TERMS & CONDITIONSIn Athens, on the dates mentioned below, between:
(1) The Company under the name “EUROTRADE INTERNATIONAL LIMITED”, having its registered office in Malta (2nd floor, Lifestar Building, Testaferrata street, Tax’ Biex, XBX1403), with corporate number C 35134,, as herewith duly represented, by its Director Mr. Michael Bluemel, herein referred to as the “Company” and
(2) The Company under the name “XXXX”, having its registered office in XXX (XXX street), with Tax Registration Number XXX (Tax Authority of XXX), as herewith duly represented, by its XXX, Mr. XXX, herein referred to as the “Affiliate”.
The parties have mutually agreed and accepted the following:
1. The Company operates under mandate of the company under the name “Interwetten Gaming Limited”, having its registered office in Malta (2nd floor, Lifestar Building, Testaferrata street,Tax’ Biex, XBX1403), (herein referred to as “Interwetten”), on the basis of a contractual relationship between the two parties. Interwetten has as its scope, among others, the organization and conduct of games of chance bearing the distinctive “Interwetten” logo, which at the time of the signing of the present agreement, are lawfully provided in Greece by virtue of Type 1 License of Conduct of Online Games of Chance under number HGC-000018-LH and Type 2 License of Conduct of Online Games of Chance under number HGC-000019-LH (herein the “Licenses”) that have been granted by the “Hellenic Gaming Commission” (herein the “HGC”).
2. The Affiliate owns and manages websites and web applications and wishes to cooperate with the Company in order to attract players in Interwetten’s website under the domain name www.interwetten.gr.
SCOPE OF THE AGREEMENT
1.1 Under the present agreement, the Affiliate wishes to cooperate with the Company for the promotion of specific games through the placement of respective links in websites and web applications owned by the Affiliate as well as in websites and channels managed by the Affiliate in social media (herein the “Affiliate Points”), in order to attract players to Interwetten’s website www.interwetten.gr, to which the respective Licenses for the provision of games of chance services online have benn granted by the HGC.
1.2. More specifically the Affiliate Points in which the respective links and any other promotion of Interwetten or/and its services will be placed are mentioned in Annex I of the present agreement.
1.3. The Affiliate declares that he has received from the HGC the Affiliate Suitability License under number HGC-XXXXXX-AFF and is registered in the respective Affiliate Registry kept by the HGC.
DURATION OF THE AGREEMENT
This agreement commences from the date of the signature and shall end ten (10) years after.
3.1 The Company shall pay to the Affiliate the remuneration mentioned in Annex I of the present agreement. The exact method of calculation of such remuneration as well as its manner and time of payment shall be mentioned therein in accordance with HGC’s decision under number 509/1/11.09.2021 (Greek Government Gazette B4140/28-09-2020).
3.2. It is agreed that the Company shall pay to the Affiliate the aforementioned remuneration for five (5) years’ time from the respective Player’s first registration in the Company’s website, unless otherwise stipulated in Annex I of the present agreement.
TERMINATION OF THE AGREEMENT
4.1. Each contracting party has the right to terminate immediately the present agreement in case of a significant reason. The Company shall be entitled to terminate the present agreement at any time following a ten (10) days’ notice to the Affiliate. In the latter case (but not in case of termination for a significant reason) and given that the Company has terminated the agreement before four (4) cumulative years have passed since the establishment of a contractual relationship between the Company and the Affiliate (either with the present agreement or with an older agreement), the Company shall continue to pay remuneration from the attraction of new players from the Affiliate to the Company (if such remuneration is provided in Annex I) for a twelve (12) month period following the termination (unless the five (5) year time period per player has passed as provided in term 3.2 above )
4.2. In case the Affiliate’s Suitability License is revoked by the HGC, the Company is entitled to terminate immediately and extraordinarily and to cease any action relating to the present agreement. In such case, the Affiliate, shall inform immediately and in writing the Company.
4.3. In case Interwetten’s Licenses are revoked or expire without being renewed or the right to provide online games of chance services in Greece is lost and limited for any reason and this results to the illegal provision of such services or in case the advertising of Interwetten’s services is not legal or is limited, then the Company and the Affiliate shall be entitled to terminate the present agreement exceptionally and without any damage for both parties.
4.4. In case of termination of the present agreement for any reason and in any way, the contracting parties undertake the responsibility and mutually promise to return to the other party any confidential document or information that is in their possession due to the present agreement. The Affiliate shall be entitled and will be obliged as well to remove from the Affiliate Points any reference, trademark and promotion in general or simple reference of the Company.
RIGHTS AND RESPONSIBILITIES OF THE CONTRACTING PARTIES
5.1. The Affiliate undertakes the obligation to provide the Company with any data and information that may be requested in order for the Company to be able to monitor the Affiliate Points in order to ensure that the Affiliate complies with the terms of the present agreement and with the provisions in force concerning the lawful organization and conduct of games.
5.2. The Company shall provide the Affiliate with the relevant promotional material, which will be placed in the Affiliate Points and reserves the right to change or limit the promotional material at any time or to provide the Affiliate with new promotional material. The Affiliate is not entitled to make changes in the promotional material or use it in any other way apart from the scopes mentioned in the present agreement with the Company’s prior written consent. Furthermore, the Company bear any implementation costs required for the creation of the promotional material whereas the Affiliate shall exclusively bear any costs relating to the placement of the promotional material in the Affiliate Points.
5.3. The Affiliate undertakes the obligation not to place links in the Affiliate Points, which address to person under 21 years old or not try to attract by any other means, direct or indirect, persons of the aforementioned age category in services relating to games of chance.
5.4. The Affiliate undertakes the obligation to ensure that each promotional action and commercial announcement complies with the provisions of Commercial Communication of Law 4002/2011, of the Gaming Regulation as well as the Minister of Finance decision for the for the establishment of a Gaming Regulation for the Commercial Communication of Games of Chance under number 79292ΕΞ 2020. Furthermore, the Affiliate is responsible for the operation, management and the proper placement of the promotional material in the Affiliate Points and undertakes the obligation to comply with any Company’s suggestions relating to the promotional material displayed in the Affiliate Points.
5.5. In case of change, transfer, amendment or cease of the Affiliate Points, as mentioned in article 1.2 of the present agreement, the Affiliate shall immediately inform the Company for such changes.
5.6. The Affiliate undertakes the obligation to immediately inform the Company in case of revocation of the above (under 1.3) Affiliate Suitability License by the HGC or in case of change of the data and documentation on the basis of which the Affiliate Suitability License was granted.
5.7. Both contracting parties shall ensure that the links and all promotional material that is related or used for Interwetten’s promotion and generally for the execution of the present agreement are not contrary or violate the current legislation in force or previous intellectual property rights of third partied and are not offensive for the Company’s reputation or promote discriminations of any kind such as sexual, gender, religious, nationality etc.
5.8. The Affiliate shall not be granted any kind of right of possession or permission to use the trademarks, corporate names, logos or projects of Interwetten and/or the Company. The Company gives the right to the Affiliate to use Interwetten’s trademarks, corporate names, logos or projects for the scopes of their cooperation in the context of the present agreement.
5.9. The Company undertakes the obligation to provide and apply adequate and effective procedures in order, during the Affiliate’s provision of services, not to endanger the lawful organization and conduct of games, the public health and security and to ensure that the Principles of Responsible Gaming are followed. Furthermore, the Company shall apply adequate and effective procedures in order to ensure compliance with the requirements of suitability of the Affiliate in accordance with HGC’s decision under number 509/11/11-09-2021 (Greek Government Gazette B’ 4140/28-09-2020) and notify the HGC about any change in the data and supporting documents on the basis of which the Suitability License was granted, as soon as they comes to the Company’s knowledge by the Affiliate.
5.10. The Affiliate is subject to the provisions of the General Regulation for the Protection of Personal Data (GDPR), of Law 4624/2019 (Greek Government Gazette A’ 137) and of Law 2472/1997 (Greek Government Gazette A '50) and must take the appropriate precautionary measures so as the players cannot possibly be identified by technical or other means that can reasonably be used by third parties. In case of illegal behavior of the Affiliate according to the above, any damage of any nature is caused to the Company, such as imposition of fines, claims of affected third parties etc, the Affiliate shall be considered as the sole responsible and the Company may claim from the Affiliate the full restitution of the damage caused as well as financial satisfaction for the damage of its corporate fame and reputation. The obligations deriving from the present term shall apply after the expiry or termination of the present agreement.
5.12. The Affiliate is prohibited to conduct commercial communication actions directly with the players or the public (through newsletters, rss feeds or respective mechanisms). Moreover, the Affiliate will not send commercial communication material to players that are under temporary abstention, temporary or indefinite ban, as he will be respectively informed by the Company.
5.13. In case the Affiliate uses social networks for the promotion of the Company and/or its services, he shall utilize the tools to limit access based on age so as to ensure that the visitors are over 21 years old, irrespective of whether such application concerns the announcements on the webpages the Affiliate maintains, in ad campaigns or announcements made through webpages, groups or blogs of other persons with who the Affiliate collaborates on such networks.
5.14. The Affiliate declares that he shall not display Interwetten in Affiliate Points that are not covered by the above (under 1.3) Affiliate Suitability License.
5.15. The Affiliate declares that he shall not display advertise or promote by any means in the Affiliate Points online games conducted with the use of random number generator (RNG), as they are defined in case kb’ of article 25 of law 4002/2011 as in force.
RESULTS OF EXPIRATION/TERMINATION OF THE CONTRACTUAL RELATIONSHIP
6.1. After the expiration or termination of this present agreement in any way, each contracting party shall: (a) immediately stop acting as cooperator of the other contracting party (b) stop the use of any trademarks, trade names, distinctive features and corporate names of the other contracting party, unless otherwise agreed in writing between the parties, (c) to immediately remove from all the Affiliate Points the links related to the Company’s activity and any other content that belongs or was granted by the Company to the Affiliate.
6.2. After termination of the present agreement, it is explicitly agreed that the Affiliate is not entitled to any remuneration from income that arose from players that registered in the Company’s website after the termination of the present agreement.
7.1. The Contracting Parties are obliged to maintain strict confidentiality with respect to the terms of this agreement and all the information or data relating to the business activity of the other contracting party that has been notified or acquired by the other contracting party in respect of the execution of this agreement.
7.2. The Contracting Parties have the right to announce and publicly display their cooperation but they shall not, in any case, inform the public or any third party about the financial terms of this present agreement. Any obligations to notify the present agreement to any public, judicial authorities or regulatory authorities such as the HGC are exempted from the confidentiality requirements of this Article.
GOVERNING LAW - NOTIFICATIONS
8.1. The Greek Law is the governing law of this agreement. For any dispute between the contracting parties relating to the interpretation and validity of the terms of the present agreement as well as for any dispute arising from the execution of this present agreement the courts of Athens are exclusively competent for the resolution of any dispute thereof.
8.2. Any notification, requests or approvals according to the terms of this agreement shall be sent, via registered mail or e-mail, as follows: (a) For the Company: Marios.Lefkaritis@interwetten.gr
(b) For the Affiliate: XXX
8.3. Any contracting party is entitled to change the aforementioned data for the purposes of this agreement, with a written notice to the other contracting party.
9.1. The contracting parties acknowledge that the relation between them arising from this agreement is strictly professional and personal and thus they are not allowed to grant and/ or in any way assign this present agreement or the rights and obligations deriving from this present agreement to any third party, except from the cases described in this agreement.
9.2. The Company and the Affiliate act in the present agreement as independent parties and no term of this agreement shall lead to the conclusion that there is any kind of cooperation that allows any contracting party to control the other contracting party’s business activities or in any case make the parties partners or participants in a joint venture or any relationship of paid employment.
9.3. Any delay or omission on behalf of a contracting party concerning the exercise of any right arising from this agreement shall not be considered as a waive of this right, unless it is specifically defined in the present agreement.
9.4. In case that, any term or terms of this present agreement may be considered null and void, it is agreed that the validity of the remaining terms shall not be affected.
9.5. This present agreement annuls all previous agreements and written or oral negotiations between the parties and constitutes the final and exclusive agreement between the parties. Any amendment of this present agreement shall be made only in writing.
9.6. The contraction parties, its representatives and employees shall always act in accordance with the principles of good faith and business ethics, aiming in the promotion of the parties’ business interests and the proper execution of the present agreement.
9.7 Neither of the contracting parties may be deemed to have failed to fulfill its obligations hereunder if the fulfillment of all or part of the obligations is delayed or prevented by a "force majeure" event. The contracting party that invokes the existence of such event bears the burden of proof. The term 'force majeure' shall mean an external, unforeseen and unavoidable event in the legal and conceptual interpretation of the term, which renders it completely impossible to fulfill an obligation. Furthermore, any
9.8. Any amendment or supplement to this agreement as well as all requests, declarations, approvals etc of the contracting parties concerning the contractual relationship shall only be made in writing, expressly excluding any verbal or tacit amendment.Furthermore, any agreement that annuls the obligation for a written formality of the declarations, requests, approvals etc shall be made in writing.
9.9 The Affiliate declares that he totally, absolutely and unconditionally accepts the provisions of current legislation, the Gaming Regulation and H.G.C’s Directives for the Organization and Conduct of Games. In case, due to violations of the said provisions and of illegal behavior of the Affiliate according to the above, any damage of any nature is caused to the Company, such as imposition of fines, claims of affected third parties etc, the Affiliate shall be considered as the sole responsible and the Company may claim from the Affiliate the full restitution of the damage caused as well as financial satisfaction for the damage of its corporate fame and reputation.
In witness thereof, the present agreement was signed and executed by the parties, in writing, in two (2) copies, so that each of the contracting parties may receive one (1).