GENERAL TERMS | AFFILIATION

1. 1. Article 1 - DEFINITIONS
           
          For the purposes of this Agreement, the following expressions shall have the meanings hereinafter specified:
           
      1.1. Affiliation agreement: means this Agreement governing the affiliation program, and any amendments to the Agreement;
               
      1.2. (This) Agreement: this Affiliation Agreement ;
               
      1.3. Company/Ladbrokes/Derby/We/Our: means the Company as referred to above;
               
      1.4. Company Content: means the promotion of the Company's products and associated content (as amended from time to time by the Company);
               
      1.5. Affiliate Manager/Your Affiliate: means the contact person responsible for providing Links, negotiating commission structures and responding to any issues that may arise during the course of the Affiliate Agreement;  
           
               
      1.6. You/Your/Affiliate(s)/Affiliation(s): refers to the Affiliate(s), individual(s) or company(ies) and their subsidiaries, listed on the relevant application form. The Affiliate is required to have a company registration number and, where applicable, to be identified for VAT purposes in its country of establishment.
               
      1.7. Term: means the period during which this Agreement is in force. It begins on the date on which we notify you of the acceptance of your application, in accordance with Article 4, and ends on the day on which the Agreement ends, whatever the cause, as provided for in Article 15.
               
      1.8. Working day: means any day that is not a Saturday, Sunday, public holiday or legal holiday in Belgium;
               
      1.9. Minimum legal age: refers to the age that the Customer must be in order to participate in the online game. In Belgium, the Minimum Legal Age is currently 21 or over;
               
      1.10. Visible promotion: means a favourable exhibition space (agreed with the Affiliate Manager) or any other competitive advertising advantage agreed between the Parties, in accordance with Article 10 of the Royal Decree of 27 February 2023 determining the terms and conditions relating to advertising for games of chance, 
               
      1.11. (the) Website : refers to the Company's websites and domains: www.casinoladbrokes.be www.diceladbrokes.be and www.ladbrokes and all associated pages;
               
      1.12. Affiliate Site: means the website(s) of the Affiliate accepted by the Company;
               
      1.13. Links: refers to the Internet hyperlinks on the Affiliate Site, which link or redirect to the Website as agreed. These links contain technology to track from which affiliate the Visitor or Customer has been directed;
               
      1.14. User: refers to an individual visiting or using the Affiliate Site;  
               
      1.15. Visitor: refers to an individual visiting the Website;
               
      1.16. Customer: means a visitor to the Website who has been directed there by the Affiliate Site via the Links ;
               
      1.17. Active Customer: refers to a Depositing Customer who has played or deposited during the last 6 months ; 
               
      1.18. Depositing Customer: means a Customer who (cumulative conditions):
       
      1.18.1. has opened a new account on the Website,
      1.18.2. has never previously opened an account on this Website, regardless of Vertical,
      1.18.3. (1) has completed the entire registration process and (2) has been validated and approved by Ladbrokes, in particular (but not limited to) with respect to the Belgian rules on minimum legal age and the EPIS check (excluded persons register),
      1.18.4. has deposited at least 10 euros on the Website;
      1.18.5. has played at least 10 euros on the Website;
      1.18.6. who is authorised to access the Website under the  general terms and conditions of use of the Website and all applicable laws, rules and regulations;
       
      1.19. Directed Customer: refers to a Customer who (cumulative conditions) : 
          1.19.1. has opened a new account on the Website,
          1.19.2. has never previously opened an account on the Website, regardless of the Vertical,
          1.19.3. (1) has completed the entire registration process and (2) has been validated and approved by Ladbrokes, in particular (but not limited to) with respect to the Belgian rules on minimum legal age and the EPIS check (excluded persons register),
          1.19.4. who is authorised to access the Website under the  general terms and conditions of use of the Website and all applicable laws, rules and regulations;
                   
      1.20. Vertical: refers to casino products (casinoladbrokes.be), sports products (ladbrokes.be) and dice products (diceladbrokes.be), each type of product being considered as a separate Vertical. 
                   
      1.21. Net Gaming Revenue (NGR): means stakes done and settled (known and validated result) by the Depositing Customer by means of the Website (with the exception of the stakes done in Poker activities) minus (cumulatively) :
          1.20.1. all winnings paid to the Depositing Customer, 
          1.20.2. all amounts relating to fraud (including, but not limited to, fraud committed by the Depositing Customer or the Affiliate), 
          1.20.3. all  refunds,
          1.20.4. all costs paid to the Depositing Customer for promotional purposes ;
               
              [ NGR = Stakes – winnings – fraud – refunds – promotional costs ]
               
      1.22. Loss(es) of the Customer(s): means any deposit made by the Depositing Customer and lost during his or her activity on the Website. 
               
      1.23. Branding keywords: means any keyword containing all or part of the Ladbrokes, Ladbrokes.be, DiceLadbrokes or CasinoLadbrokes.be brand name. 
               
      1.24. Prohibited Activities: indicates an actual or attempted act by you or a Customer that we reasonably consider to be :
           
          1.24.1. illegal in any competent jurisdiction or; 
          1.24.2. done in bad faith or ; 
          1.24.3. intended to defraud any company or other website and/or to circumvent any contractual and/or legal restrictions;
                       
                      regardless of whether such act or attempt actually causes us damage or harm. 
                  These prohibited activities include, but are not limited to: 
                       
          1.24.4. collusion ; 
          1.24.5. abuse of promotions ; 
      1.25. non-compliance with the CPA's commission structure (where applicable); 
          1.24.6. violation of laws or any other regulations, especially but not limited to regulation relating to money laundering ; 
          1.24.7. Spam ; 
          1.24.8. false, misleading or unauthorised advertising or representation; 
          1.24.9. use of stolen bank cards; 
          1.24.10. Rakebacks ;
          1.24.11. posting on unauthorised sites in Belgium
          1.24.12. posting on (illegal) sites that do not conform to accepted standards of public decency, for example but not limited to pornwebsites and piratewebsites.  
          1.24.13. unauthorised use of intellectual property rights (including those of third parties and any other commercial rights) and ;
          1.24.14. infringement of the law or any other regulation relating to games of chance, in particular with regard to advertising for games of chance.
                   
      1.26. Amount Due: means the monthly amount to be paid by the Company to the Affiliate, based on the Affiliate's activity and in accordance with the calculations and payment terms set out in your I. 
               
      1.27. Affiliate Platform: refers to the platform made available to Affiliates in order to track conversions and calculate the share of Net Revenues to which they are entitled.
               
      1.28. Excluded territories: Every country except Belgium. 
               
       
      Article 2 - THIS AGREEMENT
       
      2.1. This Agreement sets out the terms and conditions of membership of the Affiliate Programme as agreed between the Company and the Affiliate.
               
      2.2. The Affiliate undertakes to provide the following services cumulatively:
          2.3.1. promote the Website via the Links provided by the Affiliate Manager; 
          2.3.2. send Customers, Depositing Customers and Directed Customers to the Website.
                   
      2.3. This Agreement supersedes  any other prior terms and conditions that may have applied to your affiliate program and shall, unless expressly agreed in writing in an official amendment to this Agreement, supersede any posterior terms and conditions or purchase orders or other documents of the Affiliate.  
               
      2.4. For Affiliates that entered into the company’s affiliation program prior to the entry into force of this Agreement, it is agreed that the Directed and Depositing Customers up to the date of signature of this Agreement will be treated under the previously agreed regime. 
       
      Article 3 - INTERPRETATION
       
      3.1. Clause headings are included for convenience only and will not affect interpretation; the singular includes the plural and vice versa. 
               
      3.2. Any reference to "persons" includes natural "persons", associations, companies, firms, partners, organisations, governments, states, governmental or state agencies, foundations, and trusts (in each case whether or not they have separate legal personality and regardless of the jurisdiction or law under which they have been incorporated or under which they exist).
       
      3.3. Any reference to a law or legal provision is a reference to that law or legal provision and any orders, regulations, instruments or other subordinate legislation, as into force at the time of the fact, as the relevant law may be amended, re-enacted or extended from time to time.
       
      3.4.  Everything contained in this Agreement must be interpreted in the context of this Agreement.
       
      Article 4 - IDENTITY, VERIFICATION AND SUPPORTING DOCUMENTS
       
      4.1. Before entering into a contractual relationship with the Company, you must complete and submit an online application form. The application form will form part of this Agreement. 
               
      4.2. You represent, warrant and covenant to us that you do not reside or operate in any of the following countries: USA, China, Russia, Afghanistan, South Africa, Barbados, Burkina Faso, Cameroon, North Korea, UAE, Gibraltar, Haiti, Jamaica, Mali, Mozambique, Myanmar, Nigeria, Uganda, Panama, Philippines, Democratic Republic of Congo, Senegal, South Sudan, Syria, Tanzania, Trinidad and Tobago, Vanuatu, Vietnam, Yemen, nor in its territories (if you are an individual) or that your company is not registered or does not operate from these countries (if you are a company). 
               
      4.3. It is our policy to prohibit and actively prevent money laundering and any activity that facilitates money laundering or the financing of terrorist or criminal activities. We will verify your identity through information provided by you and by obtaining other information from public sources and data. For the avoidance of doubt, you agree that we may use personal information provided by you for the purpose of verifying your identity. Our privacy policy is available at: https://corporate.ladbrokes.be/en/privacy-policy.
       
      4.4. You agree to provide us with such supporting documents as we may request. Supporting documentation may include any or all of the following for individuals (list not exhaustive): a copy of a valid passport / identity card; a copy of a valid driving licence; a copy of a utility bill; a reference letter from the individual's bank and a copy of an account statement. For a company, supporting documents may include (but are not limited to): a copy of the Affiliate's incorporation document; articles of association (or any equivalent document); a certificate of good corporate behavior; a power of attorney and details of the identity of the company's shareholders and directors. You agree and acknowledge that we have the right to suspend this Agreement and withhold payments due to you (i) if supporting documentation is not provided in a timely manner; and (ii) until your accounts have been verified to our satisfaction, (iii) if during the course of the Agreement questions have arisen about your identity due to new information.
               
      Article 5 - OBLIGATIONS AND PROHIBITIONS FOR THE AFFILIATE
       
          5.1. Throughout the Term, you must comply with existing Belgian regulations on advertising for games of chance, and in particular Article 10 of the Royal Decree of 27 February 2023 determining the terms and conditions relating to advertising for games of chance, which reads as follows: "Holders of the licences referred to in Article 1 may advertise themselves by means of their brand or logo, or both, by means of information society instruments only by means of an advertising programme whereby the licence holder may advertise on a search results page, following the introduction of search terms related to gambling, and in which the advertising may be considered as a search result because the advertising is placed at the top of the page in return for payment.”  (Free translation (original available in French and Dutch)). 
              You will also take into account the guidelines of the Belgian Gaming Commission published on their website (Home > Operators > RD Advertising: (LINK). In case of doubts, contact your Affiliation Manager;
       
          5.2. You shall prominently incorporate and permanently display the most recent Links provided by you to the Company on the Affiliate Site in a manner and location agreed between you and the Company; and you shall not modify the form, destination or operation of the Links without the prior written consent of the Company. 
       
          5.3. The Affiliate Site must display the appropriate Links within four (4) weeks of signing this Agreement.  If you do not activate the Links, we may terminate this Agreement immediately without notice.
       
          5.4. You agree to provide the Company with reasonable assistance in presenting and accessing the Links and in transmitting and maintaining the Links.
       
          5.5. You shall ensure that you do not place Links on pages of the Affiliate's Site intended for persons under the Minimum Legal Age or, if the Affiliate's Site is prohibited by the applicable laws of a particular jurisdiction, for any person within such jurisdiction.
               
          5.6. You may only place Links on the Affiliate's Site. If you wish to place the Links on websites other than the Affiliate Site, you must first obtain the written consent of the Company.
               
          5.7. The Company has the right to monitor the Affiliate Site to ensure compliance with the terms of this Agreement. The Affiliate shall provide the Company with all data and information to enable the Company to carry out such monitoring without charge.
       
          5.8. If the Company discovers that your use of a Link is in breach of the terms of this Agreement, it shall be entitled to take steps to render the Link inoperative and we shall be entitled to terminate this Agreement immediately without prior notice.
               
          5.9. You cannot :
           
      5.9.1. Buy or register branding keywords, search terms or other identifiers for use in a search engine, portal, sponsored advertising service or other search or submission service, unless expressly written approval is given by the Company;
      5.9.2. Include metatag keywords on the Affiliate Site, unless expressly written approval is given by the Company; 
      5.9.3. Otherwise use any marks, words or images (except as expressly authorised in this Agreement) that are identical or similar to the Company's trademarks or other brand names; 
      5.9.4. Brand bidding by taking advantage of the company's brand and/or logo on Google Ads or any other advertising network, unless expressly written approval is given by the Company; 
      5.9.5. Use content other than that provided by the Company; 
      5.9.6. Promote gambling sites not licensed in Belgium by the Belgian Gaming Commission (illegal sites).
                   
          5.10. Neither you nor your direct are entitled to become Customers of any sort and you will not be entitled to a share of the Net Revenue (or any other remuneration from the Business) in respect of such relatives. In this context, lineal relatives will include your spouse, partner, parent, child or sibling. 
               
          5.11. You must not :
           
      5.11.1. Directly or indirectly offer any person or entity a fee or incentive (including, without limitation, the payment of money or other benefits) for using the Links to access the Website (e.g., by instituting a "rewards" program for persons or entities using the Links to access the Website); 
      5.11.2. Read, intercept, record, redirect, interpret or fill in the contents of any electronic form or other material submitted by us to any person; 
      5.11.3. In any way modify, redirect, delete or replace the operation of any button, Link or other interactive feature of the Website;
      5.11.4. Engage in transactions of any kind on the Website on behalf of any third party, or authorise, assist or encourage any other person or entity to do so;
      5.11.5. Take any action that could reasonably be expected to cause confusion for the end user in relation to their relationship with you, or the site on which functions or transactions are taking place;
      5.11.6. Other than to provide the Links in accordance with this Agreement and for any promotion contemplated by this Agreement, record or make advertisements or content promoting the Website or the Business(es). Branding remains the sole responsibility of the Company ;
      5.11.7. Record or use advertisements or promotional content promoting the Website or otherwise around or in connection with the display of the Website (e.g. with animated "pop-up" or "pop-under" windows or any "framing" technique or technology) or assist, authorise or encourage any third party to do so;
      5.11.8. Trying to artificially increase the sums we have to pay you;
      5.11.9. To cause the Website (or a page thereof) to open a visitor's reading program other than as a result of the visitor clicking on a Link;
      5.11.10. Attempt to intercept or redirect (including, without limitation, via user-installed software) traffic to or from any website participating in our affiliate program;
      5.11.11. Use the Links and/or advertising or promotional content (including advertisements, campaigns and promotional material) alongside, in conjunction with or in connection with inappropriate content (including but not limited to defamatory or libellous, pornographic, obscene or explicit content, pirated content, content that infringes intellectual property rights or that may incite religious hatred or cause harm) and on sites sharing peer-to-peer files or binary torrents;  
      5.11.12. Directly or indirectly engage in, authorise, assist, promote, encourage or benefit from any act or traffic involving a prohibited activity;
      5.11.13. Directly or indirectly post, serve, distribute or redirect advertisements or promotional content otherwise promoting or advertising or marketing the Website (including but not limited to banners, campaigns and promotional material) to any person or entity located in the Excluded Territories. If the Affiliate Site is an international website, to comply with regulation, Links can only be shown to people geolocated in Belgium. ; 
      5.11.14. Make the Affiliate Site or the Links accessible at any time to a person or entity residing in the Excluded Territories.
                   
          5.12. If we determine, at our sole discretion, that you have engaged in any of the activities referred to in clauses 5.5, 5.9, 5.10 and 5.11, we may (without limiting any other rights or remedies available to us) defer any sums that would otherwise be payable to you under this Agreement and/or terminate this Agreement immediately without notice. 
               
          5.13. Upon demand, you shall indemnify and hold harmless the Company from and against all losses, claims, damages, penalties, costs, expenses (including, but not limited to, consequential losses, business interruption, reasonable legal fees and expenses and related VAT if applicable) and liabilities suffered or incurred, directly or indirectly, by the Company as a result of a breach by you of article 5, for any breach of legislation causing us damage or harm and for any breach of the Agreement due to willful misconduct or gross negligence. 
               
          5.14.  If you contact any of your Users to promote the Website or the Links, which should only happen in full compliance with the regulations, you must specify in the body of this communication that the said communication is made without the knowledge or involvement of the Company and that any claim that the User concerned may wish to make must be addressed to you and not to the Company.
       
      Article 6 - COMPANY OBLIGATIONS
       
      6.1. The Company must provide the Links and updates to be included on the Affiliate's Site so that the Affiliate may update such Links.
               
      6.2. Provided that you comply with our cookie instructions (section 7), we will do our best to ensure that when a Customer connects to the Website via the Links and subsequently places a bet with the Company, the Customer concerned is identified as originating from the Affiliate Site. However, we will not be liable to you in any way if we are unable to identify a Customer as originating from the Affiliate Site.
       
       
      Article 7 - COOKIE POLICY
       
      7.1. In all cases, you must inform Users, by means of a privacy policy or other appropriate means, that cookies will be installed on the User's browser when a User clicks on the Links and provide them with all the information required by the regulations in this respect, and in particular: purpose of the cookies, categories of information stored, length of time the information is kept, methods for deleting information, means of objecting to the processing, communication of information to third parties.
               
      7.2. You will take care to obtain the consent of Users prior to the installation of these cookies and will offer them the possibility of eliminating it at any time in accordance with article 129 of the law of 13 June 2005 relating to electronic communications.
           
      7.3. The tracking cookie will be installed on the User's browser for a period of ten (10) days, at the end of which the cookie will be deleted.
           
      7.4. Please note that :
           
      7.4.1. The cookie is characterised by a last-click attribution policy for the following specific cases: (1) if the source of traffic is not paid (organic or referencing), (2) if the source of traffic is paid via Google Ads or Microsoft Advertising and the keywords searched for are branding keywords and (3) if the source of traffic is the sending of internal emails.
      7.4.2. The cookie will be deleted before the 10-day period (first-click attribution) in the following cases: (1) if the traffic source is paid, with the exception of emailing and Google Ads or Microsoft Advertising branding keyword searches and (2) if the traffic source is another link from an Affiliate Site.
2. 
   Article 8 – PRIVACY POLICY
    
   8.1. As part of the performance of this Agreement, we may process certain personal data relating to the Affiliate. This processing will always be carried out in accordance with the provisions of the General Data Protection Regulation (EU) 2016/679 ("GDPR"). You will find all the information relating to this processing in the attached Privacy Policy available at https://corporate.ladbrokes.be/fr/privacy-policy.
    
   8.2. If you process personal data yourself, by accepting this Agreement you warrant that you will comply with the provisions of the GDPR and any other applicable regulations on the protection of personal data and that you will fulfil all your obligations, in particular relating to the information and rights of data subjects, the legitimacy of processing and the security of personal data. Under no circumstances will we be held responsible for your failure to do so. The Affiliate shall indemnify the Company for any damage resulting from its failure to comply with the aforementioned regulations.
3. 
   Article 9 - PAYMENT
    
   9.1. We offer our affiliates a range of payment structures. The terms and conditions agreed with your Affiliate Manager are set out in your affiliate account on the platform and consist of : 
            
               - A CPA (cost per acquisition): a lump-sum payment per Depositing Customer / Directed Customer brought in by the Affiliate
               - Rev Share: a percentage of the NGR generated by the Active Customer contributed by the Affiliate
            
   9.2. These payments are only due for Depositing Customers, and as long as the Affiliate itself remains active, i.e. the continuous supply of Depositing Customers each month. The Amount due to the Affiliate will be determined by the number of Customers provided to us each calendar month, as well as the NGR generated by these Depositing Customers. 
            
   9.3. An Affiliate will become inactive if he has not brought in a Depositing Customer for over 6 months counting from the date when his last Depositing Customer has registered on the Website. In this case, the Company has the right but not the obligation to terminate the Agreement by giving one (1) month notice to the Affiliate through the platform and/or via email (with confirmation of reception).  If you wish to discuss other solutions, please contact your Affiliate Manager.
            
   9.4. We will provide you with accessible statements detailing the number of Customers and the Amount due for the calendar month on www.ladbrokespartners.be. 
    
   9.5. At the end of a calendar month, we will record the Amount Due. If, in any calendar month, this amount is negative, we will have the right, but will not be obliged, to carry forward and offset this negative amount against any future Amounts Due we would have to pay to you, until the negative balance is fully offset. However, we shall also have the right, but not the obligation, to reduce to zero the negative balance that would otherwise be carried forward. If any Amount Due does not exceed €100, we shall have the right to withhold it and carry forward the Amount Due of less than €100 to the end of the first calendar month in which the Amount Due (including that amount of the Amount Due carried forward) exceeds €100 ; at which time payment shall be made in accordance with this clause. For the avoidance of doubt, you will only receive a payment If there is a positive balance and it is greater than €100 in any given month. In case of termination (except for breach of legislation or contract) of the Agreement, the outstanding Amount Due will be paid out to the Affiliate regardless of the amount. 
    
   9.6. You formally accept the application of the self-billing procedure set out in Belgian VAT Circular no. 53/2013 of 16 December 2013. You can read about the conditions of application and obligations set out in this VAT Circular. You undertake to comply with its conditions and obligations. This Agreement takes the place of a prior agreement on the self-billing process within the meaning of this VAT Circular. The Company will send you a copy of the invoices issued electronically to the e-mail address you provided in the request form within 15 days of the end of the calendar month concerned. If you do not dispute the invoice within 3 days of it being sent, each invoice will be deemed to have been fully accepted by you, within the meaning of the aforementioned VAT Circular, and payment will be made in Euros. The Company will pay the Belgian VAT due on the invoice directly to the Belgian Treasury by means of the deferred collection mechanism provided for in the aforementioned VAT Circular. The Company will keep proof of payment of VAT to the Treasury at your disposal. If it is required to do so, the Company will issue the tax forms prescribed by the Belgian regulations in force and will provide you with a copy. 
    
           You are responsible for complying with your own tax obligations, both in Belgium and in the country where you are established, where applicable, in particular as regards the declaration of income derived from this Agreement. 
            
   9.7. In the event of an error in the calculation of the Amount Due, we reserve the right to correct such calculation at any time and to reclaim from you any overpayment made by us (including, without limitation, by reducing any future payments that may otherwise be due to you by us).
            
   9.8. If we believe that a Prohibited Activity has taken place or is planned in which you are involved, we will have the right to withhold any Amount Due to you, even if these do not relate to amounts associated with the event in question. If we believe that a Prohibited Activity has taken place or is planned by a Customer, without your knowledge, we will have the right to withhold Amounts due in relation to that specific Prohibited Activity. In this case, we will also have the right to deduct from future Amounts Due to be paid to you, amounts already received by you which can be shown to have been generated by Prohibited Activity.
            
   9.9. All calculations in respect of the Amount Due under this Agreement shall be made by us and shall be based solely on data in our systems and records. Our calculations shall be final and conclusive, without prejudice to the provisions of Article 9.6.
            
   9.10. Amounts Due in currencies other than euros will be converted at the exchange rate applicable on the website of the European Central Bank on the date of calculation.
            
   9.11. All payments will be made inclusive of all taxes, including any applicable foreign VAT. Only Belgian VAT will be paid directly by the Company to the Belgian Treasury, if it is due. For this purpose, you must have a VAT number (and company number) in Belgium.
        
   9.12. Notwithstanding any other provision of this Article 9, we shall only be obliged to pay the Amounts Due to you under this Agreement (including any share of Net Revenues) during the Term.
            
   9.13. The amounts displayed on the Affiliation Platform are commissions calculated on the basis of Depositing Customers.
4. 
   Article 10 - INTELLECTUAL PROPERTY
    
   10.1. The Company grants you a non-exclusive, revocable and non-transferable license to display the Company Content during the Term solely for the purpose of enabling you to display Links on the Affiliate Site as provided in this Agreement and as we may direct from time to time. 
            
   10.2. All intellectual property rights and goodwill arising from the Links and all betting products, systems and software associated with the services provided by the Company from time to time shall remain the property of the Company. 
        
   10.3. You are in no way authorised to use the Company's Content in a way that is prejudicial to the Company or to the Company's reputation or its Customers. 
            
   10.4. You are not authorised to alter or modify the Company's Content in any way without the prior express written consent of the Company.
            
   10.5. You acknowledge that the Affiliate Site shall in no way have the "look and feel" of the Website, and you shall not give the impression that the Affiliate Site is the Website (or any part thereof).
    
   Article 11 - WARRANTIES
    
   11.1. You represent, warrant and covenant that the Affiliate Site does not contain any material that is: defamatory, pornographic, unlawful, threatening, obscene, harassing, or racially, ethnically, or otherwise objectionable or discriminatory, violent, politically sensitive or otherwise controversial or that may violate the rights of any third party in connection with such material.
            
   11.2. You warrant, represent and undertake to us that you will obtain and maintain in force all registrations, authorisations, consents and licences necessary to enable you to perform your obligations under this Agreement and you will fully assume this duty by continuing to comply with all applicable laws and regulations. 
            
   11.3. Each party to this Agreement represents and warrants to the other that it has and shall retain throughout the Term all right, title and authority to enter into this Agreement, to grant to the other party the rights and licenses granted in this Agreement and to perform all of its obligations under this Agreement.
        
   11.4. You are aware that you shall at all times comply with the provisions of Book XII of the Code of Economic Law and the General Data Protection Regulation (EU) 2016/679 ("GDPR"), as amended from time to time, and any other associated legislation ; and you shall indemnify on demand, and hold harmless the Company from and against each and all losses, penalties, demands, claims, damages, costs, expenses, including without limitation, consequential losses and loss of income, reasonable legal costs and VAT if applicable thereto, and liabilities assumed or incurred, directly or indirectly, by the Company as a result of any breach of this warranty by you.
    
   11.5. You warrant and covenant to us and declare that you do not and will not in the future, advertise, market, promote or otherwise make available any promotional material associated with the Website in any of the Excluded Territories.
5. 
   Article 12 - EXCLUSION OF GUARANTEES
    
           Without prejudice to Article 6.2, we do not warrant that the operation of the Website will be uninterrupted or error-free, or that all links will be operational or valid (verification of such links being the responsibility of the Affiliate).
    
   Article 13 - COMPENSATION
    
   13.1. Upon request, you will indemnify and hold harmless the Company from and against all losses, penalties, demands, claims, damages, costs, expenses (including, without limitation, consequential and lost profits, reasonable legal fees and expenses and VAT where applicable) and liabilities incurred or suffered, directly or indirectly by the Indemnified Party as a result of your breach, non-performance or breach of any of the obligations or warranties contained in this Agreement.
            
   13.2. In the event of a breach of article 10 of the Royal Decree of 27 February 2023 determining the terms and conditions relating to advertising for games of chance, you will automatically be liable to pay a lump sum of 25.000,00€, without prejudice to the Company's right to claim compensation in court for its additional damage if it exceeds the aforementioned sum.
6. 
   Article 14 - EXCLUSION OF LIABILITY
    
   14.1. Except in the event of mandatory provisions, the Company will only be liable, contractually, extra-contractually, for damage caused by willfull misconduct. The Company will not be liable for damage caused by its simple or gross negligence. Except in the event of mandatory provisions, the Company will not be liable, contractually or extra-contractually, for damages caused to the Affiliate or to any other person, even as a result of gross negligence or willfull misconduct by any party outside of this Agreement (e.g. other contractual partners of the Company that are not a part of this Agreement).
            
   14.2. Except in the cases provided for in this Agreement and except in the event of mandatory legal provisions to the contrary, the Company shall never be required to pay damages for any reason whatsoever. 
            
   14.3. In cases where the Company is liable to pay damages, it shall not be liable to pay compensation for unforeseeable, indirect or consequential damages, including, but not limited to, loss of profit, reduction in value in use, loss of goodwill, loss of commercial opportunities, revenue, Agreements, customers or reputation.
    
   14.4. In no event shall the Company's liability exceed the total sums paid by us to you during the twelve (12) month period preceding the date on which such liability is incurred (or the end date of the event in case of a continues liability). 
            
        
   Article 15 - DURATION AND TERMINATION OF THE AGREEMENT
        
   15.1. This Agreement will commence on the date it is signed, for an indefinite period. 
            
   15.2. The Agreement may be terminated by either Party by giving eight (8) weeks' notice. The notice period will begin on the first day of the month following receipt of the notice by registered post or email, receipt of which has been acknowledged by the other Party.
            
   15.3. Notwithstanding Clause 15.3, a party ("Non-Defaulting Party") may terminate the Agreement with immediate effect by written notice, by registered post or email, receipt of which has been acknowledged by the other Party ("Defaulting Party") in the following circumstances:
            
           15.3.1. The Defaulting Party has caused a breach of its material obligations under this Agreement and has failed to remedy such breach (if possible) within thirty (30) days of receipt of notice from the other.
           15.3.2. As an exception to the above, in the event of a breach of article 10 of the Royal Decree of 27 February 2023 determining the terms and conditions relating to advertising for games of chance, the Company may (but must not) terminate the Agreement without notice or compensation and shall not be obliged to continue to pay the Amounts due on the activity of the players (Contributing Players, Depositing Customers and Active Customers). The Company may claim the compensation referred to in article 13.2; 
           15.3.3. The Defaulting Party becomes insolvent or unable to pay its debt(s);
                    
   15.4. Each party shall immediately notify the other party in writing of any event referred to in Article 15.3.2 which occurs during the Term and which would give the other party the right to terminate the Agreement.
            
   15.5. The Agreement will be terminated automatically in the event of the withdrawal of the Company’s licence to offer its games and bets. The Company would be entitled to terminate the Agreement without notice or compensation and would not be obliged to continue paying the Amounts due on the activity of the players (Directed Customer, Depositing Customers and Active Customers).
        
   15.6. If the regulations in force in Belgium concerning affiliate marketing, the interpretation thereof by the Belgian Gaming Commission and/or the judicial or administrative courts and tribunals, were to change and the Company were obliged to cease all online affiliate activity on their Website, the Company would be entitled to terminate the Agreement without notice or compensation and would not be obliged to continue paying the Amounts due on the activity of the players (Contributing Players, Depositing Customers and Active Customers). You expressly acknowledge that gambling advertising is a politically sensitive subject in Belgium and is subject to frequent changes. The Agreement is entered into with full knowledge of the facts and any change in regulations will result in the termination of your rights under the Agreement.
    
   Article 16 - CONFIDENTIALITY
    
   16.1. Each party undertakes never to disclose to any person any confidential information relating to the Company, Customers of any sort, or suppliers of the other party or of a member of the group of companies of which the others are members, other than as permitted by Article 16 .2.
            
   16.2. Each party may disclose the other party's confidential information:
            
   16.2.1. To its employees, officers, agents or advisors who need to know such information in order to perform the party's obligations under this Agreement. Each party will ensure that its employees, representatives or advisers to whom it discloses the other party's confidential information comply with this Article 16 ; 
   16.2.2. As required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    
   16.3. Neither party shall use the other party's confidential information for any purpose other than to fulfil its obligations under this Agreement.
   Article 17 - MISCELLANEOUS PROVISIONS
    
   17.1. This Agreement and any amendments constitute the entire Agreement and understanding between the parties and supersede any prior Agreement between the parties relating to the subject matter of this Agreement. Each of the parties acknowledges that in entering into this Agreement, and in accepting the document referred to in it, it does not rely on, and shall have no recourse in respect of, any representation, statement, warranty, understatement, promise or assurance (whether negligent or innocent) of any person (whether or not a party to this Agreement) other than as expressly set out in this Agreement. Nothing in this Section shall limit or exclude any liability for fraud. 
    
   17.2. In no event shall any delay, failure or omission (in whole or in part) to enforce, exercise or perform any right, power, privilege, claim or remedy conferred by or resulting from this Agreement or by law be deemed a waiver thereof or of any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to preclude the application thereof, or that of any other right, power, privilege, claim or remedy, in any other proceeding at any time or within any period thereafter; or
        
   17.3. Without prior written consent of the Company, you shall not assign, sub-license or sub-Agreement this Agreement or the rights under this Agreement or sub-agreement or the whole of your obligations under this Agreement or purport to assume any of them. Any purported assignment made in breach of this article will not confer any rights on the purported assignee.
        
   17.4. If any provision of this Agreement is held to be invalid or unenforceable by any court or administrative body of competent jurisdiction, such invalidity or unenforceability shall not affect the remaining provisions of this Agreement, which shall remain in full force and effect.
        
   17.5. Any notice given or made to us under this Agreement shall be sent by email to the relevant Affiliate Manager or to the following address partner@ladbrokes.be. We shall send notices given or made to you under this Agreement to the email address set out in your application form or to such other email address as you may notify to us.
        
   17.6. Any notification will be deemed to have been received within two hours of delivery, provided that it is received on a working day between 9am and 5pm, if it is not received in this timeframe,  it will be considered to be received on the first working day following notification, between 9am and 5pm. If  the notification concerns a termination notice or notice of breach, an express confirmation by the receiving Party or a delivery by registered mail is required to acknowledge receipt. 
        
   17.7. Each party undertakes, at any time during and after the Agreement, not to use, disclose or communicate to any person, other than its representatives or professional advisers or as may be required by law or by any legal or regulatory authority, any confidential information relating to the business or affairs of the other party or of any member of the group of companies to which the other party belongs, which may already or in the future come to its knowledge; and each party will not use any part of such confidential information, directly or indirectly, for any purpose other than the subject matter of this Agreement. Each party will use reasonable endeavors to prevent the publication or disclosure of confidential information relating to such matters. 
    
   17.8.  Nothing in this Agreement is intended to or shall operate to create a partnership between the parties or authorise either party to act for the other as agent; and neither party shall be authorised to act for or on behalf of the other or otherwise bind the other in any way (including, without limitation, to make any representation or warranty, to assume any obligation or warranty and the exercise of any right or power).
                
   17.9. Neither party shall make any announcement relating to this Agreement or its subject matter without the prior written consent of the other party unless required to do so by law or by a judicial or regulatory authority.
                
   17.10. Except to the extent that this Agreement expressly provides that a third party may, under its own law, enforce any provision of this Agreement, any person who is not a party to this Agreement shall have no right to rely on or enforce any provision of this Agreement. However, this does not affect any right of a third party, existing or available outside this Agreement.
        
   17.11. The validity, construction and performance of this Agreement (and any claim, dispute or matter arising out of or in connection with it or its enforceability) shall be governed by, and construed in accordance with, Belgian law. Each party irrevocably submits to the exclusive jurisdiction of the French speaking Belgian courts for any claim, dispute or matter arising out of or in connection with this Agreement or its performance.
        
   17.12. Any amendment to this Agreement must be made in writing and must be approved by the Parties. 

Article 19 - CHANGES TO THIS CONTRACT

This Contract was amended for the last time on November 18/11/2024.

PRIVACY POLICY

When collecting and processing your personal data, Derby S.A. (“Derby”), a company under Belgian law registered with the Banque Carrefour des Entreprises (register for legal entities) under the number 0407.042.480, whose registered office is at 1100 Chaussée de Wavres, Brussels 1060, Belgium (Phone: +32 2 349 16 11; Fax: +32 2 349 16 15; E-mail: help@ladbrokes.be; website: www.ladbrokes.be), acts as data controller.

Derby undertakes to protect and respect your privacy.

This privacy policy informs you concerning the basis on which all the personal data, collected by us from you or provided for us by you, will be processed by us in the context of your Affiliation Contract. 

Please carefully read what follows to understand our position and practices concerning your personal data and the way in which we process it.

THE DATA THAT WE MAY COLLECT CONCERNING YOU

In the context of our Contract, we gather and process the following data concerning you:

• Email address Surname and forename

• Phone number

• Address

• Phone number

• Skype identifiers

• Website address

• Registration date

• Language

• Bank account

• Company name

• VAT number

• Category and target market

HOW DO WE USE YOUR PERSONAL DATA?  

The personal data protection laws require us to fulfil certain conditions before being authorised to use your data in the manner described in this privacy policy. We take our responsibilities under the personal data protection laws extremely seriously, including the respect of these conditions. We will base our use of your personal data on three conditions, depending on the activities that we are conducting:  

• Respect of our contractual obligations: We will use your data to fulfil our obligations stemming from any Contract concluded between you and us, and to provide you with the information and services that you request from us.  In the context of the contract and to ensure its proper performance, we will also use your data to inform you of the changes made to our services and /or products and the development of our contractual relationship.

• Legal obligations: As a regulated entity, we are bound to comply with the applicable directives provided by any pertinent regulatory body and we have obligations under applicable legislation, including the law on games of chance and betting, and the legislation to combat money laundering and fraud.  We will therefore use your data to conduct appropriate and necessary investigations and to fulfil our legal and regulatory obligations and duties, including to ensure our compliance (if applicable) with:  

• the requirements of any applicable law in matters of gambling, betting and games of chance; 

• the directives of any competent regulator; 

• the requirements of applicable legislation in matters of the prevention of money laundering, fraud, financing of terrorism, corruption, tax evasion, the supply of financial or other services to persons who could be subject to economic or commercial sanctions, including (where applicable) in respect to excluded customers; and

• all other laws, regulations, directives, codes of practice, circulars, ordinances, notifications or requests which could apply; 

Legitimate interests:  We will also use your data in certain cases on the basis of our legitimate interests, mainly to;

• protect ourselves against fraud and ensure the physical and IT security of our firm;

• ensure the management of any litigation that arises between us or with third parties.

YOUR RIGHTS

The laws in matters of personal data protection grant you a certain number of rights in respect to the manner in which we process your personal data.  These rights are set out in detail below.  You can contact us using the contact details given on our website (or by directly contacting our Data Protection Officer (DPO) – contact details given below) to exercise one of these rights, and we will reply to any request received from you within one month as of the date of the request. 

To exercise your rights listed above, please contact DPO@ladbrokes.be.  Any questions, comments and requests concerning this privacy policy are welcome. 

If have any concerns regarding the processing of your personal data or if you are not satisfied with our reply to any request by you relating to your rights, you also have the right to file a complaint with our control authority: the Belgian Data Protection Authority. The latter’s address is:

Rue de la Presse, 35 1000 Brussels,
Belgium.

MODIFICATIONS MADE TO THIS PRIVACY POLICY

Any future change to this privacy policy will be notified to you by email or any other means of communication.

 This policy was reviewed and updated for the last time on: 30/10/2018