PEPPERMILL CASINO AFFILIATE PROGRAM
GENERAL TERMS AND CONDITIONS
These terms and conditions constitute the agreement between PepperMill Casino ( “PC” “us” “we” “our”) which is part of Royal Ascot BVBA, a company based and incorporated in Belgium (EU VAT Code BE0460.929.746, Europalaan 75, 3600 GENK) that operates this website and the Affiliate Programs (which may also be referred to as partner programs) set out therein and the Affiliate (which may also be referred to as publisher or partner), being the person or entity that will provide the services as described below. If you have any questions or comments about the PepperMill Casino Affiliate Programme, please contact us by writing to our Affiliate Team at email@example.com
PepperMill Casino and the Affiliate are also individually referred to as a “Party” and collectively as the “Parties”.
Article 1 – Object of this Agreement – Grant of limited license
1.1. PepperMill Casino promotes certain brands of services in the realm of online money games (casinos).
PepperMill Casino wishes to appoint the Affiliate for the performance of certain marketing services, and the Affiliate accepts under the terms and conditions set forth herein.
1.2. The Affiliate shall promote the websites, brands, and applications that have been entrusted to PepperMill Casino and that can be found under the URL http://www.affiliates.peppermillcasino.be only through banners, links, and other content to be provided by PepperMill Casino through the ‘Promotions’ section of the Affiliate’s online account.
The Affiliate will place these banners, links, and other content on its own website(s) to provide links to the websites, brands, and applications that have been entrusted to PepperMill Casino, to either generate new, paying customers or players for the websites, brands, and applications that have been entrusted to PepperMill Casino (Customers) or to attract new affiliates that will themselves become Affiliates of PepperMill Casino (Subaffiliates).
1.3. The use of these banners, links, and other content is granted under a personal, non-exclusive license and is strictly limited to the proper performance of the Affiliate’s obligations under the present agreement and strictly for the duration thereof and cannot be sublicensed, assigned or transferred. The provided banners, links, and other content cannot be altered in any way by the Affiliate.
Article 2 – Registration and acceptance of the present Terms and Conditions
2.1. The Affiliate will need to complete the online registration process on the website http://www.affiliates.peppermillcasino.be. Completion of this process will imply the full acceptance of the present Agreement and all terms and conditions set forth therein.
2.2. The Affiliate warrants that the provided information is complete and true and will promptly update the information whenever it should change.
2.3. The Affiliate warrants that:
- It is of the legal age in the applicable jurisdiction to agree to and enter into this Agreement.
- It is the proprietor of all rights, licenses and permits to market, promote, and advertise in accordance with the provision of this Agreement.
- It shall comply with all applicable rules, laws and regulations in connection with the performance of this Agreement and has not violated any local law, regulation, rule or treaty, in particular local gaming laws and regulations, nor is involved in tortuous conduct such as posting defamatory, libelous, scandalous, or private information about a person(s) or company without their consent; intentionally inflicting emotional distress or otherwise, nor in the violation of the trademark, copyright, or other intellectual property rights of a third party.
- It shall not advertise on any branded keywords of PepperMill Casino or any long tail keywords related to PepperMill Casino; Also, it will include “PepperMill” as a negative keyword in its SEA.
- It fully understands and accepts the terms and conditions of this Agreement.
PepperMill Casino has the right to terminate the Agreement at any time and by simple notification via e-mail if any of the above warranties are not met or are not met anymore.
2.4. Any Affiliate application will be immediately denied, and the Affiliation may be terminated at PepperMill Casino’s sole discretion by simple notification via e-mail if any of the following is found on any of his/her website(s):
- Sexually graphic, pornographic or obscene material.
- Content of a graphic violent nature.
- Content aimed towards minors.
- Any content with an overtly political or controversial intention.
- Prejudicial, hateful, threatening, inciteful, or discriminatory-natured content (whether that be concerning race, religion, sexual orientation, gender, or ethnicity).
- The promotion or use of any form of SPAM or unsolicited commercial email.
Article 3 – Non-solicitation
3.1. Neither Party shall, for the duration of this Agreement and for 1 year thereafter, whether on behalf of itself or on behalf of any third party, solicit any employees of the other Party involved with the negotiation of this Agreement or that Party’s performance hereunder, without the express written consent of the Party that employs the employee, and that such consent is to be at the employing Party’s sole and absolute discretion. If any such employee should cease to be an employee of either Party, the other Party may solicit such employee beginning 1 year after the cessation of such employment.
3.2. Notwithstanding anything to the contrary herein, neither Party shall be deemed to have breached or violated this section (i) solely as a result of generic employment advertising by that Party (including any “open position” or similar listings in that Party’s Website or other general advertising), or (ii) if any employee of the other Party approaches and obtains employment with the other Party after the date of this Agreement solely as a result of any advertising or recruitment effort contemplated in (i) above.
Article 4 – Consideration
4.1. General – For every person or entity that becomes a paying Costumer of any of the websites, brands and applications that have been entrusted to PepperMill Casino, by following banners, links or other content provided by PepperMill Casino that the Affiliate has placed on its website(s), the Affiliate will receive an Affiliate fee, as set out below and as stipulated on the URL http://www.affiliates.peppermillcasino.be
The Affiliate fee can vary between a Revenue Share, a Cost Per Acquisition or combination of both (Hybrid) and will be determined by the Program that the Affiliate will join, following the specific calculation methods set out in a specific Program to be found on http://www.affiliates.peppermillcasino.be, which may be subject to change. If the conditions and parameters of any Program would be unclear and/or need interpretation, they will always be applied in the way most favorable to PepperMill Casino.
For every person or entity that becomes an Affiliate (Subaffiliate) under any of the Affiliate Programs offered by PepperMill Casino, through the efforts of the Affiliate, the Affiliate will receive a Subaffiliation fee, as set out below.
A revenue share is always calculated as a percentage of the Net Game Revenue (NGR), which is constituted of: all bets minus all wins minus gaming taxes minus accrued expenses. The accrued expenses (Expenses helpdesk, Technical expenses, Admin fee, Expenses for PR management and the control organism) are calculated as 19% of all bets.
Negative balances are carried over to subsequent months.
4.2. Tracking – Any Costumer or Subaffiliate will be tracked through a unique tracking id, that links the Costumer or Subaffiliate to the Affilliate. PepperMill Casino retains the right to refuse or exclude any Costumer or Subaffiliate at its sole discretion without the need to provide a motivation to the Affiliate. PepperMill Casino will provide the Affiliate with statistics that will allow the Affiliate to monitor the revenue generated by the Customer or Subaffiliates. If there would be a discrepancy between PepperMill Casino’s data and the Affiliates data, PepperMill Casino’s data will always take precedence.
4.3. Revenue Share - The Affiliate fee shall constitute of a monthly commission according to the percentage of NGR as per the published commission schedule, or a different mutually agreed schedule.
4.4. Cost Per Acquisition (CPA) - The Affiliate fee shall amount to a fixed sum as per the published commission schedule, or a different mutually agreed schedule. The Affiliate Fee shall be payable when a Customer introduced to PepperMill Casino by the Affiliate deposits a sum which is at least equivalent to the minimum deposit allowable by PepperMill Casino, or alternatively according to the baseline deal, which sum must equal or exceed an amount stipulated by PEPPERMILL CASINO in the relevant Program.
4.5. Hybrid - The Affiliate fee shall be a combination of the Cost Per Acquisition method and the Percentage of Net Revenue method, as may be determined by PepperMill Casino and mutually agreed with the Affiliate.
4.6. Subaffiliation fee - the Affiliate shall be paid a monthly commission according to a percentage of NGR generated by the Subaffiliates referred to PepperMill Casino by the Affiliate.
4.7. Revenue Commission Booster - PepperMill Casino may implement a temporary revenue commission booster (RCB), constituting and additional Revenue Share to be added to the agreed Affiliation fee under the specific conditions set out in the relevant Program. For the purposes of this Agreement, the RCB will be assimilated to the Affiliate fee, but they will not make an indivisible whole.
Article 5 – Taxes
The Parties hereto shall each bear their own respective taxes, if any, incurred in connection with this Agreement.
Article 6 – Illicit conduct and indemnification
6.1. The Affiliate will indemnify and hold harmless PepperMill Casino for all claims arising out of any breach of this Agreement or any illicit, fraudulent or tortuous activities or conduct by the Affiliate or its own affiliates in the broadest sense.
6.2. If PepperMill Casino determines that the Affiliate has engaged in any illicit, fraudulent or tortuous activities or conduct, PepperMill Casino may (without limiting any other rights or remedies available to PepperMill Casino) withhold any Affiliate fees and/or terminate this Agreement immediately.
6.3. The Affiliate will not induce existing Customers to re-sign with a different username. PepperMill Casino considers the re-signing of existing players as fraud traffic and reserves the right to withhold Affiliate fees relating to such traffic.
6.4. If a Costumer or Subaffiliate of the Affiliate proceeds with any illicit, fraudulent or tortuous activities or conduct, PepperMill Casino has the right to retain all amounts due to the Affiliate under this Agreement if PepperMill Casino has reasonable cause to believe that the Affiliate had knowledge of this conduct or these activities or to withhold the relevant Affiliate fees with respect to the relevant Customer or Subaffiliates, even without such knowledge by the Affiliate. The relevant Customer or Subaffiliates will in any case be excluded as a basis for calculation of Affiliate fees or Subaffiliation fees.
6.5. PepperMill Casino shall not be liable to the Affiliate in respect of any loss of profits, goodwill, data or any type of special indirect or consequential loss (including loss or damage suffered by the Affiliate as a result of an action brought by a third party) arising out of this Agreement or the performance thereof even if such loss was reasonably foreseeable or PepperMill Casino had been advised of the possibility of the Affiliate incurring the same.
6.6. Without prejudice to the immediately preceding clause, in the event that PepperMill Casino is found liable in any way, by a court of law and/or a similar authority, with legal competence and/or jurisdiction over PepperMill Casino, then PepperMill Casino’s liability in damages shall be limited to the amount, if any, payable to the Affiliate in the last three months by way of net Affiliate Fees under this Agreement.
Article 7 – Force majeure
7.1. Force majeure shall mean any unforeseen event which is beyond the reasonable control of the Parties or any foreseeable occurrence the consequences of which may not reasonably be avoided that arises after the date of signature of this Agreement and which prevents performance of this Agreement, in whole or in part, by either party.
7.2. If an event of force majeure occurs, performance of the Parties’ obligations under this Agreement shall be suspended for the duration of the delay caused by the event of force majeure and the period of performance shall be automatically extended, without any penalty, for an equal period.
7.3. The party claiming force majeure shall promptly inform the other party to this effect in writing, explaining its reasons for doing so.
7.4. If an event of force majeure occurs, the Parties shall immediately consult with one another with a view to finding an equitable solution and shall use all reasonable efforts to minimize the consequences of the occurrence. If the conditions of force majeure prevail for more than 2 months and the Parties have been unable to reach an equitable solution, the other party shall have the right, pursuant to article 10.1. (ii), to terminate this Agreement.
7.5. By signing this Agreement, Affiliate agrees to the following: If political and/or legal developments, in any form, lead to a de facto ban on affiliate marketing within the Belgian jurisdiction, Peppermill Affiliate will continue to pay the agreed 'Revenue Share' per (active) player (FDP) for up to 2 years after the official implementation of the discussed ban.
7.6. If political and/or legal developments, in any form, lead to a de facto ban on affiliate marketing within the Belgian jurisdiction, Peppermill will break the links made with affiliate links between the Peppermill platform and the Affiliate platform (or multiple platforms) from the moment of the official implementation of the discussed ban. This leads to a situation in which it is no longer possible for the Affiliate to send new FTDs to Peppermill. The links that already exist between Peppermill and Affiliate, regarding FDPs referred to in the period prior to the official implementation of the discussed ban, will be broken in accordance with article 1.
7.7. Interpretation of laws and regulations and/or political developments regarding a ban on affiliate marketing is the responsibility of Peppermill in relation to the implementation of the above-mentioned articles 7.5 and 7.6.
Article 8 – Relationship between the Parties
The Parties are independent entities. None of the provisions of this Agreement can be interpreted as indicating the intent of the Parties to form a company, association or joint venture.
Neither party is authorised to represent the other party in any way.
Article 9 – Duration
The duration of this Agreement shall be for 2 years which will end with an evaluation where an option can be activated to restart the contract for 2 years.
Article 10 – Termination
10.1. Notwithstanding articles 2.3, 2.4, 6.2 and 9 of this Agreement, PepperMill Casino shall have, for the duration of this Agreement, the right to terminate it forthwith by sending a written notice of termination by e-mail to the Licensee specifying the reasons for the termination, if any of the following events occur: (i) the Affiliate materially breaches any of its obligations under this Agreement and, notwithstanding a written request from PepperMill Casino to refrain from such a breach in the future and, if possible, to prevent such a breach or breaches from occurring in the future and to rectify the situation, fails to comply with such a request; (ii) an event of force majeure prevails for a period in excess of 2 months and the Parties have been unable to find an equitable solution pursuant to article 7 of this Agreement; or (iii) the Affiliate becomes insolvent or enters liquidation, a petition in bankruptcy is filed for it or a receiver is appointed in respect of the Affiliate.
In any case, parties have the right to terminate this Agreement upon one-month prior notice by sending a written notice of termination by e-mail.
10.2. Upon the termination of this Agreement pursuant to this article, any amounts accrued, due, and payable hereunder shall be paid forthwith by the Peppermill Casino to the Affiliate. The Affiliate will be entitled only to those unpaid Affiliate fees and Subaffiliation fees, if any, earned by the Affiliate on or prior to the date of termination under the conditions set out above.
10.3. On no account shall any amounts be withheld by the Affiliate due to any dispute arising out of or in relation to this Agreement or to set off any claim for damages made by the Affiliate.
10.4. In the event of termination of this Agreement for any reason, the Affiliate shall at once remove all banners, links and other content provided by PepperMill Casino from the Affiliate’s website(s).
10.5. PepperMill Casino reserved the right to terminate the agreement with a notice period of 1 month if the affiliate hasn’t brought a new user in 3 months or if the yearly evaluation leads to this decision.
Article 11 – Payments
11.1 In respect of each Payment Trigger that can be verified by Royal Ascot BVBA (acting reasonably) Royal Ascot BVBA will make a Payment to the Affiliate.
11.2 Royal Ascot BVBA will account to the Affiliate for all Payments due in respect of a calendar month within 30 days of the end of the following calendar month, unless the amount due is less than €100.00, in which case the Payments may be held over to the next payment date.
11.3 All Payments stated in or in relation to the Agreement are stated inclusive of VAT where relevant, and the Affiliate is solely responsible for paying VAT.
11.4 If Royal Ascot BVBA is required by law to deduct withholding tax or any other taxes or duties from any Payments, then Royal Ascot BVBA will deduct such amounts from the Payments before paying them to the Affiliate.
11.5 Payments to the Affiliate will be made in Euro by bank transfer (using such payment details as are provided by the Affiliate on the Registration Form).
11.6. If Royal Ascot BVBA does not pay any amount properly due to the Affiliate under or in connection with the Agreement, the Affiliate may charge Royal Ascot BVBA simple interest on the overdue amount at the rate of 4% per year above the base rate of HSBC Bank Plc from time to time.
11.7. No Payments will be due in respect of:
(a) any wagers on www.peppermillcasino.be made by or on behalf of:
(i) the Affiliate;
(ii) any parent undertaking or subsidiary of the Affiliate;
(iii) any employee, agent or officer of the Affiliate or any parent undertaking or subsidiary of the Affiliate;
(iv) by any natural person related any of the above;
(b) any amount received by Royal Ascot BVBA by means of the fraudulent or unlawful use of a credit, debit or other payment cards, or by any other fraudulent or unlawful means;
(c) any purchases on the PepperMill Casino Website which are subsequently canceled, refunded, reversed, or charged back (and Royal Ascot BVBA will be entitled to require repayment of Payments made as a result of such purchases).
11.8. Both before and after termination, Royal Ascot BVBA will be entitled to set off any amount owed to the Affiliate against any amount the Affiliate owes to Royal Ascot BVBA whether under the Agreement or otherwise, and against any loss or damage suffered by Royal Ascot BVBA whether in relation to the Agreement or otherwise arising out of the Affiliate's acts or omissions.
11.9. If Royal Ascot BVBA does not pay any amount properly due to the Affiliate under or in connection with the Agreement, the Affiliate may charge Royal Ascot BVBA simple interest on the overdue amount at the rate of 4% per year above the base rate of HSBC Bank Plc from time to time.
Article 12 – Miscellaneous Provisions
12.1. This Agreement, together with its Annexes, contains the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes and replaces all prior agreements or understandings, whether written or oral, with respect to the same subject matter that is still in force between the Parties.
12.2. PepperMill Casino, has the right to alter the Agreement with any amendments, as well as any additions or deletions without the prior written consent of the Affiliate, in which case the Affiliate will have the right to terminate the agreement without notice within 2 weeks after the changes to the Agreement have been notified to the Affiliate. This notification of changes can be done via e-mail, via a notification through the Affiliate’s online account, or by publishing the changed Agreement to PepperMill Casino’s website, in which case the Affiliate will be supposed to have knowledge of the changes upon the date of publication. If the Affiliate does not proceed with termination, the changes will be binding.
12.3. Whenever possible, the provisions of this Agreement shall be interpreted in such a manner as to be valid and enforceable under the applicable law. However, if one or more provisions of this Agreement are found to be invalid, illegal or unenforceable, in whole or in part, the remainder of that provision and of this Agreement shall remain in full force and effect as if such invalid, illegal or unenforceable provision had never been contained herein. Moreover, in such an event, the Parties shall amend the invalid, illegal or unenforceable provision(s) or any part thereof and/or agree on a new provision in such a way as to reflect insofar as possible the purpose of the invalid, illegal or unenforceable provision(s).
12.4. Any failure or delay by a Party in exercising any right under this Agreement, any single or partial exercise of any right under this Agreement, or any partial reaction or absence of reaction by a Party in the event of a violation by the other Party of one or more provisions of this Agreement, shall not operate or be interpreted as a waiver (either express or implied, in whole or in part) of that Party’s rights under this Agreement or under the said provision(s), nor shall it preclude any further exercise of any such rights. Any waiver of a right must be expressed and in writing. If there has been an express written waiver of a right following a specific failure by a Party, this waiver cannot be invoked by the other Party in favor of a new failure, similar to the prior one, or in favor of any other kind of failure.
12.5. All notices and other forms of communication required under this Agreement must be in writing and delivered or sent to the receiving Party by e-mail.
12.6. Either Party may change the address to which notices are to be delivered or sent by giving the other Party written notice to this effect in the manner set forth herein.
Article 13 – Applicable law and Jurisdiction
13.1. All issues, questions, and disputes concerning the validity, interpretation, enforcement, performance, and termination of this Agreement shall be governed by and construed in accordance with Belgian law, and no effect shall be given to any other choice-of-law or conflict-of-laws rules or provisions (Belgian, foreign or international), that would cause the laws of any other jurisdiction to be applicable. The Belgian commercial rules of evidence are made applicable.
13.2. All disputes concerning the validity, interpretation, enforcement, performance, and termination of this Agreement shall be submitted to the exclusive jurisdiction of the Limburg courts and their respective Limburg divisions.
PepperMill Casino Affiliate Program
General terms and conditions