Terms & conditions

This affiliate agreement (the “Agreement”) sets out the complete terms and conditions between Portrush Ltd, whose principal place of business is based at Abacus Business Centre, Level 1, Dun Karm Street, B´Kara Bypass, Birkirkara BKR 9037 MALTA (together, or individually as the context requires, “Codetaff”), and you, regarding your application to participate as an affiliate (an “Affiliate”) in the Codetaff Affiliate Program (the “Affiliate Program”).

By completing an application to join www.Codetaff.com, you are agreeing to the Terms and Conditions set out herein. It is important that you read and understand this Agreement.  If you do not agree to the following terms and conditions, you should discontinue your application.

Definitions

“Affiliate ID” is the 6-digit code assigned to you once you sign up to the Codetaff Affiliate Program. This is unique to you in our system;

Affiliate Payment” means any Payments paid to you or due to you based on the calculation set out in point 4;

“Affiliate Program” means the program which allows you to promote our casino www.Codeta.com to players in return for a remuneration package as detailed under “Commission Plan”;

“Application” means your application to join our Affiliate Program via www.Codetaff.com;

“Banners and Text Links” are the graphical banners, landing pages, HTML emails or text that you use on your site which refers players from your site to our online casino Codeta;

“Business Day” means any day (excluding Saturdays and Sundays) which is not an official public holiday;

“Code” means the unique code that may be used by your customers when registering for an account with Codeta which is made available to you via the Codetaff site;

“Codeta” is our online casino www.Codeta.com;

“Codetaff” means the website at http://www.Codetaff.com and its advertised program;

“Commencement Date” means the date on which Codetaff confirms that your application to join the Affiliate Program has been accepted;

“Commission Plan” means any remuneration package offered by Codetaff either as standard, as set out in our commission plan schedule, or as custom. This can include Revenue Share, Hybrid Payments, CPA and/or fixed Payments;

Customers refers to a user who originates from your unique link via your website, email newsletter or other method approved by us;

“Excluded Player” is an individual player who has won more than 5,000 EURO. These players will be placed in quarantine until their account is back in a positive net gaming revenue. We will enforce negative carry-over on affected player/s where we place them in quarantine until they become positive. Progressive wins do not fall into this category as this pay-out is taken from a progressive funds pool;

“Immediate Family or Friends” means your spouse, partner, parent, child, sibling or friend;

“Internet Site” means your website or other marketing source provided to Codetaff in your Application or subsequently changed from time to time and notified to Codetaff via the Affiliate Program Site;

“IPR” is the Intellectual Protection Rights. This includes all patents, trademarks, rights in designs, business or domain names, e-mail address names, copyright including rights in computer software (in both source and object code) and rights in databases (in each case whether registered or not and any applications to register and rights to apply for registration of any of the foregoing), rights in inventions and web-formatting scripts (including HTML and XML scripts), know-how, trade secrets and other intellectual property rights which may now or in the future exist in any part of the world including all rights of reversion and the right to sue for and recover damages for past infringements;

“Links” means hypertext links (either a banner or text link) downloaded from the Affiliate Program Site which links to the web page www.Codeta.com or any other site owned or controlled by Codetaff;

“Net Casino Winnings” means total winnings from Customers (stakes received less winnings paid out) made by the casino product, accessible via the www.Codeta.com website, less any payments to third party software providers, the cost of any promotional offers (including any bonuses), any jackpot contributions, adjustments made for any credit card charge-backs or any other reversal of a payment, fraudulent or otherwise voided or modified transactions, bad debt, and liability to any betting duty or licensing fees for data or other duty, VAT, tax or expense that may arise;

“Parties” means both the Affiliate Program and Affiliate in this Agreement;

“Registration” means all persons who open an account with www.Codeta.com for the first time either using a Code or who arrive at www.Codeta.com by clicking on the Links on the Internet Site;

“Revenue Share” means the revenue share payments described in Clause 4.3;

“Sub Affiliates” This is not offered as standard. Please contact Codetaff team on affiliates@codetaff.com to discuss if this is something which affects you.

  1. Outline of Terms and Conditions

1.2   In this Agreement (except where the context requires otherwise)

(a)   clause headings are included for convenience only and shall not affect the interpretation of this Agreement;

(b)   any phrase introduced by the terms include any similar expression which shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

(c)   the singular includes the plural and vice versa;

(d)   reference to a statutory provision is a reference to all orders, regulations, instruments or other subordinate legislation made under the relevant statute.

  1. Marketing & Advertising

2.1   In consideration of you making the Links available on the Internet Site, HTML mailers, social media, via offline codes or any other marketing opportunities you discuss and agree with the Codetaff Affiliate Team and subject to the terms and conditions of this Agreement, Codetaff will grant you a non-exclusive, non-transferable, terminable licence to use the Links as detailed above solely for the purpose of the promotion of www.Codeta.com and in accordance with such other limitations and restrictions as set out in this Agreement.

2.2   It is a condition of this Agreement that you will not do any of the following:

(a)   display the Links in any other way as agreed with the Codetaff Affiliate Team or as shown in your Affiliate Account;

(b)   do anything that would cause Codetaff to believe that a Customer has clicked through the Links to register for an account when that is not the case, sometimes known as ‘cookie stuffing’;

(c)   use the Links or Code in a way which proves or is likely to prove detrimental to Codeta.

2.3   Your Immediate Family and / or Friends may not become Customers and you shall not be entitled to any payment under this Agreement in relation to such persons.

  1. Warranty

3.1   You warrant and undertake that:

(a)   you have full authority to enter into this Agreement and provide any other documents required which may be associated with this Agreement;

(b)   you will at all times conduct yourself with due care and diligence, including good industry practice, and in accordance with your own procedures and all applicable laws, enactments, orders and regulations;

(c)   you will comply with Codetaff’s security guidelines and requirements as may be issued by Codetaff from time to time whether in writing or otherwise;

(d)   all information you provided in your Application is correct and that you will notify Codetaff promptly of any changes;

(e)   your login and password for the Affiliate Program Site will remain confidential and you will not allow anyone else to use your login and password details to access Codetaff;

(f)   your Links will not be placed online or offline, which may be aimed at people under 18 years of age;

(g)   you will not directly or indirectly offer any potential Customer any incentive (including payment of money or other benefit) to use the Links or Code;

(h)   you have obtained and will maintain all necessary registrations, authorisations, consents and licences to enable you to fulfil your obligations under this Agreement and that you fully comply with all applicable laws and regulations including any advertising codes;

(i)   the Internet Site, or any other ways of marketing you will promote Codeta does not contain any material which is defamatory, violent, pornographic, unlawful, threatening, obscene or racially, ethnically, or otherwise discriminating. Nor does it breach of any third party rights;

(j)   you will not seek to challenge the validity of IPR (as detailed in definitions) belonging to Codeta;

(k)   you will use all reasonable endeavours to display the Links and Code on your Internet Site without interruption for the duration of this Agreement;

(l)   you will ensure that all communications originating from you, relating to the promotion of Codeta, is made clear that such communications are sent by and on behalf of you (and not from or on behalf of Codeta);

(m)   you will not edit, alter or amend any marketing, promotional and/or creative materials which have been produced by or on behalf of Codeta. If you require any custom creatives, please contact us on affiliates@codetaff.com;

(n)   you will not encourage or assist any Customers to breach any terms and conditions set out when opening an account with Codeta, nor to engage in behaviour which breaches the terms and conditions, or abuses the spirit of a promotion, competition, tournament or offer operated by Codeta;

(o)   you will ­not register any domain names or keywords, search terms or other identifiers for user in any search engine, portal, sponsored advertising service or other search or referral service that incorporate terms which are identical or similar to ‘Codeta’ or any other trademarks owned by Codeta.

3.2   You understand Codetaff may monitor the Internet Site to ensure you are complying with the terms of this Agreement and you will provide Codetaff with all data and information – including passwords – to enable Codetaff to perform such monitoring at no cost to Codetaff

  1. Compensation

4.1   In consideration of the display and usage of the Links for introducing Customers to Codeta you will be entitled to payment on the following terms.

4.2   You will be able to select your initial preferred payment option (“Affiliate Payment”) upon approval into the Affiliate Program. The chosen option will be confirmed by Codetaff once Codetaff accepts your Application. Payment options are Bank Wire or Skill.

4.3   Subject to these terms, if you select a Revenue Share, Codetaff will pay you in respect of each Customer the selected percentages of Net Casino Winnings for the lifetime of that customer at Codeta, based on the definition above.

4.4   If you are on a hybrid, CPA or other type of commission deal, details to be discussed on a case by case basis.

4.5   You may request to change your Commission plan via the Affiliate Program Site no more than once every calendar month.  Codetaff may accept or reject any such request at its discretion.  If your request is accepted, the new Commission plan will come into effect on the 1st of the following calendar month and will only apply to Customers introduced after that date, unless otherwise specified.

4.6   Codetaff may withdraw a Commission plan at any time by giving written notice to you.  You may then be required to select another Commission plan via the Affiliate Program Site, or another one plan will be appointed to you. The details of which customers this will apply to (new and / or existing) will be discussed on a case by case basis.

4.7 You will be able to review reports showing the number of Customers introduced by you, as well as any current Affiliate Payments, if any, which have accrued over the course of the calendar month, using the Affiliate Program Site.  The report on the current calendar month is updated daily, however will be subject to change at the end of the month based on final calculations.

  1. 8   The reports will be updated daily, but are subject to all the data transfers from different parties being delivered on time. If the data is delayed by more than 3 days, Codetaff will update you on the situation via the email address registered in your Affiliate Program Account.

4.9   Provided that you have reached the threshold, Codetaff will, at the end of a calendar month, inform you of the amount of the Affiliate Payments, if any, for the preceding calendar month (the “Amount Due”).

4.10   In the event that the Amount Due for a calendar month is a negative amount, Codetaff will not carry forward or offset such negative amount against Amounts Due for future months which would otherwise be payable to you.  If the Amount Due for a particular calendar month does not exceed 50 EUR­­ for Skrill or 100 EUR for bank wire, Codetaff will carry forward the amount to the end of the next calendar month in which the Amount Due (including any sums carried forward in this way) exceeds the pay-out levels at which time payment shall be made in accordance with clause 4.11.

4.11   All payments made to you by Codetaff under this Agreement:

(a) are deemed inclusive of any VAT or other tax payable. i.e.

(i)   in the event that you are registered for VAT or any equivalent tax in the jurisdiction in which you are based, you will be paid within 15 days of either Codetaff issuing you an invoice for the amount due or they are in receipt of your invoice for the amount due; or
(ii)   if you are not registered for VAT or any equivalent tax in the jurisdiction in which you are based, be paid within 15 days of the end of such calendar month.

(b)   will be paid in Euros;

4.12   In the event that a Customer:

(a)   referred by you is in breach of any term of this Agreement;
(b)   makes an initial deposit which is subject to a chargeback or which is reversed for any other reason;
(c)   is a member of your Immediate Family or a Friend when signing up for an account;
(d)   fails any identity or credit checks carried out by Codeta or associated company on its behalf;
(e)   is located in a country from which Codeta does not accept customers; or
(f)   has their account closed within 25 Days of the account opening
(g)  self-excludes within 25 days of opening their account

you will not be entitled to receive any Affiliate Payments in respect of such Customer.  In the event that any such payment has already been made to you in respect of such Customer you will be asked to repay the amount paid on receiving notice from Codetaff.  Codetaff will be entitled, but not obliged, to offset any amount owed as a result against future Affiliate Payments. Any players who self-exclude will be removed from your affiliate account and no remuneration will be paid for their activity during this time.

  1. Sub Affiliates

5.1   Sub Affiliates may be available upon request. T&Cs will be discussed individually.

  1. Licence

6.1   All IPR in the Links belongs to Codeta.  All IPR in any third party materials shall belong to the third party owner.

6.2   Nothing in this Agreement grant a licences, provides any warranty or offers any indemnity in respect of any data that is not owned by Codetaff. In the event that you require access to any such data, you agree that you will give Codetaff an opportunity to secure rights to the same and (if it becomes necessary to do so) you will pay the costs of securing a licence to the same from the relevant third party data owner or either party may terminate this Agreement with immediate effect.

6.3   Each party shall immediately notify the other party if any claim or demand is made or action brought against it for any infringement or alleged infringement of any IPR which may affect the supply or use of the Links.

  1. Security and Data Protection

7.1   You acknowledge that the security of Codeta and Codetaff’s data and its systems is fundamental to the business of Codeta / Codetaff. If you become aware of any breach or potential breach of security relating to the Links, you will immediately notify Codetaff of such breach and use your best endeavours to ensure that any potential breach does not become an actual breach and/or to remedy any actual breach and its consequences.

7.2   You agree that you will at all times comply with the Privacy and Electronic Communications (EC Directive) Regulations 2003 and provisions of the Data Protection Act Chapter 1998 as well as any equivalent legislation in any jurisdiction which is applicable to your Internet Site and your activities.

7.3   This Agreement (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Agreement or its formation) shall be governed by and construed in accordance with Maltese law and the parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of Malta.

  1. Responsibility

8.1   You agree

(a)   you are not and have never been engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010;

(b)   you have not been the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence under the Bribery Act 2010, and no such investigation, inquiry or proceedings have been threatened or are pending and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings;

(c)   You will adhere to the requirements and principles of the Bribery Act 2010 and will inform Codetaff of any suspected breaches that may have an impact upon Codeta.

  1. Confidentiality

9.1   During the term of this Agreement and thereafter termination or expiration of this Agreement, each party agrees they shall not use any Confidential Information belonging to the other party for any purpose other than in pursuance of its rights and obligations under this Agreement, nor disclose any of the other party’s Confidential Information to any person except with the prior written consent of the other party.  This obligation will not apply to any Confidential Information which

(a)   has come into the public domain other than by breach of this Agreement, or any other duty of confidence;
(b)   is obtained from a third party without breach of this clause or any other duty of confidence;
(c)   has been disclosed to a party by a third party, except a company within its Group which not in breach of any duty of confidence;
(d)   is trivial or obvious;
(e)   is required to be disclosed by law or other regulatory requirement provided notice is given to the other party prior to disclosure where legal to do so;
(f)   is in the possession of the Party at the time the Confidential Information was disclosed to it by any other party or which is independently collated without reference to any Confidential Information of the other party.

9.2   Each party may disclose any Confidential Information to its directors, other officers, employees, advisers and sub-contractors and to any other company within its Group where such disclosure is reasonably necessary in order to comply with its obligations under this Agreement and provided that they are subject to equivalent confidentiality obligations as those set out in this clause.

9.3   On termination of this Agreement each party shall (on request) deliver to the other party and subsequently destroy all locally and electronically stored copies of Confidential Information in its possession, except to the extent that it is obliged to retain such information under any law, regulation or licence applicable to that party or any company in its Group.

9.4   You will indemnify and hold harmless Codetaff, from and against any and all losses, demands, claims, damages, costs, expenses (including consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by Codetaff in consequence of any breach by you of your obligations under this Agreement.

  1. Liability

10.1   Save as provided by statute and to the fullest extent permitted by law, the following provisions set out the entire liability of Codetaff, (including any liability for the acts and omissions of its employees, agents and sub-contractors) to you whether in contract, tort, statute, equity or otherwise:

(a)   you acknowledge and agree that (except as expressly provided in this Agreement) the Links, Affiliate Program Site and all Codetaff products are provided “AS IS” without warranties of any kind (whether express or implied);

(b)   all conditions, warranties, terms and undertakings (whether express or implied), statutory or otherwise relating to the delivery, performance, quality, accuracy, uninterrupted use, fitness for purpose, occurrence or reliability of the Links or the Affiliate Program Site are hereby excluded;

(c)   Codetaff or its Group of Companies will not be liable to you for any losses relating to your use of the Links or the Affiliate Program Site or any breach of this Agreement by Codetaff including loss of profits (whether direct or indirect), revenues, goodwill, anticipated savings, data or any type of special, indirect, economic loss (including loss or damage suffered by you as a result of an action brought by a third party) even if such loss was reasonably foreseeable by Codetaff, and they had advised you of the possibility of you incurring such loss.

10.2   No exclusion or limitation set out in this Agreement shall apply in the case of:

(a)   fraud or fraudulent misrepresentation;

(b)   death or personal injury resulting from the negligence of any party or any of its employees, agents or sub-contractors;

10.3   The time limit within which you must commence proceedings against Codetaff to recover on any claim shall be 3 months­ from the date you become aware or should reasonably have become aware of the relevant breach that would form the subject of the claim.

10.4   Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control, and in such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that the period of delay or non-performance continues for 15 Business Days, the party not affected may terminate this Agreement immediately by giving notice to other party.

10.5   Codetaff makes no representation that any of its services, will be uninterrupted or error free and, to the fullest extent permissible by law, it will not be liable for the consequences of any such interruptions or errors.

  1. Termination

11.1   This Agreement shall commence on the Commencement Date and shall continue until either party serves 20 Business Days’ written notice of an intention to terminate.

11.2   Codetaff may terminate this Agreement immediately in the event that:

(a)   the Affiliate breaches any of the terms of this Agreement which has not been rectified within five (5) Business Days of receipt of a notice from Codetaff specifying the breach and requiring its remedy;

(b)   the Affiliate suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due, begins negotiations for or makes any voluntary arrangement with its creditors, becomes subject to an administration order, has an administrative receiver or receivers appointed in respect of the whole or any part of its assets, goes into liquidation (voluntary or otherwise save for any voluntary liquidation entered into solely for the purposes of a bona fide reconstruction or amalgamation);

(c)   the Affiliate is made the subject of a bankruptcy petition or order;

(d)   the Affiliate ceases or threatens to cease carrying on its business;

(e)   the Affiliate, in Codetaff’s opinion, is in breach of the terms of any applicable advertising code of practice including any voluntary codes Codetaff has agreed to abide by;

(f)   Codeta ceases to accept Customers from or to advertise in any jurisdiction which is targeted by the Internet Site.

11.3   Termination of this Agreement shall be without prejudice to any rights or obligations which shall have accrued prior to termination.

11.4   On termination of this Agreement all licences granted to you pursuant to this Agreement will immediately terminate.

11.5   If either party terminates this Agreement under clause 11, you will not be entitled to receive any further payments pursuant to clause 4 following such termination.

11.6   Clauses 7, 8 and 9 together with any other clauses the survival of which is necessary for the interpretation or enforcement of this Agreement will survive termination of this Agreement for whatever reason.

  1. Notices

12.1   Notices and communications from Codetaff will be made by e-mail to the address provided by you on your application to join the Affiliate Program.

12.2   You should send all notices and communications to the following email address affiliates@codetaff.com.

12.3   Notices and communications will be deemed received 4 hours after being sent provided it was sent between 9am and 6pm CET time. Notices sent outside business hours, will deemed to have been received at 09:00 on the next Business Day.

12.4   No third party may enforce any rights granted to it under this Agreement.

12.5   Except with regard to the amendment of clauses 10 and 11 regarding the rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement is not subject to the consent of any person that is not a party to this Agreement.

12.6   Codetaff may modify all or any part of this Agreement at any time.  Codetaff will give you five (5) Business Days’ notice of any such changes. If you do not agree to the changes you may serve notice to terminate this Agreement under clause 11 before the changes take effect and such changes will not apply for the duration of the notice period set out in clause 12.  If you fail to terminate this Agreement and continue to participate in the Affiliate Program you will be deemed to have accepted the changes made under this clause.  The latest modified date of these terms and conditions will be displayed at the bottom of this Agreement.

This Agreement constitutes the entire and only Agreement between the parties with regards to its subject matter and the parties confirm that they have not been forced to enter into this Agreement, nor has it been given, any warranty representation, statement, assurance, covenant, agreement, undertaking, indemnity or commitment of any nature whatsoever other than as are expressly set out in this Agreement and, to the extent that it has been, it unconditionally and irrevocably waives any claims, rights or remedies which it might otherwise have had in relation thereto.

13.1   When advertising to customers in Great Britain, you shall abide by the rules for gambling advertising as defined by the Committees of Advertising Practice (CAP and BCAP) and upheld by the Advertising Standards Authority. You will ensure that marketing communications, particularly in relation to free bet and bonus offers do not amount to or involve misleading actions or misleading omissions. Marketing communications that include a promotion must provide as such information about significant conditions as practicable within the advert itself, and with sufficient prominence. Where the advert is genuinely limited by space (banner advertisement) significant conditions must be displayed no further than one click away from the advert itself. Examples of free bet or bonus offers which may not comply with legislation include: the promotion does not provide supporting information on the terms and conditions of the offer or provides it with insufficient prominence for example only visible once scrolled down; when clicked, advertising banners take a customer direct to the join or login section of the website, without providing terms and conditions of the offer; significant information may only be available ‘below the fold’ on a web page or email and a customer may only be aware that terms and conditions apply if they actively scroll to the end of a webpage or similar. The above requirements are applicable to all forms of marketing communication, including social media and other forms of advertising such as newspapers. We reserve the right to terminate the Agreement if, in our reasonable opinion, you have breached the gambling advertising rules as defined by Committees of Advertising Practice (CAP and BCAP) and upheld by the Advertising Standards Authority.

Last Updated: 8th December 2016