Terms and Conditions

Important

  • Affiliates are advised to read and familiarise themselves with these Terms and Conditions.  The Affiliates use of the Services are governed strictly according to these Terms and Conditions.
  • These Terms and Conditions are made available to each Affiliates on the Affiliate portal.
  • By registering as an Affiliate, the Affiliate agrees to be bound by all relevant terms and conditions contained herein.
  •  These Terms and Conditions may be updated from time to time, without prior notification and will be binding one the Affiliate
Definitions

1.1 In these Terms and Conditions, unless the contrary is specifically stated otherwise, the words and / or expressions set out below shall bare the following meanings: 

1.1.1 Agreement means the Agreement between Amalfi and the Affiliate, incorporating these Terms and Conditions.

1.1.2 us, or we shall mean Amalfi.

1.1.3 Affiliate means the person, firm or company providing the Affiliate Services.

1.1.4 Affiliate Platform means the portal, platform or webpage Affiliates can access once they have received the confirmation of registration as an Affiliate.  

1.1.5 Amalfi means Next 150 Limited, a company registered in terms of the Laws of England and Wales, company number 12304818, and having its registered address being 71-75 Shelton Street, Covent Gardens, London, England, WC2H 9JQ.

1.1.6 Amalfi affiliate website means https://www.amalfiaffiliates.com 

1.1.7 Amalfi Resources, at all times, means any resources provided to the Affiliate by Amalfi from time to time, which shall include, but not limited to any art work, banners, etc.

1.1.8 Business Day a day other than a Saturday, Sunday or a public holiday in South Africa.

1.1.9 Commencement date shall mean the date on which the Affiliate is accepted as an Affiliate and access is granted to the Affiliate portal. 

1.1.10    Confidential Information means any secret or confidential information, taking any form whether disclosed orally or in writing, together with any reproductions of such information in any form or medium or any part(s) of this information including the terms of the Agreement concluded with each Affiliate agreement (and “confidential” means that the information, either in its entirety or in the precise configuration or assembly of its components, is not publicly available) and which by its very nature should be treated as confidential. 

1.1.11 Intellectual Property Rights all patents, copyright and related rights, trademarks, service marks, trade, business and domain names, goodwill unfair competition rights, rights in designs, rights in computer software, database right, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

1.1.12 Parties means jointly Amalfi and the Affiliate.  

1.1.13 Revenue any payments due to the Affiliate from Amalfi under the Agreement and in accordance with Clause 4 of these Terms and Conditions.

1.2 All Clause headings are for reference purposes only and shall have no bearing on the interpretation or effect of such Clause.

1.3 References in these Terms and Conditions to words contained hereinabove shall bear the meanings specifically assigned to them unless the context clearly requires a different understanding.  Words used in one genus are to be understood in another genus as well.

Signing up

2.1 Affiliates
  
2.1.1 Each Party confirm that 
 
2.1.1.1 they have read and understood the Terms and Conditions and the provisions of any agreement between them and us; 

2.1.1.2 they are not under 18 years of age (under-age gambling is an offence); 

2.1.1.3 any KYC / FICA documentation provided to us is true and correct in relation to the registration as an Affiliate. 

2.1.1.4 Contact information, including email addresses and contact number.
 
2.1.2 Those persons or companies wishing to register as an Affiliate will do so under the website under the Sign-Up tab.

2.1.3 The Sign-Up request will be reviewed and we reserve the right to refuse the registration for any person. 
 
2.1.4 By submitting an application to become an affiliate of Amalfi, the Affiliate makes an offer to Amalfi to be bound by these Terms and Conditions.
 
2.1.5 Once the Sign Up has been approved, you will receive confirmation of approval and activation of your username and password.
 
2.2 Cancellation of Affiliation by you

2.2.1 Affiliates will be entitled to suspend or cancel their Affiliation with Amalfi on 14 (fourteen) days’ notice, by email, advising accordingly.

2.3 Cancellation or suspension of Affiliation by us
 
2.3.1 We may cancel your Affiliation with us at any stage for the following reasons:

2.3.1.1 if an Affiliate breaches any of these Terms and Conditions or the Agreement. 

2.3.1.2 if the Affiliate becomes or is associated with any brand which, in our opinion, is offensive or would tarnish the reputation of any of the Amalfi brands.

2.3.1.3 if we withdraw or substantially change the proposition which the Affiliates has signed up to market.

2.3.1.4 if an Affiliate fails to provide their requested KYC / FICA documents when requested to do so. 

Rights and Obligations

3.1 Your obligations

3.1.1 For the duration of the Agreement, the Affiliate will:

3.1.1.1 market and promote the the selected brands with the aim in order to introduce new players to the brands;

3.1.1.2 comply with any requirements and procedures detailed by us;

3.1.1.3 comply with all applicable laws and regulations for the areas which the player(s) reside,

3.1.1.4 provide such information as we may require in order to enable the licensee to comply with their information reporting and other obligations which may be imposed on us;

3.1.1.5 use the Marketing Materials solely for the purpose of performing their obligations;

3.1.1.6 ensure that all login details provided to the Affiliate are kept private and not given out to any third party;

3.1.1.7 be solely responsible for checking the correct functioning of any tracking code and links provided to it as part of the Company Materials; and

3.1.1.8 be solely responsible for all aspects of the provision of the service including, but not limited to, the promotions which drive the traffic to the selected brand. 

3.1.1.9 use only artwork which has been supplied, created or approved by Amalfi and accessed from the Affiliate Platform.

3.1.1.10 Ensure that all details are provided to us are up to date and correct.

3.2 Our obligations

3.2.1 Provide the required service to the Players of each Affiliate for each brand.  

3.2.2 Provide access to the Affiliate to the Affiliate Platform upon successful sign up

3.2.3 Ensure any and all payments are correctly verified and paid to the Affiliate within the required time frame. 

3.2.4 Regularly provide the following Marketing Material, which the Affiliates can access on the Affiliate Platform:

3.2.4.1 All online artwork, including but not limited to, emails, banners and social media adds to cover Banners.

3.2.4.2 Unique tracking link for all artwork accessed by the Affiliate.

3.3 Indemnity

3.3.1 The Affiliate shall keep indemnified Amalfi in full against all liability, costs, expenses, damages and losses (whether direct or indirect), including, but not limited to, any fines, legal and other professional fees and expenses awarded against or incurred or paid by Amalfi as a result of or in connection with:

3.3.1.1 any claim made against Amalfi by a third party arising out of, or in connection with, the supply of the Affiliate Services, to the extent that such claim arises out of the breach or negligent performance of the Contract by the Affiliate, its employees, agents or subcontractors; and

3.3.1.2 any claim made against the Affiliate by a third party arising out of, or in connection with, the supply of the Affiliate Services, to the extent that such claim arises out of the breach or negligent performance of the Contract by the Affiliate, its employees, agents or subcontractors; and

3.3.1.3 any claim brought against Amalfi for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with the Affiliate Services (save where the claim has arisen due to the acts or omissions of Amalfi).

3.3.2. On termination of this relationship between Amalfi and the Affiliates, this Clause shall endure until terminated in writing by us.

3.4 Warranties

3.4.1 The Affiliate warrants and undertakes that, whilst being an Affiliate, it will not:

3.4.1.1 publish or be associated with any material which is illegal, defamatory, discriminatory, obscene, unlawful or which is sexually explicit, pornographic or otherwise distasteful; and

3.4.1.2 actively promote the brands of Amalfi to any persons under the age of 18, when such would be illegal; and

3.4.1.3 in any way infringe on the intellectual property rights of any third party; and

3.4.1.4 claim to provide any services, which Amalfi would ordinarily provide, to the players; and

3.4.1.5 commit any act which would place Amalfi in breach of any law or regulation currently in force or to be implemented; and

3.4.1.6 in any way tarnish the reputation of Amalfi or its brands / platforms.

3.4.2 With regards to any marketing or promotional communications with the players, the Affiliate will ensure that it complies with all Data Protection regulations of the region in which it shall market and shall further ensure that any player driven to the brand or platform has not been done so in a way that would amount to a breach of the players Data Protection rights. 

3.4.3 The Affiliate will ensure that, prior to running any social media campaign that it receives consent to such post from Amalfi and that such post complies with the warranties contained in Clause 3.

Payment

4.1 Payments

4.1.1 The payment will be calculated on a monthly basis and subject to the provisions of this clause 4 will be paid within 30 days of the end of the calendar month in which the Commission accrued.

4.1.2 Payment will be made into the banking account provided by the Affiliate.  Should an Affiliate wish to change its bank details, the Affiliate will need to provide confirmation from their bank and an account statement, not older than 3 months in order to verify that the account is that of the Affiliate. 

4.1.3 All amounts payable in terms hereof are inclusive of value added tax (VAT), chargeable at the appliable rate in the UK, currently at 20%.

4.1.4 An Affiliate will need to provide KYC / FICA documents when requested, prior to any payment being made. No payment will be made to an Affiliate, until the requested KYC / FICA information is provided.

4.1.4 Without limitation to any rights, Amalfi may offset any amount owed to it by an Affiliate against any amount payable to the Affiliate.

4.1.5 Except in the case of an obvious error or fraud, Amalfi’s calculation of the
payment shall be final.

4.1.6 No payment will be made to an Affiliate unless the amount due is above the required minimum of 50 GBP.

4.1.7 Any chargeback amounts will be carried over and deducted from any amount due to the Affiliate in the month following which the chargeback is claimed.

4.1.8 If, for whatever reason, Amalfi is required to pay any charge, such as fines as a result of any act or omission on the part of the Affiliate, Amalfi reserves the  right to deduct such charge from any payment due to the Affiliate.

4.2 Payment Structures

4.2.1 REV share:

4.2.1.1 The Affiliate will receive a share of the Net Gaming Revenue which their players spend on the platform(s) which the Affiliate has signed up for. 

4.2.1.2 For the sake of clarity, all REV options are based on Net Gaming Revenue (i.e. revenue less 5% (five percent) in respect of costs and expenses and 20% (twenty percent) for VAT).

4.2.1.3 No Affiliate will be entitled to claim its REV share for players on “free promotional entries” for both the Lotteries and skill-based games. 

4.2.1.4 The below breakdown is the structured pay-outs each Affiliate will receive based on whether that Affiliate is a Tier 1, 2 or 3 Affiliate:

REV SHARE OPTION
(BASED ON NGR)

TIER 3 0 – 1000 GBP 25% REV SHARE
TIER 2 1001 – 2500 GBP 30% REV SHARE
TIER 1 2501 GBP and over 35% REV SHARE

4.2.1.5 Affiliates will only be entitled to claim payment of their payment once their player has actually signed up and made the minimum deposit. 

4.2.2 CPA

4.2.2.1 All CPA or Hybrid options will only be considered once a proposal by

the Affiliate has been submitted. 

4.2.2.2 Approval will be communicated directly to the Affiliate and a separate agreement will be sent thereafter. 

Intellectual Property

5.1 All originals, copies and derivatives of Confidential Information hereunder remain the sole property of Amalfi and no licence or other right is granted or implied hereby, other than is provided for under this Agreement.

5.2 From time to time and for whatsoever reason it may be necessary for a Party to utilize and have in its possession the Intellectual Property of the other Party. Accordingly, the Parties acknowledges that:

5.2.1 All Confidential Information or Intellectual Property disclosed shall be the property of the party disclosing the rights, including all copyrights materials, designs and other intellectual property rights in any work developed during the provision of any service.

5.2.2 The Parties undertake that they will keep and procure to be kept secret and confidential all confidential information belonging to that Party and will not use nor disclose the same, except for the purposes of the proper performance of
this agreement or with the prior written consent of the other Party. Where disclosure is made to any employee, consultant, or agent it is subject to obligations equivalent to those set out in this agreement and each Party agrees to use all reasonable endeavours to procure that any such employee, consultant or agent complies with such obligations provided that each Party will continue to be responsible to the other Party in respect of any disclosure or use of such Confidential Information by a person to whom disclosure is made.

5.3 All originals, copies and derivatives of Confidential Information hereunder remain the sole property of Amalfi, and no licence or other right is granted or implied hereby, other than is provided for under this Agreement.

5.4 Affiliates undertake not to perform any act which would violate any of the intellectual property rights of Amalfi or its merchants; including but not limited to, brand bidding, registering or using any domains with confusingly similar names, copying the layout of our sites or software, using any Merchant marks, branding or logos except as expressly permitted hereinunder, or modifying any Marketing Material made available to the Affiliates.

5.5 Amalfi shall not be liable for any breach by an Affiliate of any intellectual property right of a merchant or other copyrighted brand by the Affiliate.

Non-Disclosure

6.1 The Affiliate agrees that it shall, without the prior written consent of the Amalfi:

6.1.1.    not use, copy or exploit any Confidential Information or Intellectual Property of Amalfi, in any way or for any purpose other than in connection with the the provision of the Service; and

6.1.2. not disclose any Confidential Information in whole or in part to any third party other than to its  Group Companies and/or professional advisers (to the extent they need the information for the Purpose) and who are legally obligated to treat the Confidential Information on the same terms and conditions as contained in this Agreement; and

6.1.3 ensure all reports, interpretations, forecasts, analyses, compilations, projections, calculations and other documents or materials provided to it by Amalfi are not utilised other than for the purpose same was intended or for the provision of the Service;  and

6.1.4 save as and to the extent required by any law or regulations as from time to time in force, without the prior written approval of the Amalfi, make any public
announcement with respect to the relationship, discussions or the Service and will, as far as possible, not publicly disclose the name of or any company information of Amalfi which it may receive or become aware of. 

General

7.1 Nature of Agreement 

7.1.1 The agreement between our Affiliates and us and with regards to the use of our Website and the provision of the services shall be governed in accordance with: 

7.1.1.1 these Terms and Conditions; 
7.1.1.2 our Privacy Policy; and 
7.1.1.3 any explanations and clarifications appearing on the Website. 

7.1.2 We regard the agreement and its provisions as binding and fair.

7.2 Legal

7.2.1 All transactions including the payments, whether contractual or otherwise between us and the Affiliates shall be deemed to be concluded and to take place in South Africa.

7.2.2 These Terms and Conditions, the relationship between us and the Affiliates shall be governed by and construed in accordance with the laws of South Africa.

7.2.3. Where these Terms and Conditions are published in several languages, the English version of these Terms and Conditions will supersede and take precedence over any conflicting elements with other languages.

7.2.4 The Affiliate submits herewith to the exclusive jurisdiction of the South African Courts in relation to all disputes arising in connection with these Terms and Conditions.

7.3 Severability

7.3.1 Each of the conditions of these Terms operates separately.  If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

7.4 Waiver:

7.4.1 No failure or delay on our part to exercise any right or remedy provided in terms of the Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

7.4.2 No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

7.5 Assignment

7.5.1 No Affiliate is permitted to assign, delegate or transfer any of its rights or obligations under these Terms and Conditions or Agreement. 

7.6 Variation

7.6.1 No variation of these Terms shall be effective unless agreed to in writing between Amalfi and the Affiliate.

7.7 Force Majeure

7.7.1 “Force Majeure” shall be any cause preventing either party from performing any or all of its obligations, which arises from or is attributable to any acts, events, omissions or accidents beyond the reasonable control of the party so prevented. 

7.7.2 If either party is prevented or delayed in the performance of any its obligations contained herein by Force Majeure, that party shall forthwith serve notice in writing on the other party specifying the nature and extent of the circumstances giving rise to Force Majeure, and shall, subject to the service for such notice, have no liability in respect of the performance of such of its obligations as are prevented by the Force Majeure events, for the continuance of such events, and for such time after they cease as is necessary for the party, using all reasonable endeavors to recommence its affected operations in order for it to perform its obligations. 

7.7.3 If either party is prevented from the performance any of its obligations for a continuous period in excess of one month, the other party may terminate this Agreement forthwith on the service of written notice upon the party so prevented, in which case neither party shall have any liability together except the rights and liabilities which have accrued prior to such termination shall continue to subsist.