Terms and Conditions
Version 1.X / Effective 24 APRIL 2026 / Last updated 24 APRIL 2026
1. AGREEMENT
1.1 This Affiliate Agreement (the “Agreement”) is entered into between you (the “Affiliate”, “you” or “your”) and SUAVITY MARKETING LIMITED, a company incorporated in Gibraltar with registration number 123322 and registered office at Suite 4.3.02, Block 4, Eurotowers, Gibraltar, GX11 1AA, duly authorised and represented by its Director Yana Yakunina (the “Company”, “we”, “us” or “our”), which operates the websites listed on the website https://iwildpartners.com/ (the “Company Websites”) and the affiliate programme available at iwildpartners.com (with affiliate portal at iwildpartners.net) (the “Affiliate Programme”).
1.2 By ticking the box accepting this Agreement during the Affiliate Application process, by registering for the Affiliate Programme, by accessing the affiliate portal, by using any marketing tool or creative provided by the Company, or by accepting any Commission, you are deemed to have read, understood and agreed to this Agreement, including without limitation Clause 8 (Test Period, Traffic Quality and Anti-Fraud). If you do not agree to this Agreement, you must not participate in the Affiliate Programme.
1.3 The Company may modify this Agreement from time to time in accordance with Clause 12.10 (Modification of Terms). Your continued participation in the Affiliate Programme, including without limitation continued use of Affiliate Links, continued promotion of the Company Websites or continued receipt of Commission, constitutes your binding acceptance of this Agreement as modified.
2. DEFINITIONS
2.1 In this Agreement, unless the context otherwise requires, the following terms shall have the meanings given below. Capitalised terms used but not defined in this Clause 2 have the meanings given to them elsewhere in this Agreement.
“Affiliate Account” means the account set up by the Company following the Company’s approval of the Affiliate Application.
“Affiliate Agreement” or “Agreement” means (i) this document, (ii) the Commission Structure applicable to each brand and product, (iii) any schedule, annex or appendix hereto, and (iv) any rule, guideline, policy or notice of the Company made known to the Affiliate from time to time.
“Affiliate Application” means the application made by the Affiliate to participate in the Affiliate Programme.
“Affiliate Links” means the internet hyperlinks, tracking codes, QR codes or other trackable identifiers provided by the Company to the Affiliate for the purpose of directing traffic from the Affiliate Website(s) to the Company Websites.
“Affiliate Programme” means the collaboration between the Company and the Affiliate whereby the Affiliate promotes the Company Websites and is paid Commission in accordance with this Agreement.
“Affiliate Wallet” means the online wallet in the Affiliate’s name maintained by the Company, into which Commission is credited and from which payments are made in accordance with this Agreement.
“Affiliate Website” means any website, application, social media account, messaging channel, email list, video channel or other platform maintained, operated or otherwise controlled by the Affiliate or any Sub-Affiliate and used in connection with the Affiliate Programme.
“Commission” means as applicable in each case: (i) Revenue Share, (ii) CPA, (iii) Hybrid, (iv) any flat fee, tournament fee or milestone fee, or (v) any other compensation expressly set out in the Commission Structure. The Company may, at its sole discretion, vary the Commission, the basis of calculation, and the Commission Structure in accordance with this Agreement.
“Commission Structure” means the reward structure agreed in writing between the Company and the Affiliate (or published by the Company for a specific brand or product), as amended from time to time.
“Confidential Information” means all information of a commercial, technical, operational, financial or personal nature relating to the Company or the Affiliate Programme that is not publicly known, including without limitation financial reports, trade secrets, know-how, prices, custom quotes, business information, products, strategies, databases, technology, information about customers and users of the Company Websites, marketing plans, manners of operation, anti-fraud systems, and the existence and content of this Agreement and any Commission Structure.
“CPA” means cost per acquisition; a fixed amount payable by the Company for each New Customer who meets the qualification criteria in the applicable Commission Structure.
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council (General Data Protection Regulation) and any successor, implementing or equivalent legislation applicable to the processing in question.
“Hybrid” means a Commission arrangement combining a CPA element and a Revenue Share element in respect of the same New Customer.
“Incentivized Traffic” means traffic directed to the Company Websites by means of cashback, rebate, loyalty, bonus, gift, sweepstake, promotional payment, prize draw, or any other arrangement that rewards the end-user (directly or indirectly) for the act of clicking, registering, depositing, wagering or otherwise interacting with the Company Websites, whether operated, funded or facilitated by the Affiliate, a Sub-Affiliate, or any third party, and whether or not disclosed to the Company in advance.
“Intellectual Property Rights” means all copyrights, patents, trademarks, service marks, design rights, trade names, business names, domain names, database rights, brand features, goodwill, know-how, trade secrets, and registrations and applications for any of the foregoing, in each case of the Company.
“Net Gaming Revenue” means or “NGR” means all monies received by the Company from New Customers as placed bets, less: (a) winnings and free bets returned to New Customers; (b) bonuses, free spins, loyalty rewards, cashback, rakeback and any other promotional amounts credited to New Customers; (c) betting duties, gaming taxes, licence fees and regulatory levies; (d) payment processing fees, chargebacks, reversed deposits and any third-party financial charges; (e) game-provider fees, platform fees and content royalties attributable to New Customer activity; (f) fraud costs, anti-fraud provisions, AML provisions and any amounts deducted on compliance grounds; and (g) administrative adjustments and balance corrections. NGR is calculated only in respect of New Customers referred by the Affiliate.
“New Customer” means a first-time customer of the Company who (i) has no prior account with any of the Company Websites, (ii) has registered via a valid tracking code attributable to the Affiliate, (iii) has made a first deposit of at least the applicable minimum deposit, (iv) has passed the Company’s KYC and AML verification to the Company’s satisfaction, (v) is not a self-excluded, bonus-abuse, duplicate, fraudulent or AML-flagged account, and (vi) meets any further qualification threshold specified in the applicable Commission Structure. The Company’s determination as to whether a customer qualifies as a New Customer is final and binding. “New Customer” excludes the Affiliate, its employees, its direct relatives (spouse, partner, parent, child or sibling) and any third party acting on behalf of the Affiliate.
“Parties” means the Company and the Affiliate (each a “Party”).
“Personal Data” means has the meaning given in the GDPR.
“Revenue Share” means a percentage of NGR, as specified in the applicable Commission Structure.
“Sub-Affiliate” means any individual or entity referred by the Affiliate to the Affiliate Programme and linked to the Affiliate’s unique account or identifier.
“Test Period” means has the meaning given in Clause 8.1.
3. AFFILIATE OBLIGATIONS
3.1 Registering as Affiliate
3.1.1 To participate in the Affiliate Programme you must complete the Affiliate Application and accept this Agreement. The Affiliate Application forms an integral part of this Agreement.
3.1.2 The Company will determine, at its sole discretion, whether to accept an Affiliate Application and the Company’s decision is final and not subject to any right of appeal. We will notify you by email whether your Affiliate Application has been successful.
3.1.3 You will provide any documentation required by the Company to verify the Affiliate Application or to verify the Affiliate Account information at any time during the term of this Agreement, including without limitation bank statements, corporate identity papers, proof of address, beneficial ownership information, source of funds and source of wealth documentation. The Company reserves the right to conduct enhanced due diligence on any Affiliate at any time.
3.1.4 You will ensure that all information provided in connection with the Affiliate Programme is accurate, complete and kept up to date at all times.
3.2 Affiliate login details
3.2.1 It is your sole responsibility to keep your Affiliate Account login details confidential and secure at all times. You remain solely responsible and liable for all activity occurring under your Affiliate Account (whether undertaken by you or not), including where such activity results from your failure to guard your login information adequately.
3.2.2 You shall notify the Company immediately if you suspect any unauthorised use of the Affiliate Account.
3.3 Affiliate Programme participation
3.3.1 The Affiliate Programme is intended for your direct participation. Opening an Affiliate Account for a third party, or brokering, transferring or assigning an Affiliate Account is prohibited save with the Company’s prior written consent.
3.3.2 You shall not open more than one Affiliate Account without the Company’s prior written consent. Where multiple Affiliate Accounts are identified as being operated by or for the benefit of the same person, the Company may consolidate, suspend or close any such accounts at its sole discretion, and all remedies in Clause 6 shall apply.
3.3.3 You shall use your best efforts to actively advertise, market and promote the Company Websites in accordance with this Agreement and the Company’s instructions from time to time. You will ensure that all activities under this Agreement are in the Company’s best interest and do not harm the Company’s reputation or goodwill.
3.3.4 You may link to the Company Websites only using Affiliate Links or other materials expressly approved by the Company. No other method of promoting the Company Websites is permitted.
3.4 Affiliate Website
3.4.1 You are solely responsible for the development, operation and maintenance of the Affiliate Website(s) and for all materials appearing on them. You shall at all times ensure that each Affiliate Website is compliant with all applicable laws (including the GDPR) and functions as a professional website.
3.4.2 You shall not present the Affiliate Website(s) in a way that may cause confusion with the Company Websites or may give the impression that the Affiliate Website is owned or operated by the Company.
3.4.3 The Affiliate Website(s) shall not contain any defamatory, libellous, discriminatory or otherwise unsuitable content (including without limitation violent, obscene, derogatory or pornographic material, or content which would be unlawful in any target country).
3.5 Valid traffic and good faith
3.5.1 You shall generate only traffic that is bona fide, organic and consistent with the spirit of this Agreement. Without limitation, you shall not generate, facilitate or benefit from traffic which is, or which the Company in its sole discretion considers to be, any of the following:
(a) self-generated traffic, including registrations by you, your employees, family members, close associates or any third party acting on your behalf;
(b) Incentivized Traffic, except where the Company has expressly approved the incentive arrangement in writing in advance;
(c) bot traffic, scripted traffic, click-farm traffic, iframe traffic, pop-under traffic, or otherwise automated or non-human traffic;
(d) traffic acquired through arbitrage, misleading advertising, brand-bidding, typo-squatting, cybersquatting or any form of passing-off;
(e) traffic acquired in breach of any applicable advertising, consumer-protection, gambling or data-protection law;
(f) traffic acquired by means of adware, spyware, cookie-stuffing, forced clicks, or any other technique designed to falsify attribution;
(g) traffic acquired from the Restricted Jurisdictions set out in Clause 3.13; or
(h) traffic which does not reflect genuine player engagement or which, in the Company’s sole discretion, is of poor quality, motivated, mass-registered, or inconsistent with the Company’s commercial objectives.
3.5.2 Any traffic falling within Clause 3.5.1 (whether or not notified by you or later discovered by the Company) shall be deemed fraudulent for the purposes of this Agreement, shall not generate Commission, and the Company shall be entitled to exercise any or all of its remedies in Clauses 6 and 8.
3.5.3 You shall notify the Company immediately of any reasonable suspicion that any New Customer referred by you is associated with bonus abuse, money laundering, fraud, or other abuse of the Company Websites.
3.6 Unsuitable websites
3.6.1 You shall not use any Affiliate Link or place any digital advertising featuring the Company’s Intellectual Property Rights on any unsuitable website. Unsuitable websites include, but are not limited to, websites that: are aimed at or accessible to children; display illegal pornography or other illegal sexual content; promote violence, terrorism or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; promote illegal activities; infringe third-party intellectual property rights; or breach any relevant advertising regulation or code of practice in any relevant territory.
3.7 Affiliate Links
3.7.1 Affiliate Links shall be displayed at least as prominently as any other sales link on the Affiliate Website(s). You shall only use Affiliate Links provided by the Company within the scope of the Affiliate Programme.
3.7.2 You shall not mask, cloak, redirect through intermediary URLs, shorten via misleading shortening services, or otherwise obscure the source of the traffic sent to the Company Websites. All Affiliate Links shall be used in a form that permits the Company to verify the traffic source.
3.8 Email and SMS marketing
3.8.1 If you send any email or SMS communication to individuals which (i) includes any of the Company’s Intellectual Property Rights or (ii) is intended to promote the Company Websites, you must first obtain the Company’s written permission.
3.8.2 If such permission is granted, you must ensure that you have each and every recipient’s explicit, current and verifiable consent to receive marketing communications in the form being used (email or SMS), and that each recipient has not opted out. You shall store evidence of each such consent and produce it on demand. You shall make clear to each recipient that the communication is sent by you and not by the Company.
3.9 Use of Company Intellectual Property Rights
3.9.1 Any use of the Company’s Intellectual Property Rights must comply with any brand guidelines issued to you and is subject to the prior written approval of the Company.
3.9.2 You shall not register any domain name, search term, hashtag, handle, app-store identifier, social-media username or other identifier that is identical or confusingly similar to any of the Company’s trademarks, brand names or product names, or that otherwise includes any of the Company’s Intellectual Property Rights.
3.10 Approved creative
3.10.1 You shall not use any advertising layout or creative (including banners, images, logos, videos or audio) incorporating the Company’s Intellectual Property Rights unless the creative was provided to you by the Company or was approved by the Company in writing in advance. You shall not modify the appearance of any creative provided or approved.
3.10.2 It is your responsibility to obtain written approval from the Company in time for the launch of any advertising campaign and to produce evidence of such approval on demand.
3.11 Loyalty programs
3.11.1 You shall not offer any cashback, value-back, rebate, rakeback or similar program to New Customers or prospective customers, other than programs expressly operated on the Company Websites by the Company.
3.12 Responsible gaming
3.12.1 The Company is committed to responsible gaming and the prevention of gambling-related harm. You shall cooperate with the Company to convey a responsible gaming message. You shall not use any material that targets, or may reasonably be considered to target, persons under the age of eighteen (18) or under the legal gambling age in their jurisdiction (whichever is higher).
3.12.2 All of the Affiliate Website(s) and all marketing communications shall include clear responsible-gaming messaging and, where applicable, age verification warnings and links to recognised responsible-gaming resources.
3.13 Restricted Jurisdictions
3.13.1 You shall not target, and shall not permit any Sub-Affiliate to target, any of the following Restricted Jurisdictions: the United States of America (including all states and territories), the United Kingdom, the Netherlands (including all territories and including any .nl domain, Dutch-language content, promotion to Dutch residents, or acceptance of payments to or from Dutch bank or payment accounts), France (including all territories), Spain, Sweden, Gibraltar, Curaçao, and any other jurisdiction from time to time notified by the Company or in which the Company determines, in its sole discretion, that promotion would create a regulatory risk.
3.13.2 You shall implement reasonable geo-blocking, language-targeting and other measures to ensure that the Affiliate Website(s) and your marketing communications are not directed at residents of the Restricted Jurisdictions. Breach of this Clause 3.13 is a material breach of this Agreement and entitles the Company to exercise any or all of its remedies in Clause 6 immediately and without notice.
3.13.3 The Company may add or remove jurisdictions from the Restricted Jurisdictions list at its sole discretion by written notice (including by email or by posting an update on the Affiliate Programme site).
3.14 Brand-bidding and paid search restrictions
3.14.1 You shall not, and shall procure that no Sub-Affiliate or third party acting on your behalf shall, bid on, purchase or register any keyword, search term, domain, subdomain, hashtag or identifier that is identical or confusingly similar to any of the Company’s Intellectual Property Rights (including any misspelling or variation) in any paid search, display, social, video or app-store advertising service (including without limitation Google Ads, Microsoft Advertising, Meta, TikTok, YouTube, X, or any equivalent).
3.14.2 You shall not direct-link any paid traffic to the Company Websites, and you shall not use any URL that masks or substitutes for your own identifier. You shall not impersonate, pass off, or suggest an official association with the Company beyond that expressly set out in this Agreement.
3.14.3 Breach of this Clause 3.14 is a material breach of this Agreement and entitles the Company to exercise any or all of its remedies in Clause 6 immediately and without notice. You shall indemnify the Company against any and all losses, costs and expenses (including reasonable legal fees) arising from or in connection with such breach.
3.15 Data protection
3.15.1 You shall at all times comply with the GDPR and any other data-protection law, regulation or guidance applicable to you, including all applicable legislation and regulation relating to cookies, electronic communications, and the use of personal data for marketing purposes.
3.15.2 You shall act as a separate and independent controller of any Personal Data you process in connection with the Affiliate Programme, except where the Company expressly designates you as a processor in writing. You shall maintain appropriate records, consents and technical and organisational measures as required by the GDPR.
3.15.3 You shall indemnify the Company against any and all losses, costs, expenses, fines and penalties arising from or in connection with your breach of any data-protection law or regulation.
3.16 Costs and expenses
3.16.1 You shall be solely responsible for all risks, costs and expenses incurred by you in meeting your obligations under this Agreement.
3.17 Monitoring and information
3.17.1 You shall provide to the Company promptly on request all information, records, data, creatives, invoices, contracts and other materials that the Company may reasonably require to monitor your activity under the Affiliate Programme or to verify compliance with this Agreement.
3.18 Commissions paid incorrectly
3.18.1 You shall return, immediately on demand by the Company, all Commission received based on New Customers referred in breach of this Agreement or relating to fraudulent, Incentivized, reversed or otherwise non-qualifying transactions. The Company’s right to reclaim such Commission survives payment and termination of this Agreement.
4. AFFILIATE RIGHTS
4.1 Right to direct New Customers
4.1.1 Subject to this Agreement, the Company grants you a non-exclusive, non-assignable right, during the term of this Agreement, to direct New Customers to the Company Websites. You shall have no claim to Commission or other compensation in respect of business secured by persons or entities other than you.
4.2 Licence to use Company Intellectual Property Rights
4.2.1 Subject to this Agreement, the Company grants you a non-exclusive, non-transferable, revocable licence, during the term of this Agreement, to use the Company’s Intellectual Property Rights as the Company may from time to time approve, solely in connection with the display of promotional materials on the Affiliate Website(s) or in other locations expressly approved in writing by the Company. This licence cannot be sub-licensed, assigned or otherwise transferred by you.
4.3 No access to player personal data
4.3.1 The Affiliate shall not have access to, and shall not seek to obtain access to, any Personal Data of customers of the Company Websites.
5. COMPANY OBLIGATIONS
5.1 The Company shall use reasonable efforts to provide you with the materials and information reasonably required to implement Affiliate Links.
5.2 The Company will, at its sole discretion, register New Customers directed to the Company Websites by you and track their transactions in accordance with Clause 7.15. The Company reserves the right to refuse to accept any customer, or to close any customer account, as required to comply with applicable law, its licence obligations or internal compliance policy.
5.3 The Company shall make available monitoring tools enabling you to monitor the Affiliate Account and the Commission accrued. The Company’s records shall be authoritative in accordance with Clause 7.15.
5.4 The Company shall process Personal Data of the Affiliate (including, as applicable, of Affiliate employees) for the purposes of administering the Affiliate Programme, complying with anti-money-laundering and know-your-customer requirements, and managing the Company’s business relationship with the Affiliate, in accordance with the Company’s privacy policy.
5.5 Subject to your strict adherence to this Agreement, the Company shall pay Commission in accordance with Clauses 7 and 8.
6. COMPANY RIGHTS AND REMEDIES
6.1 In the event of your breach (or, where relevant, suspected breach) of this Agreement, your negligence, or your failure to meet your obligations hereunder, the Company shall have the following remedies, each of which is cumulative and non-exclusive:
(a) the right to suspend your participation in the Affiliate Programme for the period required to investigate any activity that may be in breach of this Agreement, during which payment of Commission shall also be suspended;
(b) the right to withhold any Commission or other payment arising from or relating to any specific campaign, traffic, content or activity that is, or is suspected of being, in breach of your obligations under this Agreement;
(c) the right to withhold from Commission any amount that the Company considers reasonable to cover any indemnity given by you under this Agreement or any liability of the Company arising from your breach;
(d) the right to terminate this Agreement immediately;
(e) the right to retain any monies held in the Affiliate Wallet where they are not withdrawn within three (3) months of termination of this Agreement in accordance with Clause 11.1;
(f) the right to reclassify, at any time, any CPA, Hybrid or other Commission to Revenue Share (including at zero per cent (0%)) where traffic is determined to be fraudulent, Incentivized, of poor quality or otherwise in breach of this Agreement;
(g) the right to offset any overpaid or reclaimed Commission against any current or future Commission payable under this Agreement or under any other agreement between the Parties (or any member of the Affiliate’s group);
(h) the right to extend any hold on Commission by up to one hundred and eighty (180) calendar days where the Company is conducting a fraud, AML, KYC or regulatory review;
(i) the right to claw back any Commission previously paid in respect of traffic subsequently determined to be fraudulent, Incentivized, of poor quality or in breach of this Agreement, and the Affiliate shall repay any such amount within seven (7) calendar days of demand;
(j) the right to forfeit any unpaid Commission and any balance in the Affiliate Wallet where the Company terminates this Agreement for cause.
6.2 The Company shall not be required to disclose, in support of the exercise of any remedy under this Clause 6 or elsewhere in this Agreement, any detail of its anti-fraud detection systems, the data signals, models or thresholds that led to its determination, or any evidence underlying such determination. The Company’s determination shall be final and binding on the Affiliate. This Clause 6.2 shall be read together with Clause 8.12 (Non-Disclosure of Detection Methods).
6.3 The rights and remedies set out in this Clause 6 are in addition to, and not in lieu of, any other rights or remedies available to the Company at law or in equity. The failure or delay of the Company to exercise any right or remedy shall not operate as a waiver thereof.
7. COMMISSION AND PAYMENT
7.1 Subject to your adherence to this Agreement, you will earn Commission in accordance with the applicable Commission Structure. The Company retains the right to change the Commission percentage, basis and method of calculation in accordance with this Agreement.
7.2 Commission is calculated at the end of each calendar month and, subject to the other provisions of this Clause 7 and Clause 8, shall be made available for withdrawal no later than the twentieth (20th) day of the following calendar month.
7.3 Commission shall be paid through the Affiliate Wallet in accordance with the payment methods made available by the Company from time to time.
7.4 The minimum amount that may be withdrawn from the Affiliate Wallet at one time is EUR 100 (one hundred euro), or EUR 500 (five hundred euro) for bank transfer. Where the balance of the Affiliate Wallet is below the applicable minimum, the balance will be rolled forward to the following calendar month.
7.5 Commission is calculated and paid exclusive of value added tax (VAT), withholding tax or any other applicable tax. You shall be solely responsible for paying any and all taxes, levies, charges and other amounts payable to any tax authority as a result of the compensation you receive under this Agreement.
7.6 Where the Company identifies an error in the calculation of Commission, the Company may correct the calculation at any time and shall pay out any underpayment or reclaim any overpayment.
7.7 Your acceptance of any Commission payment shall constitute full and final settlement of the balance due for the relevant period, unless you notify the Company in writing within fourteen (14) calendar days of the payment, clearly stating the reasons for any disagreement. Failure to notify within this period shall be an irrevocable acknowledgment of the balance due.
7.8 Payment of Commission is conditional upon (i) you having completed the Company’s KYC and AML verification procedures to the Company’s satisfaction, and (ii) the Company having received satisfactory documentary evidence of your identity, address, source of funds and (where applicable) beneficial ownership. The Company may suspend payment indefinitely until such procedures are completed.
7.9 Commission is paid on cleared and non-refundable player funds only. Where a New Customer’s deposit is subsequently reversed, charged back, refunded, or adjusted on AML, fraud or regulatory grounds, the corresponding Commission shall be reclaimed in accordance with Clause 6.1.
7.10 All new Commission arrangements (including new Affiliates, new CPA or Hybrid deals, and renegotiated arrangements) are subject to Clause 8 (Test Period, Traffic Quality and Anti-Fraud). No CPA or Hybrid payment shall be due until the relevant Test Period has expired and the applicable KPIs have been assessed.
7.11 The Company may apply a negative carryover on an individual basis, including in respect of High-Roller New Customers and in cases where the Affiliate is in breach of this Agreement. A “High-Roller” means any New Customer who generates a negative NGR of at least EUR 10,000 in any calendar month. Negative NGR from a High-Roller shall be carried forward and offset against future positive NGR generated by the same High-Roller, and shall not be offset against other New Customers’ NGR.
7.12 Where (a) the Affiliate Wallet has held a balance below the minimum withdrawal threshold for twelve (12) consecutive calendar months; (b) the Affiliate has not logged into the Affiliate Account for twelve (12) consecutive calendar months; or (c) the Affiliate has not generated any qualifying traffic for twelve (12) consecutive calendar months, the Company may close the Affiliate Account on five (5) business days’ notice to the email address on file, and any balance in the Affiliate Wallet at the date of closure shall be forfeited to the Company.
7.13 Where the Company has accumulated on your Affiliate Wallet balance the amount of Commission payment for several previous months, the withdrawal of the entire amount in any single month may be limited. In such case, payments will be divided into fifty per cent (50%) of the accumulated balance per month, in addition to any currently available Commission for the current month.
7.14 In respect of Hybrid and CPA arrangements: (a) negative Revenue Share amounts shall be deducted from the CPA element of the Commission unless otherwise agreed in writing; (b) duplicate accounts and self-excluded players shall be deducted from the CPA element of the Commission; and (c) where a specific cap has been negotiated, Commission will be paid only in respect of the negotiated number of New Customers.
7.15 The Company’s tracking, reporting, anti-fraud and analytics systems are the sole and authoritative record of your activity and entitlement to Commission. In the event of any discrepancy between the Company’s records and any record maintained by you or any third party (including any third-party tracking system, analytics tool or attribution provider), the Company’s records shall prevail. You have no right to audit, inspect or obtain any information regarding the design, operation, outputs, data sources, thresholds or methodology of such systems, and you expressly waive any such right.
7.16 The attribution period for First-Time Deposits is twenty-eight (28) calendar days from the date of New Customer registration. A deposit made by a referred player after the expiry of the attribution period shall not generate Commission. The Company may, at its sole discretion, apply a longer attribution period in respect of specific channels (including, by way of example only, SEO or ASO traffic).
8. TEST PERIOD, TRAFFIC QUALITY AND ANTI-FRAUD
8.1 Application
8.1.1 Each of (a) an Affiliate’s first traffic following admission to the Affiliate Programme; (b) the first traffic under any new or renegotiated CPA, Hybrid or other Commission Structure; and (c) any other traffic designated by the Company, shall be subject to the test period and quality assessment set out in this Clause 8 (the “Test Period”).
8.2 Supplementary definitions
8.2.1 For the purposes of this Clause 8:
(a) “RD” means a unique re-depositing player, being a New Customer who has made at least two (2) qualifying deposits within the Test Period;
(b) “Wager-to-Deposit Ratio” means, for a given cohort of New Customers over a given period, the aggregate amount wagered by that cohort divided by the aggregate amount deposited by that cohort;
(c) “Post-Click Window” means twenty-eight (28) calendar days from the player’s registration to the first deposit.
8.3 Initial Hold
8.3.1 The Company shall place a hold of up to fourteen (14) calendar days (the “Initial Hold”) on all Commission earned during the Test Period, running from the date on which such Commission would otherwise first be payable. During the Initial Hold the Company conducts anti-fraud, KYC, AML and traffic-quality checks.
8.4 Extended Hold
8.4.1 Where, at the expiry of the Initial Hold, the applicable KPIs (Clauses 8.6 and 8.7) have not been satisfied, the Company may extend the hold by a further fourteen (14) calendar days (the “Extended Hold”) to permit further traffic to be assessed. The Company shall notify the Affiliate that an Extended Hold has been applied no later than the fourteenth (14th) day of the Initial Hold.
8.5 Post-Click Window
8.5.1 Only deposits made within the Post-Click Window shall be taken into account for the purposes of Commission and the KPIs in this Clause 8. Deposits made outside the Post-Click Window shall not generate Commission and shall not count towards any KPI.
8.6 KPIs Non-Incentivized Traffic
8.6.1 Test Period traffic that is not Incentivized Traffic shall be assessed against the following KPIs (the “Organic KPIs”):
(a) unique RDs shall represent at least thirty per cent (30%) of total depositing New Customers in the cohort; and
(b) the Wager-to-Deposit Ratio shall be at least three (3) to one.
8.7 KPIs Incentivized Traffic
8.7.1 Test Period traffic that is Incentivized Traffic shall be assessed against the following KPIs (the “Incentivized KPIs”):
(a) unique RDs shall represent at least thirty-five per cent (35%) of total depositing New Customers in the cohort; and
(b) the Wager-to-Deposit Ratio shall be at least four (4) to one.
8.7.2 Where the Affiliate has not disclosed that its traffic is Incentivized Traffic but the Company determines, in its sole discretion, that it is, the Incentivized KPIs shall apply and the Company reserves all further rights under Clause 6 and this Clause 8 in respect of such non-disclosure.
8.8 Outcome KPIs satisfied
8.8.1 Where at the end of the Test Period (including any Extended Hold, and in any event no later than twenty-eight (28) calendar days from the commencement of the Initial Hold) the applicable KPIs are satisfied and no fraud or other breach has been identified, Commission in respect of the Test Period traffic shall be paid on the applicable CPA or Hybrid terms and the Company may, at its sole discretion, offer the Affiliate terms for continued cooperation.
8.9 Outcome KPIs not satisfied
8.9.1 Where at the end of the Test Period the applicable KPIs are not satisfied, the Company may, at its sole discretion, reclassify all Test Period traffic to Revenue Share at fifty per cent (50%) of NGR. Such reclassification shall apply to all Test Period traffic (including any traffic for which Commission had been provisionally accrued on a CPA or Hybrid basis), and the Revenue Share so calculated shall be the sole and exclusive Commission payable in respect of such traffic, notwithstanding any prior communication, invoice or provisional accrual.
8.10 Extended Fraud Review
8.10.1 The Company’s analytics function may, at its sole discretion and at any time, apply or extend a hold of up to thirty (30) calendar days on any Commission pending a detailed anti-fraud review. Notification of any such hold shall be provided to the Affiliate no later than the fourteenth (14th) day following the start of the traffic under review. The Extended Fraud Review may run concurrently with, or in succession to, the Initial Hold and the Extended Hold.
8.11 Finality of determination
8.11.1 The Company’s determination of (i) whether any traffic is fraudulent, Incentivized, motivated, bot-generated, arbitrage-driven or otherwise of unacceptable quality; (ii) whether the Organic KPIs or Incentivized KPIs (as applicable) are satisfied; (iii) whether any deposit is within the Post-Click Window; and (iv) whether Commission is payable and on what basis, shall be final and binding on the Affiliate.
8.12 Non-disclosure of detection methods
8.12.1 The Company operates proprietary anti-fraud and traffic-quality detection systems. The outputs, methods, data sources, thresholds, scoring, signals and any other detail of such systems constitute Confidential Information of the Company. Notwithstanding any other provision of this Agreement, the Company shall not be required to disclose to the Affiliate, to any third party, to any regulator (save where compelled by applicable law), or to any court, tribunal or arbitrator (save where compelled by applicable law) any detail of such systems, the specific data or signals that contributed to a determination under this Clause 8, any evidence underlying such determination, or the identity of any staff member or vendor involved. The Affiliate expressly waives any right to demand or audit such information and acknowledges that the Company’s ability to protect such information is critical to the integrity of the Affiliate Programme.
8.13 Survival and no waiver
8.13.1 The satisfaction of any KPI, the expiry of any Test Period, the payment of any Commission and any statement, representation or conduct of the Company shall not prejudice or waive the Company’s right to identify fraud, non-compliance or quality issues subsequently in respect of previously-paid traffic and to exercise any of its rights under Clause 6 or this Clause 8 (including reclassification, offset and clawback).
9. STANDARD COMMISSION STRUCTURES
9.1 Unless otherwise agreed in writing, the standard Revenue Share tiers are based on the number of qualifying New Customers generated in a calendar month, in accordance with the following table:
| Qualifying New Customers per calendar month // | Revenue Share |
|---|---|
| 0 – 5 | 30% |
| 6 – 10 | 35% |
| 11 – 20 | 40% |
| 21 – 40 | 45% |
| 41 and above | 50% |
9.2 The standard Commission Structure is subject to No Negative Carryover unless otherwise specified. The Company reserves the right to apply negative carryover on an individual basis in accordance with Clause 7.11 and in respect of any Affiliate in breach of this Agreement.
9.3 Individual CPA and Hybrid structures are subject to separate written agreement and to Clauses 7 and 8 of this Agreement.
9.4 Tier assignment is made on the basis of qualifying New Customers only. Where New Customers are subsequently disqualified pursuant to Clauses 3.5, 6, 7 or 8, the Company shall re-tier the Affiliate retroactively and any overpaid Commission shall be reclaimed in accordance with Clause 6.1.
10. CONFIDENTIAL INFORMATION
10.1 During the term of this Agreement you may from time to time be entrusted with Confidential Information. You shall: (a) keep all Confidential Information strictly confidential; (b) use Confidential Information solely for the purposes of performing your obligations under this Agreement; (c) not disclose any Confidential Information to any third party without the Company’s prior written consent; and (d) apply at least the same standard of care to the protection of Confidential Information as you apply to your own confidential information of equivalent sensitivity (and in any case no less than a reasonable standard of care).
10.2 The obligations in this Clause 10 survive the termination of this Agreement for a period of five (5) years from the date of termination.
10.3 You shall not issue any press release, social-media post or similar public communication concerning your participation in the Affiliate Programme without the Company’s prior written consent, with the exact content to be approved by the Company.
11. TERM AND TERMINATION
11.1 Term
11.1.1 This Agreement begins on the date that the Company notifies you that your Affiliate Application has been approved, and continues until terminated by either Party. Either Party may terminate this Agreement for convenience on thirty (30) days’ written notice (by email to the addresses on file or by posting in the Affiliate Account).
11.1.2 The Company may terminate this Agreement immediately and without notice in accordance with Clause 6.1(d) for your breach, suspected breach, or negligence.
11.2 Affiliate actions upon termination
11.2.1 Upon termination, you shall immediately: (a) remove all Company banners, creatives and branded content from the Affiliate Website(s); (b) disable all Affiliate Links pointing to the Company Websites; (c) cease all use of the Company’s Intellectual Property Rights; and (d) return to the Company all Confidential Information and all copies in your possession or control.
11.2.2 All rights and licences granted to you under this Agreement shall terminate automatically on termination.
11.3 Commission upon termination
11.3.1 Where this Agreement is terminated by the Company for cause (including pursuant to Clause 6.1(d) or for your material breach), you forfeit any and all unpaid Commission, including Commission accrued but not yet paid, and any balance held in the Affiliate Wallet at the date of termination.
11.3.2 Where this Agreement is terminated for convenience by either Party, unpaid Commission accrued up to the date of termination shall be paid in the ordinary course, subject to the hold and KPI provisions of Clauses 6, 7 and 8, and subject further to Clause 6.1(e).
12. MISCELLANEOUS
12.1 Disclaimer
12.1.1 The Company makes no express or implied warranty or representation with respect to the Affiliate Programme, the Company Websites or the Commission payment arrangements (including without limitation any warranty of fitness, merchantability, legality or non-infringement). The Company makes no representation that the operation of the Company Websites or the affiliate portal will be uninterrupted or error-free and shall not be liable for the consequences of any interruption or error.
12.1.2 In the event of any discrepancy between the reports available in the Affiliate Account and the Company’s authoritative records, the Company’s records shall prevail in accordance with Clause 7.15.
12.2 Indemnity and limitation of liability
12.2.1 You shall indemnify and hold the Company, its directors, employees, representatives and affiliates harmless from and against any and all liabilities, losses, damages, costs and expenses (including reasonable legal fees) arising from or in connection with: (a) any breach by you of any provision of this Agreement; (b) the performance of your duties and obligations under this Agreement; (c) your negligence; or (d) any unauthorised use of the Company’s creatives, Affiliate Links or the Affiliate Programme.
12.2.2 The Company shall not be liable for any indirect, special, consequential or punitive damages, any loss of revenue, profits or data, or any loss of goodwill or reputation, arising in connection with this Agreement or the Affiliate Programme, even if the Company has been advised of the possibility of such damages.
12.2.3 The aggregate liability of the Company under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall not exceed the lower of (i) the total Commission paid by the Company to the Affiliate in the six (6) calendar months preceding the date on which the liability accrued and (ii) EUR 10,000 (ten thousand euro). Nothing in this Clause 12.2 shall limit liability for fraud or for death or personal injury caused by negligence.
12.3 Non-waiver
12.3.1 The failure or delay of the Company to enforce any provision of this Agreement shall not constitute a waiver of its right subsequently to enforce that or any other provision.
12.4 Relationship of the Parties
12.4.1 The Company and the Affiliate are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales-representative or employment relationship between them. You have no authority to make or accept any offer or representation on the Company’s behalf, and you shall not make any statement that contradicts this Agreement.
12.5 Force majeure
12.5.1 Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement arising from a cause beyond its reasonable control, including without limitation labour disputes, acts of God, acts of terrorism, floods, earthquakes, utility or communications failures, cyberattacks, or regulatory action. If such event persists for more than thirty (30) calendar days, either Party may terminate this Agreement on written notice with immediate effect.
12.6 Assignability
12.6.1 You may not assign this Agreement (in whole or in part) or any rights or obligations under it, by operation of law or otherwise, without the Company’s prior written consent. The Company may assign this Agreement and any rights or obligations under it to any member of its corporate group or to any purchaser of all or substantially all of the Company’s business, without your consent.
12.7 Severability
12.7.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable, that provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without affecting the remainder of the Agreement.
12.8 Entire agreement
12.8.1 This Agreement constitutes the entire agreement and understanding between the Parties in relation to its subject matter and supersedes any prior agreement, understanding or arrangement between them, whether oral or written. Nothing in this Clause 12.8 limits or excludes any liability for fraud or fraudulent misrepresentation.
12.9 English language
12.9.1 This Agreement is drafted in English. In the event of any conflict or discrepancy between the English version and any translation, the English version shall prevail.
12.10 Modification of terms
12.10.1 The Company may, at its sole discretion, modify this Agreement (including without limitation the Commission Structure, the KPIs, the Test Period, the list of Restricted Jurisdictions, and any definition) by written notice (including by email to the address on file or by posting an updated version in the affiliate portal). Modifications take effect on the date specified in the notice or, failing specification, on the fifth (5th) calendar day after the notice.
12.10.2 Your sole remedy in respect of any modification is to terminate this Agreement in accordance with Clause 11.1. Continued participation in the Affiliate Programme (including continued use of Affiliate Links, continued promotion of the Company Websites, or continued receipt of Commission) following the effective date of a modification constitutes your binding acceptance of the modification.
12.11 Governing law and jurisdiction
12.11.1 This Agreement shall be governed by and construed in accordance with the laws of Gibraltar. The Parties irrevocably submit to the exclusive jurisdiction of the courts of Gibraltar in respect of any claim, dispute or matter arising out of or in connection with this Agreement or its enforceability, save that the Company may bring proceedings in any jurisdiction in which the Affiliate is resident, incorporated or holds assets in order to enforce the Company’s rights under this Agreement.
12.12 Complaints
12.12.1 Where the Affiliate believes that the Company has acted in breach of this Agreement, the Affiliate shall first raise the matter in writing with the Company at legal@suavityl.com. If the matter is not resolved to the Affiliate’s satisfaction within thirty (30) calendar days, the Affiliate may pursue the dispute resolution procedure set out in Clause 12.11 (Governing Law and Jurisdiction).
12.13 Notices
12.13.1 Any notice given under this Agreement shall be in writing and shall be sent by email: (a) to the Company at legal@suavityl.com; and (b) to the Affiliate at the email address supplied on the Affiliate Application or such other email address notified in writing. Notices are deemed received on the next business day after sending, provided that no bounce-back or non-delivery notification is received.
