General Terms & Conditions
§ 1 General
- Seymour B.V.(hereinafter referred to as "the company") duly incorporated and registered under registration number 137860, with the office at Chuchubiweg 17, Willemstad, Curaçao.
- Based on the license, the company offers on the platforms admiralspot.com (hereinafter referred to as "the Websites") casino games.
- The Partner maintains and operates one or more websites on the internet (hereinafter referred to as "the Partner Website/s") and is interested in advertising the company's websites. However, the decision which concrete website(s) shall be advertised by the Partner, shall be taken by the company according to economic and legal motives.
§ 2 Subject Matter of the Contractual Relationship
- Subject matter of this Contractual Relationship shall be the implementation of Links and other Advertising Instruments as set out in para 3 provided by the company on the affiliates.admiralspot.com/ website with the aim of establishing an advertising cooperation for the mutual benefit of the Parties hereto. The cooperation shall be non-exclusive.
- The company shall inform the Partner about the respective company website(s) that shall be advertised by the Partner. The company is, at any time, entitled to replace the company website(s) by other website(s) operated by the company.
- The company shall provide the Partner with a selection of advertising instruments e.g. logos, banners, graphics, texts with links, and other sales enhancing tools (hereinafter referred to as "Advertising Instruments"). Upon implementation of one or more of the Advertising Instruments on the Partner Website, the Partner offers the users of the Partner website the opportunity to directly access the company’s Websites, place bets and/or play games by clicking on the respective symbols (hereinafter referred to as "the Link").
- The Partner shall incorporate the Link of its choice provided within the scope of these Terms and Conditions in the Partner Website, thus establishing a connection to the company’s Websites. By means of the assigned link codes, the company’s registration system identifies customer referrals from the Link of the Partner Website. The Links may refer to various coordinated areas.
- The company shall be entitled to modify, limit, or provide new Advertising Instruments at any time.
§ 3 Preconditions and Formation of the Contractual Relationship
- The company expressly state that the promotion or soliciting of bets and/or games of chance including poker is subject to legal restrictions in some countries and may even be prohibited in some cases. Thus, the Partner acknowledges that should the promoting or soliciting of bets and games of chance including poker or the participation in prize games be prohibited under the rules and regulations of its country of domicile or be permissible only under certain preconditions not met here, the Partner must not accept these Terms and Conditions and must not enter into the Contractual Relationship with the company and shall, consequently, also not be entitled to post the Link on the Partner Website. Should any disadvantages whatsoever arise for the company or the Partner due to disregard of the relevant prohibitions in the country of domicile of the Partner, the Partner shall be exclusively liable for such disadvantages.
- The company provides an online application form which, provided that the preconditions under § 3 para 1 are met, is to be transmitted by the Partner to the company electronically. Before transmitting the application form, the Partner must accept these Terms and Conditions. After transmission of the completed form, the Partner shall be examined by the Company. In the case of approval, confirmation thereof shall be sent to the Partner by electronic mail. With the approval of the company, the Contractual Relationship between the company and the Partner is concluded.
§ 4 Licence
- Upon conclusion of this Contractual Relationship, the Partner shall be granted a right, non-transferrable and terminable at any time, entitling him to use the Link provided for the purpose of establishing links from the Partner Website to the company’s Websites. This right does not include the right to modify or manipulate the Link in any way whatsoever without company's prior written consent. The licence for the use of the Link (and any further advertising material) shall expire upon termination of the Contractual Relationship. These Terms and Conditions shall not allow the Partner to use the rights of the company for any other purposes as established herein without the company’s prior written consent.
- The preparation and subsequent use of additional Advertising Instruments relating to the company is only permissible with the company’s prior consent.
- The copyright of the design of the Link provided within the scope of the Contractual Relationship as well as for all other information made accessible on the company’s Websites shall remain solely with the company.
- A change of the URL address of the company’s Websites shall not constitute a change of these Terms and Conditions and the Contractual Relationship in whole and shall not affect the rights and obligations arising from these Terms and Conditions.
§ 5 Commission
- In return for the implementation of the Link in accordance with these Terms and Conditions, the Partner shall receive a commission ("the Commission"), consisting of the Revenue Share. The Partner shall be entitled to receive the Commission beginning with the date a customer becomes a Paying Active (as defined in para 3) and ending with the date of termination of the Contractual Relationship.
- The Revenue Share shall be calculated as a percentage of the Revenue Base generated by the Paying Actives in the previous calendar month. The respective percentages are listed on the https://affiliates.admiralspot.com/ website. The company reserves the right to change the percentages at any time. However, starting three years after the date a customer has become a Paying Active and ending with the termination of the Contractual Relationship , the percentage rate of the Revenue Share for this customer may be reduced to a fixed rate of 5%.
- Paying Actives are those customers of the company who i) have not yet had a player account with the company and ii) have accessed the advertised company Websites using the Link located on the Partner Website, iii) have properly registered with the company within 7 days after their first access to the company Websites by using the Link, iv) have made real money transfers to their player´s accounts and v) have performed at least one real money activity within 90 days after registration
- The term "Revenue Base" shall mean the gross profit generated in the Casino from the Paying Actives counted as: real money stakes less real money wins less all bonuses granted and less any other transaction costs, including bank charges and recovered charge backs.
- A negative Revenue Base will be balanced to zero and will not be carried over to the next calendar month. A negative Commission, depending on affiliation plan will be or won’t be carried over to the next calendar month. In case of termination of this Contractual Relationship, a negative Commission, if any, is payable within one month after the termination date.
- In the event that bets and/or games are not executed or reversed for reasons beyond the company's control, the Commission shall be cancelled subsequently and charged in the following invoice.
§ 6 Terms of Payment
- The Commissions shall be calculated by the Company and will be credited to the online wallet of the Partner until the middle of the following calendar month. However, the Company shall not be held liable for any delay due to technical reasons and events which are beyond the company 's reasonable control. After crediting the Commission to the online wallet, the Partner should invoice the Commission electronically. The Commission can only be invoiced if the credit on the respective online wallet has reached a minimum amount of EUR 100,-. If this requirement is not met within one month, the Commission shall be carried over until a total of EUR 100,- has accumulated for the respective online wallet.
- With the personal password and the user name chosen by the Partner and upon conclusion of this Contractual Relationship pursuant to § 3 para 2, the Partner shall be granted access to his online wallet on the Partner's login area on https://affiliates.admiralspot.com/. The online wallet contains information about the actual Commission
- If no online invoice is created by the Partner within 12 months after credit of the Commission to his online wallet, the Commission shall be forfeited and will be deducted from his online wallet. This regulation also applies for Commissions older than 12 months, which have been transferred from former accounts of the Partner. Furthermore, all other demands and/or claims of the Partner against the company shall be forfeited after 12 months after occurrence.
- The Commission shall be paid out by the Company in Euros. If the VAT tax applies on the invoice total amount of the invoice (including VAT) can’t be bigger than total balance of the Partner’s online wallet.
§ 7 Rights and Obligations of the company
- The Company shall bear any costs arising in connection with the graphical representation of the Link.
- The Company provides the Partner with proper link and Advertising Instruments.
- The Company reserves its right to refuse the access of the Partner/Customer in certain cases at its discretion.
- The Company shall administrate the turnover generated via the Links, record Revenue Base and the total amount of the Commission earned via the Link, provide the Partner with performance statistics online, and handle all customer services related to the business.
§ 8 Rights and Obligations of the Partner
- The Partner represents and warrants that the information provided to the company in the online application form is true and complete. The Partner shall promptly update such information if all or any part of it changes.
- The Partner confirms that it operates the Partner Website under its own name and that it is fully and without any restrictions authorised to dispose thereof.
- The Partner shall assume all costs incurred for the implementation of the Link. In addition, the Partner undertakes to bear the costs related to the access to the Partner Website and display or delivery of the advertisements.
- The Partner shall be responsible for the proper technical incorporation of the Link and for the technical operation of the Partner Website.
- The Partner shall be responsible for the development, operation, and maintenance of the Partner Website as well as for all material appearing on the Partner Website.
- The Partner shall guarantee that the material shown on the Partner Website does not infringe any rights of third parties (including copyright and trademark rights, the general right of personality or any other rights) and that the Partner Website does not promote violence, sexually explicit material or discrimination based on race, sex, religion, national origin, physical disability, political content, sexual orientation, or underage commercial material or any illegal content.
- The Partner shall not be entitled to present the Partner Website in such a way that it might evoke any risk of confusion with the company’s Websites or convey the impression that the Partner Website partly or fully originates from the Company
- The Partner may not use the name of the Company or other terms or trademarks that the Company is entitled to in any other way than in connection with the implementation of the Advertising Instruments on the Partner Website. In this respect, the Partner shall particularly refrain from using terms that are confusingly similar to those employed by the Company.
- The Partner understands that the company will not cooperate with a Partner using a domain or subdomain which is confusingly similar to those owned by the company, or any other protected trademark and/or name right which belongs to the company.
- The Partner shall consider the trademarks and name rights of the company when conducting a "paid search"-campaign in order to improve its rankings at search engines. The Partner agrees not to use keywords that are similar to the brands owned by the company or any other protected trademark and/or name right belonging to the Company.
- The Partner acknowledges and agrees that the Company may at any time enter into agreements with other partners on the same or different terms as those provided to the Partner herein and that such other partners may be competitors to the Partner
- If the company determines, at its sole discretion, that the Partner has engaged in any form of spamming or advertises the company’s services in any other unauthorized way, the company may (without limiting any other rights or remedies available to it) withhold any Commission otherwise payable to the Partner within the framework of this Contractual Relationship and/or terminate this Contractual Relationship with immediate effect upon its notice at any time during the term of this contract.
- The Partner may not act in such manner to pose a risk to the integrity of the company.
- The Partner shall keep the personal password and the user name confidential
- The Partner undertakes to use the Advertising Instruments only for the purposes of this Agreement as defined in § 2 and not provide them to any third party.
- The Partner is solely responsible for all costs connected with promotion of the Websites with delivered by the Company or his own marketing tools, in order to acquire customers for the Websites.
§ 9 Confidentiality
- All information, in particular business and financial data, lists of users, as well as price and sales information shall be treated confidentially. These details must not be used for own commercial or other purposes, neither directly nor indirectly.
- This shall not apply to such information that is generally known or may be retrievable via publicly accessible sources, which, however, do not constitute sources of the respective contracting party. Each Party shall have the right to pass on this information if ordered by court, if the proliferation of such information is effected to persons who are subject to a statutory duty of secrecy, or if the information is required to be disclosed by law.
- The Partner shall undertake to comply with the provisions pursuant to the Data Protection Law and the data protection regulations of the Telecommunications Law.
§ 10 Term and Termination
- This Contractual Relationship enters into force upon acceptation of the Partner's application by the Company and is concluded for an indefinite period of time.
- The Contractual Relationship may be terminated by either Party at any time without cause by giving a thirty (30) days prior notice sent by electronic mail.
- The Contractual Relationship may be terminated by the Company with immediate effect in cases of fraud (or suspected fraud) pursuant to the regulations set out in § 11 or any breach by the Partner of the obligations (especially pursuant to § 8) and rules of these Terms and Conditions.
- In case of termination, the Commission shall be calculated until the date of termination and the Partner may create an electronic invoice until the end of the calendar month following the termination. After expiration of that calendar month, no more invoices may be created by the Partner and the Partner is not entitled to any further refunds or any other claims for compensation against the company after such termination. If the Commission does not exceed the minimum amount of EUR 100,--, no invoice can be created by the Partner and the Commission shall be forfeited to the company’s benefit.
- In case of termination of the Contractual Relationship by the Company with immediate effect pursuant to § 10 para 3, the Partner shall not receive any Commission from the day of termination, cannot create any invoice and the access to his online account shall be denied with immediate effect. The Partner will be informed about the termination of the Contractual Relationship with immediate effect by electronic mail.
- The company shall be entitled to counterbalance any Commissions still open with any claims against the Partner.
- The account of the Partner ,may be in the sole discretion of Company, closed and the Contractual Relationship may be terminated if during three successive months no new Paying Actives are generated by the Partner. The Partner will be informed by the company via electronic mail that account will be closed and the Contractual Relationship will be terminated automatically, if during the following 7 days no New Paying Active will be generated by the Partner. The remaining money on the online wallet will not be transferred to the Partner, if he did not create an electronic invoice until the end of the month following the closing of the account.
- In case of termination of this Contractual Relationship , the Partner shall remove all implemented company links, as well as any other advertising material as names, symbols, logos or any other material, graphics and content, licensed or created by the Company and/or provided to the Partner by the Company in connection with this Contractual Relationship. He shall have no right of retention or contest. The Partner shall have no more access to his online wallet, which will be closed at the end of the month following the closing of the account.
§ 11 Rights and Obligations after Termination
- The Partner is obliged to return upon expiry or termination hereof in full and without retaining any transcripts and copies of all documents received containing the Advertising Instruments and drawn up within the scope of the Contractual Relationship. In particular, the Partner may not use for own business purposes or make available to third parties (for consideration or free of charge) any information on his activities and/or on any data related to the Company. The Partner shall cease any activity concerning promotion of the Company.
§ 12 Fraud
- The Partner shall not receive any Commission and the Contractual Relationship is terminated with immediate effect pursuant to § 10 if the company suspects or can determine that one of the following fraudulent activities has taken place:
- Fraudulent activities by the players include, but are not limited to, the following: charge backs, incorrect player data, minor players, chip dumping, money laundering;
- Fraudulent activities by the Partner include, but are not limited to, the following: if the Partner is also registered as a player – e.g. if the Partner and a Paying Active have the same IP address, if the Company therefore has doubt about the true identity of the Partner and if the Partner is not able to provide the Company with appropriate identification to effectively verify his identity.
- Fraudulent activities in general include, but are not limited to, the following: credit card numbers in a negative bin number data base, multiple subscriptions from a single e-mail address, subscriptions with the same credit card number, sequential names or patterns of names, many subscriptions from a specific website within a short time span, subscriptions from employees or other parties related to the Partner and multiple attempts to subscribe from the same credit card.
§ 13 Warranty and liability
- The Company shall guarantee that the Company’s Websites are operated within the scope of the current technical possibilities. No liability shall be assumed for any further claims.
- The liability of agents, employees and persons contracting on behalf of the company shall be limited to intent and gross negligence. The company's liability – for any reason whatsoever – shall be limited to the amount of the Commissions paid to the Partner within the past six months. In the event of the termination of this Contractual Relationship before expiration of the six months period, the Commission paid until then shall form the basis for the assessment of the damage.
§ 14 Force Majeure
- Neither Party will be held liable for, or will be considered to be in breach of or default (e.g. delays in payouts, data delivery, accuracy of calculation and data) under these Terms and Conditions on account of any delay or failure to perform as required by these Terms and Conditions as a result of any causes or conditions that are beyond such Party's reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence, including but not limited to, acts of God; war, riot, embargoes, acts of civil or military authority, or terrorism; fire, flood, earthquakes , hurricanes, tropical storms or other natural disasters; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, SPAM, net congestion, or any failure of a computer , server or software, including Y2K errors or omissions. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
§ 15 Place of Jurisdiction and Applicable Law
- These Terms and Conditions and the Contractual Relationship as a whole shall be governed in all respects, including validity, construction, interpretation and effect, by laws of Curaçao.
§ 16 Miscellaneous
- Should any part of these Terms and Conditions be or become invalid, these Terms and Conditions shall remain in full force to the extent reasonably possible and the invalid parts shall be adjusted to the legal requirements so that the spirit of these Terms and Conditions shall be respected as closely as possible.
- The company reserves the right to change any rules and regulations of these Terms and Conditions at any time. The Partner shall be notified by electronic mail of any such change. If the Contractual Relationship is not terminated within two weeks after notification of the changes, the changes shall be deemed accepted.
- The company also reserves the right to transfer all rights and duties from this Contractual Relationship to another company belonging to the company.
- These Terms and Conditions contain the entire Terms and Conditions agreed between the Parties in respect of the subject matter hereof and supersedes and cancels all previous agreements, negotiations, commitments and writings between the Parties hereto in respect of the subject matter hereof.
- No delay or omission by either party to exercise any right or power occurring upon any non-compliance or default by the other party with respect to any of the terms of these Terms and Conditions shall impair any such right or power or be construed to be a waiver thereof.
- All notices or other communications which are required or permitted hereunder shall be in writing and sufficient if delivered personally, sent by prepaid air courier, sent by mail or sent by facsimile transmission.
- All amounts including, but not limited to, the Commission shall be rounded by the Company to two decimal places.
- For the calculation of the earnings, foreign currency amounts shall be calculated according to the average currency exchange rate published by the Bank of Valletta.
- Any time measurement regarding calculation and crediting by the company of the Revenue Shares generated by the Paying Actives of the Partner is subject to variations as the company is operating in different time zones.