA FASO, BURUNDI, CAMBODIA, CAMEROON, CENTRAL AFRICAN REPUBLIC, CHAD, CHINA, CHRISTMAS ISLAND, COCOS (KEELING) ISLANDS, COLOMBIA, COMOROS, CONGO, CUBA, CZECH REPUBLIC, CYPRUS, DENMARK, DJIBOUTI, EAST TIMOR, EQUATORIAL GUINEA, ERITREA, ESTONIA, ETHIOPIA, FRANCE, FRENCH GUYANA, FRENCH POLYNESIA, FRENCH SOUTHERN TERRITORIES, GABON, GAMBIA, GREECE, GREENLAND, GUADELOUPE, GUAM, GUINEA, GUINEA-BISSAU, HAITI, HEARD AND MCDONALD ISLANDS, HONG KONG, INDIA, INDONESIA, IRAN, IRAQ, ISRAEL, IVORY COAST, KIRIBATI, LESOTHO, LIBERIA, LIBYA, MALI, MARSHALL ISLANDS, MARTINIQUE, MAURITANIA, MAYOTTE, MICRONESIA, MONGOLIA, MONSERRAT, MYANMAR, NAURA, NETHERLANDS ANTILLES, NEW CALEDONIA, NIGER, NIUE, NORFOLK ISLANDS, NORTH KOREA, NORTHERN MAIRANA ISLANDS, PALAU, PALESTINIAN TERRITORIES, PHILIPPINES, PITCAIRN, PORTUGAL, POLAND, PUERTO RICO, REUNION, ROMANIA, RWANDA, SAINT VINCENT AND THE GRENADINES, SINGAPORE, SAMOA, SAO TOME AND PRINCIPE, SAUDIA ARABIA, SOLOMON ISLANDS, SOMOALIA, SOUTH AFRICA, SOUTH GEORGIA, ST BARTHELEMY, ST HELENS, ST MARTIN, ST PIERRE AND MIQUELON, SUDAN, SURINAM, SVALDBARD AND JAN MAYEN, SWAZILAND, SYRIA, THAILAND, TOGO, TONGA, TOKELAU, TRISTAN DE CUNHA, TURKEY, TUVALU, UGANDA, UNITED STATES MINOR OUTLYING TERRITORIES, URUGUAY, UNITED STATES OF AMERICA, VANUATU, VATICAN CITY STATE, VIRIGIN ISLANDS (USA), WALLIS AND FUTUNA ISLANDS, YEMEN and such other territories as the Operator may inform the Affiliate of from time to time.
3.8 Sole Responsibility for the Affiliate’s Site
3.8.1 The Affiliate will be solely responsible for the operation and content of its site, including for ensuring that materials posted on its site: (i) are not libellous, obscene, sexually explicit, violent or otherwise illegal; (ii) do not provide unauthorised access to copyrighted content; (iii) do not otherwise actually or potentially infringe any rights of the Operator and/or any other third party; or (iv) are not otherwise deemed, at the Operator’s sole discretion, unsuitable and so notified by the Operator. The Affiliate will remove such content immediately upon the Operator notifying the Affiliate that any content is in breach of the above provisions. The Affiliate will be solely responsible for ensuring that all the content of its site is original or otherwise is permitted to be published by the owner thereof and it shall obtain all licences to use any material not produced by it.
3.8.2 The Affiliate will not make any claims, representations or warranties in connection with the Operator or any of the Sites, and it will not be authorised to make any commitment or assume any liability or obligation on the Operator’s behalf or on behalf of any of the Sites.
3.8.3 The Affiliate agrees to ensure that its activities and its site will comply with all legislation, regulations and codes of practice in the jurisdiction that it is operating from and any other jurisdiction that a Customer or the Operator operate within.
3.8.4 In the event that the Affiliate is found to be in breach of any legislation it agrees to indemnify the Operator for any costs relating to any legal proceedings, actions, disputes, damages and penalties.
3.9.1 During the Affiliate’s participation in the WHAAP, the Operator 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 proprietary to the Operator (herein referred to as "Confidential Information").
3.9.2 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 purpose of this Agreement.
3.9.3 Confidential Information shall not include any information that is generally known or available to the public, or information required to be disclosed by applicable law or any legal agency having jurisdiction over the Affiliate (in which case the Affiliate will give the Operator immediate notice of such requirement).
3.10 Other Restrictions
3.10.1 In addition and without derogating from any of the above, the Affiliate will not at any time by itself, nor will the Affiliate allow, assist or encourage others to, do any of the following:
- 18.104.22.168 Use or cause Spamming.
- 22.214.171.124 Do any act or omission that disparages the Operator or any of the Sites or that otherwise is damaging or is reasonably expected to be damaging to the Operator’s goodwill or to the goodwill of any Site or the Operator’s reputation.
- 126.96.36.199 In any way alter, affect or interfere with the operation or accessibility of the Sites or any page thereof.
- 188.8.131.52 Do any act which causes the Affiliate’s site or any other site to copy or resemble the look and feel of any of the Sites or attempt to pass as any of the Sites or create the impression that any such sites are the Sites or otherwise confuse potential Customers in connection therewith.
- 184.108.40.206 Communicate, engage or become involved with any of the Sites, in any way, without the Operator’s prior written consent.
- 220.127.116.11 Alter, redirect or in any way interfere with the operation or accessibility of the Sites or any page thereof.
- 18.104.22.168 Intercept or redirect (including via user-installed software) traffic from or on any online website or other place that participates in the WHAAP.
- 22.214.171.124 Use any trade mark, business name or other intellectual property without the prior written approval from the relevant owner of the intellectual property right.
- 126.96.36.199 Use in any manner whatsoever (including without limitation on Banners and Text Links and within domain names) the trade marks “32vegas”, “32 vegas”, “32V”, any derivation thereof or any mark that is substantially, confusingly (or likely to be confusing) and/or colourably similar and any other mark from time to time advised by the Operator.
- 188.8.131.52 Do any activity that in the Operator’s reasonable opinion would be deemed unsuitable, Fraudulent, erroneous, misrepresentative or inappropriate.
- 184.108.40.206 In the event that the Affiliate is found to be in breach of the above, the Operator reserves the right to suspend the Affiliate’s account and will hold 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 of the above. If the Operator cannot satisfy itself within a reasonable time that the matter has been resolved, it reserves the right to treat all payments or amounts due to the Affiliate as forfeited and to provide notice of immediate termination to the Affiliate.
4. THE OPERATOR’S RIGHTS AND OBLIGATIONS
4.1 Registering and Tracking Customers
4.1.1 The Operator will register the Affiliate’s Customers and track their play, and will calculate the amounts payable to the Affiliate in accordance with the applicable reward plan.
4.1.2 The Operator reserves the right to manage the Sites to refuse new Customers or to close the accounts of existing Customers if necessary. This will be at the Operator’s sole discretion in order to comply with any requirements it considers mandatory, including without limitation requirements concerning Fraud, unlawful activity, breach of the respective Site's terms and conditions of use, or otherwise.
4.1.3 The Operator may, from time to time, appoint third parties as designated parties whose websites shall be included, for the purposes of this Agreement, as Sites.
The Operator will make payments to the Affiliate in accordance with the applicable reward plan as detailed below.
The Operator will provide the Affiliate with remote online access to reports regarding Customer activity and the Revenue Reward generated (if applicable). The form, content and frequency of the reports will be subject to change at the Operator’s discretion. The Operator will not be liable for the completeness or accuracy of any reports.
4.4 Recording Calls
All telephone conversations between the Affiliate and any of the Operator’s staff may be recorded, and the Affiliate hereby consents to such recording. Any recordings will be treated in the strictest confidence and the content may be used by the Operator in the event of a misunderstanding, dispute, or for training purposes.
5. IDENTITY VERIFICATION; SUPPORTING DOCUMENTATION
5.1 Identity Verification
5.1.1 It is the Operator’s policy to prohibit and actively prevent money laundering and any activity that facilitates money laundering or funding of terrorist or criminal activities. The Operator will verify the Affiliate’s identity through the information provided by the Affiliate and by obtaining information from public sources and data. The Operator will make its best efforts to reasonably ensure that it knows the true identity of any of its Affiliates. Should the Operator be unable to adequately satisfy itself of the Affiliate’s identity, it shall not be obliged to provide the Affiliate with any information as regards the reasons for such failure to identify the Affiliate.
5.1.2 For the avoidance of doubt, the Affiliate agrees that the Operator may use any personal information provided by the Affiliate for the purposes of verifying its identity in accordance with clause 17.1.
5.2 Supporting Documentation
The Affiliate agrees to provide the Operator with any supporting documents requested by it. The Affiliate is aware that the Operator has the right to delay payments if supporting documents are not provided. Supporting documents may include any or all of the following for individuals: valid passport copy; valid driving licence copy; a copy of a utility bill; a letter of reference from the individual’s bank; and a copy of a bank statement. For a company, supporting documentation may include a copy of the company's certificate of incorporation; articles of association (or equivalent document); duly approved corporate resolution; a certificate of good standing; power of attorney; and information regarding the identity of the beneficial owner of the company and the identity of the directors of the company.
6. REVENUE, PAYMENTS AND FEES
6.1 In this section the Affiliate will find details of the following payment mechanisms. The Payment mechanism which applies to the Affiliate will be indicated on the Affiliate’s application to join the WHAAP or agreed with the Affiliate’s account manager (as the case may be) and shall be referred to herein as the Affiliate’s “Reward plan”:
B.Cost Per Acquisition (CPA)
C.William Hill Affiliates Sub-Affiliate Programme
D.Poker Gross Revenue Reward
A. Revenue Reward
The Revenue Reward model is derived from the Online Gaming Products and from the Sportsbook, the calculation of which is described below.
For the avoidance of doubt, each component of the Revenue Reward model may be calculated to be a negative figure. However, if the sum of both such components results in a negative number, the Affiliate’s total Revenue Reward for the relevant calendar month shall be zero, and no ‘reverse’ payment shall be due from the Affiliate to the Operator.
The Operator offers a revenue share model across all of its Online Gaming Products and Sportsbook. This is a model based on the number of new Customers referred per calendar month in relation to the Online Gaming Products and Sportsbook.
Revenue Reward Plan Table
ProductFirst 3 calendar months from date of joining WHAAP: Percentage of Net Gaming Revenue
4th calendar month onwards unless agreed otherwise in writing by the parties: Percentage of Net Gaming Revenue*
First 3 calendar months from date of joining WHAAP: Percentage of Net Gaming Revenue
4th calendar month onwards unless agreed otherwise in writing by the parties: Percentage of Net Gaming Revenue*
Casino (including Live Casino)
Games & Skill
* At any time where 3 calendar months have passed without the Affiliate directing at least four Customers to the Operator’s Sites, the default Revenue Reward set out in the table above and any other Revenue Reward agreed by the parties in writing at any time shall no longer apply and instead shall be set at 5% of all Online Gaming Products and Sportsbook.
For the purposes of the table above, “Net Gaming Revenue” shall mean Poker Net Revenue, Casino Net Revenue Bingo Net Revenue, or Sportsbook Net Revenue, as appropriate.
B. Cost Per Acquisition (CPA)
If the Affiliate is interested in the Cost Per Acquisition (“CPA”) reward plan, it should contact its account manager.
Specific conditions which apply to the Affiliate’s CPA Reward plan will be set by the Affiliate’s account manager and will be set out on the Affiliate’s application to join the WHAAP or otherwise agreed in writing with the Operator (as the case may be). The following general terms and conditions will apply to all CPA Reward plans (unless agreed to the contrary with the Affiliate’s account manager):
(1) In any event of a Chargeback, credit or suspected underage gambler (proven or not verified to be over 18), such a Customer will not be considered for the purpose of the CPA plan, and any CPA Payment made to the Affiliate in respect of such Customer shall be deducted from future payments to the Affiliate.
(2) A CPA Payment will be due and payable to the Affiliate in respect of a qualifying Customer only upon: (a) the first registration of such Customer in one of the Sites; (b) the depositing of the minimum required amount; and (c ) the placing of the minimum stake as set out in the Affiliate’s WHAAP account. The depositing of any such minimum amount may be made once or in a cumulative manner in accordance with the criteria set out in the Affiliate’s WHAAP account. Any subsequent activities of such Customer in that Site or in other Sites, including playing different games in that Site or in other Sites (for example, playing Poker after Casino games), will not entitle the Affiliate to any payment in respect of such activities. A CPA Payment will be paid to the Affiliate only once for each qualifying Customer, regardless of the number of Sites and/or number or type of games played by that Customer.
The Operator shall not pay any CPA to Affiliates for UK Sportsbook Customers directed to its Sites on the day of the Grand National race and on the day preceding such race.
C. William Hill Affiliates Sub-Affiliate Programme - Reward Plan & Reward Plan Structure
Any person or entity that is introduced to the WHAAP by the Affiliate, and joins the WHAAP as an Affiliate by submitting to the Operator the standard application form through the Sub-Affiliate link on the WHAAP site (from such time that the same is made available) will be considered to be the Affiliate’s Sub-Affiliate and tracked as such. Any Sub-Affiliate will be treated as a regular Affiliate in the WHAAP and will be bound by the terms and conditions of this Agreement, and the Affiliate will be liable to the Operator, jointly with any Sub-Affiliate, for the performance of that Sub-Affiliate's obligations under this Agreement.
To reward the Affiliate for obtaining Sub-Affiliates and to incentivise the Affiliate to obtain additional Sub-Affiliates, in addition to paying the Sub-Affiliate (as an Affiliate of the Operator) the rewards set forth in this Agreement, the Operator will also pay the Affiliate an additional reward in respect of the payments made to the Sub-Affiliate, as set out in the table below.
Revenue Levels (Webmasters)
Referral Bonus Level
5th Tier and up
All of the Affiliate’s Sub-Affiliates are the Operator’s Affiliates and, as such, will be entitled to payments according to one of the Reward plans described in sections A – B above. Being the Operator’s Affiliates who are party to this Agreement, they will also be entitled to introduce to the Operator their own Sub-Affiliates, each of whom will automatically also be considered as the Affiliate’s indirect Sub-Affiliate. As a result, the Affiliate may have "under it" a chain of Sub-Affiliates, each constituting a certain "Tier" in relation to it. The reward table above shows the percentage the Affiliate will be entitled to receive from the payments made by the Operator to the relevant Sub-Affiliate.
D. Poker Gross Revenue Reward
The Poker Gross Revenue Reward Model* is based on the following calculation:
A percentage share of the Poker Gross Revenue with subsequent deduction of any Poker bonuses Customers have received on the basis of percentages agreed in writing with the Operator.
*When choosing the Poker Gross Revenue Reward model, Poker Side Games Revenue Reward will be calculated as 10% of the amount of Casino bets placed by Customers in the relevant calendar month less the Casino winnings.
6.2 Final and Binding Data and Calculations
All calculations in connection with the amount payable to the Affiliate, whether under the Revenue Reward or the CPA Reward plans, will be made by the Operator and based solely on its systems' data and records, and its calculations will be final and binding. As part of the monthly payments process, the Operator will carry out a data reconciliation process to ensure data accuracy and correct billing for the previous month. This process may take up to 4 business days and may include without limitation: a) the detection of fraudulent player activity that will be excluded from the Affiliate’s payment; and b) failed transactions that will be credited to the Affiliate’s account. The Operator shall begin the reconciliation process at the start of every calendar month.
6.3 Change of Reward plan
The Operator reserves the right to change the Affiliate’s chosen Reward plan upon notice to the Affiliate. Any such change will take effect from the date of such notice.
6.4 Business by Other Persons
You shall have no claims to Revenue Reward, CPA Payment, or other compensation on business secured by or through persons or entities other than yourself.
6.5 The Affiliate’s Losses as a Customer
If the Affiliate is also a Customer in one of the Sites, the Operator reserves the right to exclude the Affiliate’s losses or rakes as a Customer in the Revenue Reward due to the Affiliate.
6.6 Exit Traffic
Exit Traffic will be considered as regular traffic for the purpose of calculating the Affiliate’s Revenue Reward (if applicable). If the Affiliate does not wish to have an exit window, it should send a request by email to either its Affiliate account manager or to firstname.lastname@example.org to have this exit removed.
6.7 Payment Procedure
At the start of every calendar month, the Operator will make available to the Affiliate in his WHAAP account a statement showing any balance due to the Affiliate (if any) in respect of the previous calendar month. Such statement of account will be deemed to have been accepted and agreed by the Affiliate if the Operator does not receive any comments as to the accuracy of the statement within two weeks of the date of such statement.
The Affiliate will be paid its relevant payment under its Reward plan on a calendar monthly basis by way of the Affiliate’s chosen currency and payment method (where available), provided the amount payable to the Affiliate is not less than (a) US$5 (or equivalent amount in the relevant currency) where the Affiliate is using a MoneyBookers, WebMoney, PayPal, Neteller system and/or other e-payment system made available by the Operator; and/or (b) not less than US$200 (or equivalent amount in the relevant currency) where the Affiliate is paid by wire transfer. If these minimum amounts are not reached in a particular calendar month, the Operator will be entitled to withhold payment and carry the amount due to the Affiliate to the next calendar month and so on, until the minimum amounts are reached. All payments will be due and paid in Euros or in any other currency at the Operator’s discretion.
The Operator will transfer funds only to the designated account detailed on the Affiliate’s application form. It is the Affiliate’s responsibility to ensure that such designated account is not restricted from receiving funds from the Operator. Third party wire transfers are prohibited by the Operator.
6.8 Taxes and Other Charges
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, including without limitation any processing fees. The Affiliate will indemnify and reimburse the Operator for any costs, expenses or losses that may be caused to it 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 the Operator may be subject in connection with making payments to the Affiliate. The Operator will be entitled to withhold or set-off any such amounts from the payments made to the Affiliate.
6.9 Processing Fees
The credit card processing fees applicable to Customers, as well as other processing fees as may from time to time be applicable in the future, will be deducted from the Casino Net Revenue, Poker Net Revenue, Poker Gross Revenue or Bingo Net Revenue, as applicable, from which the Affiliate’s Revenue Reward is derived. Current blended processing fees for all payment methods available to Customers (including without limitation credit card, debit card, wire transfer, cheques, Ukash and Paysafecard) are 4%-6% of all Deposits. Such fees, however, are subject to change at any time.
6.10 Chargebacks and Credits
If a Chargeback or Credit occurs during the fee payment-processing period (usually 12 business days), the Operator reserves the right to deduct such amounts and the associated fees from the amounts due to the Affiliate under the Revenue Reward plan. Any Chargeback or Credit to a Customer in respect of which the Affiliate has chosen the CPA reward plan will disqualify such Customer and the Affiliate will not be entitled to any payment with respect to such Customer.
6.11 Right to Withhold Amounts
6.11.1 The Operator reserves the right to withhold all amounts due and payable to the Affiliate under this Agreement if it believes that any Fraud has taken place or is contemplated which involves the Affiliate, whether or not the withheld amounts relate to the event in question. If the Operator believes that a Fraud has taken place or is contemplated by any Customer without the Affiliate’s knowledge, it will be entitled to withhold any amounts due to the Affiliate in connection with such Fraud. The Operator will also be entitled, in the foregoing events, to set-off from future amounts payable to the Affiliate any amounts already received by the Affiliate which can be shown to have been generated by Fraud.
6.11.2 The Operator does not support any kind of content stealing or copying (site scraping) or any breach of any intellectual property rights, and it reserves the right to suspend and if necessary terminate the Affiliate’s account with it, if it is proven that the Affiliate is responsible for using such methods, and/or to transfer the amounts payable to the Affiliate to the original content creator and/or intellectual property rights holder.
6.11.3 The Operator reserves the right to delay or withhold payments if any supporting documents relating to the payments to be made to the Affiliate and/or those referred to in clause 5.2 of this Agreement are not promptly provided to it upon request.
6.11.4 If the Operator determines, at its sole discretion, that the Affiliate has engaged in any activity forbidden in this Agreement, including without limitation activity that involves Excluded Territories, or that the Affiliate has otherwise breached any of its representations, warranties or undertakings in this Agreement, the Operator may (without prejudice to any other rights or remedies available to it) withhold any amounts due and payable to the Affiliate hereunder, whether or not generated by such forbidden activity or breach and further suspend or terminate the Affiliate’s account at its discretion.
6.11.5 The Operator shall have the right, on the third anniversary of notification by the Operator to the Affiliate of the exercise of clause 6.11, to write off any amounts that would have otherwise been payable to the Affiliate but for the exercise, by the Operator of this clause 6.11 unless the Parties are able to reach a resolution beforehand.
6.12 Negative Balance Carry-Over
6.12.1 A negative balance in the Affiliate’s Affiliate account with the Operator means that in any calendar month the total of all bets generated on the Affiliate’s Trackers is less than the total sum of all winnings and bonuses generated on the Affiliate’s Trackers.
6.12.2 The Operator has a negative carry-over policy, meaning that any negative balance in the Affiliate’s Affiliate account will be carried over to subsequent months and will be set-off against the payments due to the Affiliate in the subsequent months, until the full negative balance is thus set-off.
7. TERM AND TERMINATION
7.1 Term and Termination
7.1.1 This Agreement will come into force when the Affiliate’s application to join the WHAAP is approved by the Operator, and shall continue in force unless and until either the Affiliate or the Operator notifies the other in writing that it wishes to terminate this Agreement, in which case this Agreement will be terminated immediately.
7.1.2 For the purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification.
7.1.3 Notwithstanding the provisions of clause 7.1.1 above, the Operator may immediately terminate this Agreement if it determines, at its sole discretion:
- 220.127.116.11 that the Affiliate or any of its Customers are engaged in Fraud or are suspected of being engaged in Fraud;
- 18.104.22.168 that it has doubts in respect of the Affiliate’s true identity and that the Affiliate is unable to provide the Operator with appropriate identification to effectively verify the Affiliate’s identity;
- 22.214.171.124 that any of the Affiliate’s activities pose a risk to the integrity of the WHAAP;
- 126.96.36.199 that the Affiliate’s site is aimed at minors (below the age of 18 or a higher age as determined in any applicable jurisdiction);
- 188.8.131.52 that the Affiliate’s site is aimed at or operates within the Excluded Territories;
- 184.108.40.206 that the Affiliate’s site promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; violates the intellectual property rights (including the Operator’s, those of any Sites or those of any third party); includes content which is libellous, obscene, sexually explicit or violent; promotes any unlawful activities; or at the Operator’s discretion is deemed unsuitable or inappropriate;
- 220.127.116.11 that the Affiliate site is in breach of any applicable law and/or applicable advertising code of practice;
- 18.104.22.168 that the Affiliate has failed to comply with clause 2.7 and/or its activity is deemed by the Operator to prejudice the Operator’s compliance with the Consumer Protection Legislation and/or the Licensing Objectives and/or its licence;
- 22.214.171.124 that the Affiliate has not complied with its data protection obligations under clause 16 below; and/or
- 126.96.36.199 that there is no activity in the Affiliate’s account for continuous forty five day period, in which case this Agreement will be deemed to have been terminated by the Affiliate without notice.For the purposes of this clause 188.8.131.52 the term “no activity” shall mean no new Customers introduced by the Affiliate.
7.2 Results of Termination
7.2.1 Immediately following the termination of this Agreement for any reason, the Affiliate must remove all of the Operator’s Banners and Text Links from its site, as well as any other Marks, names, symbols, logos, designs or any other material, graphics and content owned, developed, licensed or created by the Operator and/or provided to the Affiliate by the Operator in connection with this Agreement. The Affiliate must also disable any links from its site to any Site, and stop any activity relating to Promotional Messaging. All rights and licences granted to the Affiliate in this Agreement shall immediately terminate.
7.2.2 If the Affiliate has failed to fulfil its obligations and responsibilities under this Agreement, the Operator will not pay the Affiliate the Revenue Reward otherwise owing to the Affiliate on termination or thereafter, where applicable.
7.2.3 The Operator 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 you to it. The Operator will be entitled to deduct from any payments due and payable to the Affiliate, any such debts and liabilities due to it, if any.
7.2.4 Any continued access and use by Customers of any of the Sites following the termination of this Agreement (if any) shall not constitute continuation or renewal of this Agreement or a waiver of its termination. For the avoidance of doubt, no additional payments will be due from the Operator to the Affiliate in relation to the same.
7.2.5 Notwithstanding deemed termination pursuant to clause 184.108.40.206, any account unused for withdrawals, or otherwise inactive, for a period of at least thirty six (36) consecutive months will be an “Inactive Account”. The Operator shall notify the Affiliate that its account is an Inactive Account and that the Inactive Account Fee will be deducted if the Affiliate does not reactivate its account (“Inactive Account Notice”). The Operator shall be entitled to retain fifty (50) percent of the total balance remaining on the Inactive Account (“Inactive Account Fee”) after 14 days have elapsed from the date of the Inactive Account Notice. Should the Affiliate subsequently fail to withdraw the remaining balance from the account, the Operator shall be entitled to retain the remainder of the balance on the account without further notice to the Affiliate upon expiry of 45 days from the date of the Inactive Account Notice.
7.2.6 The following clauses shall survive termination of this Agreement for any reason: 2.3.4, 2.3.5, 2.3.6, 2.3.7, 2.3.8, 3.9, 9, 11, 12, 17.1, 17.3, 17.9.
8. THE AFFILIATE’S REPRESENTATIONS AND WARRANTIES
Without derogating from, and in addition to, any of the Affiliate’s other representations, warranties, covenants and obligations contained in this Agreement, the Affiliate hereby represents and warrants to the Operator the following:
8.1 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 provision of law, rule, regulation or agreement to which the Affiliate is subject to;
8.2 the Affiliate is not under the age of either (i) 18, or (ii) the age at which gambling activities are legal under the law of the jurisdiction that applies to it, whichever is greater; and the Affiliate is not a resident of any of the Excluded Territories;
8.3 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, including but not limited to money laundering, under any applicable law, rule or regulation;
8.4 The Affiliate shall place Banners and Text Links and or carry out advertising for and on behalf of the Operator solely on websites which include content owned or licensed by such website owner and the Affiliate shall under no circumstances place Banners and Text Links and/or any other form of advertising for or on behalf of the Operator on websites which include content that infringes third party intellectual property rights; and
8.5 by participating in the WHAAP, the Affiliate acknowledges that it does not find the Operator’s services to be offensive, objectionable or unfair in any way.
Without limiting any of the Operator’s rights and remedies hereunder or under any applicable laws, the Affiliate agrees to defend and hold the Operator and its shareholders, directors, officers, employees, agents and other representative harmless, and to immediately indemnify them upon their written demand, against any and all liabilities, losses, damages, costs and expenses, including reasonable legal fees, resulting from, arising out of, or in any way connected with:
9.1 any breach by the Affiliate of any warranty, representation, or agreement or clause contained in this Agreement;
9.2 the performance of the Affiliate’s duties and obligations under this Agreement; and
9.3 any claim or demand by a third party relating to the development, operation, maintenance or content of the Affiliate’s website, including (for the avoidance of doubt, but without limitation) the content on it, its domain name, metatag or any adword or other search engine optimisation tool connected to it.
10. NO WARRANTIES
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE OPERATOR MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE WHAAP OR TO ANY ARRANGEMENTS CONTEMPLATED BY THIS AGREEMENT, INCLUDING WITHOUT LIMITATION WITH REGARD TO THEIR FUNCTIONALITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, MERCHANTABILITY, LEGALITY OR NON-INFRINGEMENT. IN ADDITION, THE OPERATOR MAKES NO REPRESENTATION THAT THE OPERATION OF THE SITES WILL BE UNINTERRUPTED OR ERROR-FREE AND IT WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
11. NO LIABILITY FOR PROMOTED SITES
The Operator is not liable in any way, nor does 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.
12. LIMITATION OF LIABILITY
12.1 ANY LIABILITY TO THE AFFILIATE ARISING FROM THIS AGREEMENT AND THE WHAAP IS LIMITED TO DIRECT DAMAGES ONLY. THE OPERATOR WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGE OR LOSS OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS, PROFITS, REVENUE, CONTRACTS OR ANTICIPATED SAVINGS, OR ARISING FROM LOSS, DAMAGE OR CORRUPTION OF ANY DATA, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
12.2 IN ANY EVENT AND UNDER ANY AND ALL CIRCUMSTANCES, THE OPERATOR’S AGGREGATE AND TOTAL LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE WHAAP WILL NOT EXCEED THE AGGREGATE OF ALL PAYMENTS MADE TO THE AFFILIATE UNDER THIS AGREEMENT OVER THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
12.3 Nothing in this Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement.
12.4 Nothing in this Agreement shall serve to limit the Operator’s liability to the Affiliate for death or personal injury caused by the Operator’s negligence, or for fraud.
12.5 FOR THE AVOIDANCE OF DOUBT, IN NO EVENT SHALL THE OPERATOR BE RESPONSIBLE FOR ANY DISPUTE OR CLAIM BETWEEN THE AFFILIATE AND ANY USER OF THE AFFILIATE’S WEBSITE.
13. RELATIONSHIP OF PARTIES
13.1 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. 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, except to the extent that such is required for the performance of the obligations of each party as detailed in this Agreement.
13.2 The Affiliate will have no authority to make or accept any offers, representations or obligations on the Operator’s behalf. The Affiliate will not make any statement, whether on its site or otherwise, that could be reasonably construed to contradict the foregoing.
13.3 The Affiliate agrees to indemnify the Operator for any and all payments that it is required to make to any of the Affiliate’s employees in the event that any judgment is imposed on the Operator by a Court or Tribunal stating that an employer-employee relationship existed between the Operator and the Affiliate’s employees.
14. INDEPENDENT INVESTIGATION AND ACKNOWLEDGEMENT
14.1 THE AFFILIATE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND AGREES TO ALL OF ITS TERMS AND CONDITIONS.
14.2 THE AFFILIATE UNDERSTANDS THAT THE OPERATOR MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT, OR OPERATE OR CONTRACT WITH WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH THE AFFILIATE’S SITE.
14.3 THE AFFILIATE ACKNOWLEDGES THAT IT HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE WHAAP AND THAT IT IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.
15. AMENDMENTS TO AGREEMENT
15.1 The Operator may amend any of the terms and conditions contained 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 Agreement and the Affiliate is solely responsible for making itself aware of any such amended versions and changes. It is important, therefore, that the Affiliate logs in from time to time to the section of the William Hill Affiliates Website relating to ‘Affiliates’ to check to see whether an amended version has been posted to the William Hill Affiliates Website, or carry out such checks by other relevant means. Amendments may include, for example, changes in the reward amounts payable under this Agreement, payment procedures, and restrictions on operation and any other WHAAP rules. None of the Operator’s employees, officers or agents may orally amend, modify or waive any provision of this Agreement.
15.2 IF ANY AMENDMENT IS UNACCEPTABLE TO THE AFFILIATE, THE AFFILIATE’S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. THE AFFILIATE’S CONTINUED PARTICIPATION IN THE WHAAP FOLLOWING THE OPERATOR’S POSTING OF ANY AMENDED AGREEMENT ON ITS SITE WILL CONSTITUTE A BINDING ACCEPTANCE OF THE AMENDED AGREEMENT, WHETHER OR NOT THE AFFILIATE HAS ACTUALLY LEARNED OF OR READ THE RELEVANT CHANGES.
16. DATA PROTECTION AND MARKETING
16.1 Without prejudice to any terms set out in this clause 16, the Affiliate agrees that it shall only send Promotional Messaging to Affiliate Marketing Customers with the Operator’s prior written consent. For the avoidance of doubt, any consent provided by the Operator in relation to Promotional Messaging excludes any consent to send Promotional Messaging containing solely William Hill offers to Excluded Customers.
16.2 The Affiliate shall, on notice from the Operator, share its database of Affiliate Customers with the Operator (via a secure method as notified by the Operator to the Affiliate from time-to-time) prior to sending any direct marketing (the "Excluded Customers API"). The Excluded Customers API will permit the Operator to identify any Excluded Customers who should not receive Promotional Messaging– whether because of objections or whether required in accordance with legal or regulatory obligations. The Operator will remove the Excluded Customers from the Affiliate Customers and return to the Affiliate the Affiliate Marketing Customers (which for the avoidance of doubt shall be the Affiliate Customers less the Excluded Customers). The Operator shall only use data provided to it in respect of the Excluded Customers API for the removal of Excluded Customers from the Affiliate Customers and for no other purpose. The removal of the Excluded Customers following the Excluded Customers API shall not relieve the Affiliate of any of its obligations under this clause 16.
16.3 For the purposes of clause 1, this clause 16 and clause 17 the terms controller, data subject, personal data, process (and its cognate terms) and processor shall have the meaning given to them in GDPR.
16.4 The Affiliate acknowledges and agrees that it is a controller in respect of personal data of Affiliate Customers. The Affiliate acknowledges and agrees that the Operator shall be a controller in respect of personal data of Customers.
16.5 In the event of duplication of data subjects' personal data between Affiliate Customers and Customers, the Affiliate and the Operator 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 subjects' personal data. Furthermore, the Affiliate acknowledges and agrees that any direct marketing it sends out to Affiliate Customers pursuant to this Agreement and the consents related to the same shall be independent of, and governed separately from, any marketing consents that Operator may have in respect of Customers and Operator's own marketing of its own services.
16.6 The Affiliate 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 a lawful condition as set out in the GDPR; 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.
16.7 The Affiliate warrants that all direct marketing sent to Affiliate Marketing Customers shall only be done so where such Affiliate Marketing Customers have given valid consent to receive such marketing communication as required by the Data Protection Legislation. Valid consent shall include data subjects opt-in to such marketing and data subjects being informed that they shall receive marketing relating to the Operator (identified either specifically or, at the least, by its industry).
16.8 The Affiliate warrants that all direct marketing sent to Affiliate Marketing Customers shall include an opportunity for Affiliate Marketing Customers to opt-out of all future direct marketing.
16.9 The Affiliate warrants that it shall not send direct marketing to any Affiliate Marketing Customers who have not provided valid consent to receive such marketing or who have unsubscribed to direct marketing.
16.10 The Affiliate shall notify the Operator immediately in the event that it breaches (or suspects that it has breached) any of the warranties in this clause 16.
16.11 Without prejudice to the warranties given in this clause 16, the Affiliate shall not send any direct marketing or other Promotional Messaging to any Affiliate Marketing Customer where it has received instructions from the Operator not to send direct marketing – whether pursuant to the Excluded Customers API or otherwise. The Affiliate shall confirm its compliance with any instructions pursuant to this clause 16.11 by email to email@example.com, no less than 48 hours after receipt of an instruction from the Operator.
16.12 The Affiliate shall notify the Operator immediately in the event that any Affiliate Customer makes a complaint to the Affiliate, or where any Competent Data Protection Regulator contacts the Affiliate, in respect of direct marketing or the Affiliate's processing of such Affiliate Customer's personal data.
16.13 The Operator may, from time to time, request that the Affiliate provides evidence of its compliance with this clause 16 and Affiliate shall provide such evidence as the Operator may reasonably request within seven days of receipt of such request.
16.14 The Affiliate shall ensure that all processors acting on its behalf pursuant to this Agreement are bound by contractual terms no less onerous than the standards prescribed by the Data Protection Legislation.
16.15 The Affiliate shall provide the Operator with all such assistance as necessary in respect of data breaches, claims and requests for information made against the Operator in respect of any communications sent by the Affiliate under this Agreement, in particular, any investigations made by a Competent Data Protection Regulator.
16.16 The Affiliate shall ensure that any communications sent by it or any of its processors are duly tagged to allow tracking in the event that they are forwarded to the Operator as part of a complaint.
16.17 The Affiliate agrees to indemnify the Operator and defend the Operator at its own expense against all costs, claims, fines, group actions, damages and expenses incurred by the Operator or for which the Operator may become liable due to any failure by the Affiliate or its employees, agents subcontractors or processors to comply with any of its obligations under this clause 16 or any failure to comply with Data Protection Legislation . Nothing in this Agreement shall limit the Affiliate’s liability under this clause 16.
17.1 Use of the Affiliate’s Personal Information
17.1.1 The Affiliate acknowledges that its personal information (meaning any information about it from which it can be personally identified, such as its name, address, telephone number or email address) may be used by the Operator for the following purposes:
- 220.127.116.11 to set up and maintain the Affiliate’s account with the Operator; and for the provision of the services to which this WHAAP relates;
- 18.104.22.168 to Comply with relevant regulations regarding the Affiliate’s registration with the Operator, including verifying the information which the Affiliate provides to it;
- 22.214.171.124 to monitor activities in order to detect fraudulent or otherwise unlawful, criminal or improper activities (including money laundering) and breaches of this WHAAP; and to investigate and/or prevent any such activities; to report any such activities to any relevant authorities and/or other online gambling and gaming operators or other online service providers;
- 126.96.36.199 to keep the Affiliate informed of future events, offers and promotions in relation to its account; and to provide the Affiliate with important information about its account; and
- 188.8.131.52 for any other purpose which is necessary for the performance of the Operator’s contractual obligations to the Affiliate, or for enforcing the Affiliate’s compliance with its contractual obligations to the Operator.
17.1.2 The Affiliate further acknowledges that its personal information as set out in clause 17.1.1 above may be disclosed by the Operator to relevant third parties for such purposes, including (without limitation) to:
- 184.108.40.206 identify and/or age verification agencies, and/or credit checking agencies;
- 220.127.116.11 relevant authorities, other online gambling and gaming operators, other online service providers, banks, credit card companies, electronic payment providers or other financial institutions,
and the Affiliate hereby agrees to cooperate fully with the Operator in respect of any such investigations of activities which it or any such third party may carry out.
17.1.3 The Operator 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.
17.2 Remedies and Injunctive Relief.
The Operator’s rights and remedies hereunder shall not be mutually exclusive, i.e., the exercise of one or more of the Operator’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, the Operator’s rights and obligations may be enforceable by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any of the Operator’s rights at law, contract or otherwise, for a breach or threatened breach of any provision of this Agreement, it being the intent of this provision to make clear that the Operator’s respective rights and obligations shall be enforceable in equity as well as at law or otherwise.
17.3 Governing Law and Jurisdiction.
17.3.1 The construction, validity and performance of this Agreement will be governed by English law.
17.3.2 This however, shall not prevent the Operator from bringing any action in a Court of any jurisdiction for injunctive or similar relief.
17.3.3 The English language version of this Agreement will prevail over any other language version issued by the Operator.
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability will not affect the other provisions of this Agreement which will remain in full force and effect.
17.5 Contracts (Rights of Third Parties) Act 1999
Save where a third party has been designated by the Operator to promote a website pursuant to clause 4.1.3, the parties do not intend that the terms of this Agreement shall be enforceable by any person who is not a party to this Agreement and therefore the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
17.6 No Waiver
The Operator’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.
17.7 No Assignment.
The Affiliate may not assign or transfer this Agreement or any part thereof without the Operator’s prior written consent.
17.8 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.
Unless otherwise agreed to by the parties in writing, all notices required under this Agreement will be deemed effective when received and made in writing either electronically with a read receipt requested or by registered postal mail to the addresses detailed in the Affiliate’s Affiliate registration details or to the Operator by way of email at firstname.lastname@example.org.
THIS VERSION DATED AND EFFECTIVE FROM: 21 May 2018