Partnership Terms & Conditions

Last Update: 19/10/2023

These terms and conditions (hereinafter referred to as “T&Cs”) are entered into by and between KaFe Rocks Limited, a limited liability company, registered in Malta having registration number C84901 and its registration address at Emms Lodge, 3, Triq il-Qasab, Mensija, St. Julian’s (SGN1719), Malta (hereinafter referred to as “KR”), and the Operator as defined in the Insertion Order (hereinafter the “IO”). The T&Cs together with any IO shall form an integral part of the entire agreement (hereinafter “the Agreement”) between KR and the Operator.

KR and the Operator are sometimes individually referred to as a “Party” and collectively as “Parties” throughout the Agreement, and the words Party and Parties shall be construed accordingly.

Recitals

WHEREAS, the Operator is a gambling service provider which provides its services through one or more of its websites;

WHEREAS, KR owns and controls several affiliate websites to conduct its marketing activities whose purpose is to refer clients to gambling service providers;

WHEREAS, the Operator wishes to obtain from KR, and KR wishes to provide the Operator with its services to improve the latter’s business activity, in accordance with the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the foregoing and the mutual promises and agreements contained in these T&Cs, the Parties agree as follows:

Agreed terms

1. Definitions and Interpretation

A full list of definitions and interpretations can be found in Schedule One of these T&Cs.

2. Updates

2.1 The Operator accepts to be bound by the terms of the most updated version of these T&Cs that KR makes available on the following link: https://time2play.com/corporate/partnership-terms/

2.2 The Operator further accepts to regularly monitor the website of KR to ensure full familiarity and compliance with the most recent version of the latter‘s T&Cs.

2.3. In the event the Operator does not accept the new terms of the updated version of the T&Cs, such Operator shall terminate the entire Agreement in accordance with section 7 herein.

3. Services and Consideration

3.1 The Operator hereby acknowledges that KR may provide affiliate services to the Operator in terms of these T&Cs.
KR will take all reasonable measures to comply with the Operator’s guidelines on compliance standards. In order to do so, the Operator shall assist KR by providing a minimum of fourteen (14) working days’ notice of any updates to such standards.

3.2 KR shall be entitled to obtain the Fees upon and/or pursuant to the registration of a Referred Player on a Website. For the sake of clarity, in the event a Referred Player will register on more Websites, KR shall be entitled to obtain multiple Fees depending on the number of registrations carried out by such Referred Player. The Fees will be made up of either a CPA, a Revenue Share, a hybrid model consisting of both CPA and Revenue Share or any alternative model that is agreed upon in writing by way of the IO, as a reward plan by both Parties.

3.3 Any variation or changes to the Fees (including the component elements thereof) as duly set forth in the relevant IO, shall only be effective if expressly agreed in writing by each of the Parties. Any purported variation or changes to the Fees not fulfilling this requirement, shall be considered invalid and require adjustment ex post.

3.4 The Fees shall be computed and paid monthly in arrears by no later than four (4) weeks from the end of each month and shall be exclusive of any value added tax and any other tax, duty or level or similar charge which may, from time to time, be imposed or withheld.

3.5 In the event the Operator fails to pay any amount due to KR by the due date, KR shall have the right to charge, on the overdue amount, the highest lawful rate permissible under applicable law. For avoidance of doubts, such interest rate shall be charged from the day following the date the payment is due.

3.6 The Operator’s obligation to pay the Fees shall survive any termination of the Agreement irrespective of the cause of such termination or of the Party initiating or otherwise causing such termination.

If the Fees consist of or comprise the Revenue Share, the Operator shall bind itself to continue paying the Fees to KR at the same rate which is set forth in the Agreement. For the sake of clarity, the Operator accepts to pay the Fees to KR with respect to the Referred Players who (i) registered on the Websites during the course of the Agreement, or (ii) re-register to such Websites subsequent to the termination of such Agreement. Unless otherwise agreed in writing by the Parties, such Fees shall remain due and payable to the same extent throughout the Lifetime of each Referred Player.

This condition also applies to CPA counts and the CPA counts of hybrid deals, where a Referred Player was registered pre-termination but triggered the CPA after the termination of the Agreement.

3.7 The Operator accepts that KR Accounts shall remain open after the termination of the

Agreement. In the event an affiliate program is closed, but a Player Account remains open, KR shall be entitled to receive full Revenue Share, and/or late triggered CPA counts. The Operator commits to providing monthly reports including all major key performance indicators including but not exclusive to – deposits, active accounts, First Time Depositors, Referred Players, Gross Revenue, Net Revenue, Revenue Share and the Fees.

3.8 Any Referred Players who closes a Player Account and opens a new account with the Operator shall also be considered as a Referred Player, and thus fall under the commission model owed to KR.

3.9 The Parties agree that the nature or extent of expenses taken into account in respect of the Administration Costs shall not be adjusted by the Operator except with the prior written consent by KR.

4. Obligations and Warranties

4.1 In order to enable KR’s referral of persons to the Websites, the Operator hereby grants KR, for the full term of the Agreement, a worldwide, non-exclusive and royalty-free licence to use, display, reproduce, communicate and make available to the public, on any of the KR Domains, any trademarks or other marks of the Operator.

The Operator gives KR full permission to use any Operator-generated information on the KR Domains, and KR shall use this information in a fully compliant manner. Should any of the Operator-generated information change, the Operator will provide a minimum of fourteen (14) working days’ notice in order for KR to effect the related changes on the KR Domains.

4.2 Each Party acknowledges that the other Party may be licensed by or otherwise subject to the authority of various casino and gaming regulatory authorities. Each Party accordingly agrees to provide such documentation, information and assurances to the other Party as may be necessary in order for such other Party to comply with its regulatory and compliance obligations.

4.3 During the course of the Agreement, the Operator shall:

(i) refrain from modifying or changing the Affiliate Program (and any tracking methods, including but not limited to tracking URLs, bonus-codes, cookie runtime, cookie-setting (for example last click counts versus session cookie)) without KR’s prior written approval;
(ii) provide KR with monthly reports, free of charge, containing such information justifying the extent of the Fees, including but not limited to Gross Revenue, Revenue Share and the extent and composition of Administration Costs; and
(iii) promptly provide KR with any additional information which may be requested by KR to verify the extent of the Fees. It is agreed that such additional information shall be provided free of charge.

4.4 Each Party agrees that it acts as an independent controller (but not as a joint controller or controller in common with the other Party) with respect to any personal data which may be processed during the course of the Agreement.

Each Party shall, at its own expense, ensure full compliance and assistance to the other Party, with respect to any legislation and regulatory requirements in force, from time to time, pertaining the processing of personal data, which includes:

(i) the General Data Protection Regulation ((EU) 2016/679);
(ii) the Data Protection Act, Chapter 586 of the laws of Malta, and any successor legislation; and
(iii) any other directly applicable EU regulation relating to the privacy.

4.5 Each Party shall commit itself to keep in strict confidence, and shall not directly or indirectly disclose to any person, any Confidential Information of the other Party, except:

(i) to the extent required by applicable law, or stock exchange rules, or by any competent authority, or by any order of a court or tribunal of competent jurisdiction. In the event of any order enacted by a court or tribunal, the Confidential Information shall be disclosed by the receiving party after consultation with the disclosing party pertaining the timing and content of such disclosure (to the extent not legally prohibited from doing so);
(ii) to its professional advisors subject to a duty of confidentiality and only to the extent necessary for any lawful purpose;
(iii) to the extent that at the date hereof or hereafter such Confidential Information is or shall become public knowledge other than by a breach of the Agreement;
(iv) to the extent that the said Confidential Information is disclosed to employees, legal advisors, auditors, and other consultants of the receiving party on a need-to-know basis.

The Parties hereby acknowledge that the terms of the Agreement are confidential and shall not make any public announcement concerning such Agreement, or any of its contents, without the prior written consent of the other Party.

5. Right to Audit

5.1 KR shall, at its own expense, have the right, on reasonable written notice to the Operator, and not more than twice a year, have access and inspect the books and records of the Operator for the sole purpose of verifying the accuracy of the amount paid or payable by the Operator under the Agreement. For avoidance of doubts, such activity shall be carried out by an independent auditor appointed by KR.

5.2 Both Parties agree that such access shall take place only during the normal business hours of the Operator.

5.3 If, as a result of such audit, monies are found to be owing by the Operator to KR, the Operator shall promptly, and in any event by no later than seven (7) calendar days from the date the additional amount due is found, pay such amounts to KR. In this event, the Operator shall pay the interest on the additional amount due as per clause 3.5.

6. Intellectual Property Rights

6.1 KR acknowledges and agrees that the Operator retains ownership of all its rights, title and interest in and to all its Intellectual Property Rights embodied in the Website/s.

6.2 Notwithstanding the foregoing, the Operator accepts that other than the license granted by way of the Agreement, KR retains all right, title, and interest to its Intellectual Property Rights and no right, title, or interest shall be transferred to the Operator unless otherwise decided by KR.

7. Term and Termination

7.1 The Parties accept that these T&Cs shall apply to any IO entered by and between them and shall take effect between them from the Effective Date. The Parties further accept that the Agreement shall continue in full force and effect for an indefinite term, unless terminated by either Party at any time by notice in writing provided to the other Party.

7.2 KR shall have the right to immediately terminate the Agreement in the event the Operator:

(i) does not hold or loses any license which is required to conduct its business;
(ii) fails to correspond the Fees to the former in full compliance with the terms provided by section 3 herein;
(iii) breaches any terms of the Agreement and does not cure the breach within ten (10) calendar days from the receipt of KR written notice specifying the details of such breach.

7.3 The termination of any IO shall determine the immediate termination of the relevant Agreement.

8. Indemnities & Liabilities

8.1 The Operator expressly agrees to defend, indemnify and hold KR, its shareholders, directors, representatives, agents, external advisors, and employees harmless from and against any and all liabilities, damages, legal proceedings, costs, and losses, including legal fees, resulting from or in any way connected with any breaches of the Operators connected to the Agreement, and in the event of the latter’s non-compliance with any applicable law and/or regulation.

8.2 The Operator accepts that, except to any liability that cannot be excluded as a matter of law, KR liability arising out of the Agreement shall not exceed the total Fees paid or payable by the Operator to KR pertaining the relevant IO during the six -month period preceding the event giving rise to the incident, whether such liability arises in contract, tort (including negligence), warranty or any other breach of statutory duty.

9. Notices

A notice or communication given under the Agreement shall be in writing in the English language (or be accompanied by a properly prepared translation into English) and served by e-mail to the e-mail address of the party’s designated representative.

The designated e-mail address of KR is the following: [email protected].

The designated e-mail address of the Operator shall be included into any IO.

10. Governing Law and Arbitration

10.1 The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the laws of Malta.

10.2 In the event of any dispute, controversy or claim arising out of or relating to the Agreement, or the breach, interpretation, termination, or validity thereof, the Parties agree to refer such dispute, controversy or claim to arbitration. The arbitration shall take place under the Rules of Arbitration as established under the Malta Arbitration Act, Chapter 387 of the laws of Malta, as in force at the time the dispute is referred to it. The place of arbitration shall be in Malta. There shall be one arbitrator jointly appointed by both Parties or in default of agreement on the arbitrator there shall be three arbitrators appointed in accordance with the said Rules. The arbitration shall be held according to the laws of Malta both insofar as matters of procedure as well as in relation to substantive matters. The language to be used in the arbitral proceedings shall be the English language. The Parties agree that the award of the arbitrators shall be the sole and exclusive remedy between them regarding any claims, counterclaims or other issues arising out of the Agreement and the award shall be final and binding upon the Parties and no appeal shall lie thereto.

11. Miscellaneous

11.1 The terms under these T&Cs constitute supersede and extinguish all previous agreements, promises, assurances, warranties, representations, and understandings between the Parties, whether written or oral, relating to its subject matter.

11.2 Any variation or cancellation or any provision of these T&Cs shall only be effective if expressly approved by KR and posted on its website.

11.3 In the event that any provision of these T&Cs become invalid, illegal or unenforceable in any respect under any applicable law:

(i) the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired; and
(ii) the Parties agree to substitute for such invalid, illegal or unenforceable provision a new provision which serves the purpose of the invalid, illegal or unenforceable provision to the fullest possible extent and to amend these T&Cs to restore the balance of the Parties’ respective interests in these T&Cs.

11.4 The Parties acknowledge and agree that any right, duty, and obligation arising out of these T&Cs herein and any IO shall not be transferred without a prior and explicit written consent given by one Party to the other. Notwithstanding anything contained herein, KR shall have the right to transfer its duties and/or obligations to any company within its group and to be supported by external contractors in providing its professional services to the Operator.

Schedule one

Definitions and Interpretations

For the purpose of these T&Cs, the following words will have the following meaning:

“Administration Costs” means such administration and processing costs incurred by the Operator in respect of the Referred Players and which shall in no event exceed 20% of the Gross Revenue;

“Affiliate Program” means the software or code (such as Income Access, Netrefer, myaffiliates) provided to KR by the Operator, which grants the Parties access to relevant reports and assists the Operator to identify KR as a provider of affiliate services, or assists the Operator to identify and track a Referred Player visiting any of the Websites as having been referred by KR from a KR Domain;

“T&Cs” means this document;

“Bonuses” means any welcome offers, free credits and such other bonuses offered by the Operator and which a Referred Player has qualified and accepted terms and conditions for and which may be paid to him in real funds;

“Chargeback” means any reversal of sums deposited by a Referred Player into any of the Operator’s accounts and effected in accordance with the scheme applied by the credit card or other payment method utilised for the purposes;

“Confidential Information” means confidential and/or proprietary information of a Party, whether communicated orally or in writing, including, but not limited to, information concerning or relating to that Party’s inventions, trade secrets, know-how, methods, processes, techniques, code, technologies, existing and potential customer and clients lists, suppliers, financial information, strategic business affairs or plans, other technical, business and operational information;

“CPA” or ‘Cost Per Acquisition’ means a one-time payment which may be due by the Operator to KR upon each new registration of a Referred Player on a Website and subject to the satisfaction of any additional criteria which any such Referred Player would be required to satisfy (such as a cumulated minimum deposit) as the Parties may determine.

“Effective Date” means the date the Parties will enter into the IO.

“Fees” means the consideration falling due, calculated and payable by the Operator in accordance with the provisions of clause 3.2 et seq.;

“First Time Depositor” means a Referred Player who makes a first deposit on the Website.

“Fraud” means an intentional act by a Referred Player to obtain money from the Operator through unlawful means (including deliberate deception);

“Fraud Adjustments” means deductions made as a result of Fraud;

“Gaming Taxes” means all gaming taxes payable by the Operator on the aggregate Gross Revenue to the relevant competent regulatory authority pursuant to the gaming laws applicable to it;

“Gross Revenue” means the total revenue generated by the Operator from each Referred Player respectively across all the Operator’s products and services and includes Bonuses claimed and lost by each Referred Player;

“Intellectual Property Rights” means, without limitation, any and all registered and unregistered trademark, patent, logo, copyright, service mark, domain name, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“KR Account/s” means the account/s set out of in the name of the KR;

“KR Domains” means any and all domains and websites currently operated or which may be operated by KR;

“Lifetime” means the full period of time during which a Referred Player maintains a Player Account on or in respect of any of the Websites, irrespective of: (i) any expiry or termination of these T&Cs: (ii) any period of non-use of that Player Account by the Referred Player; and/or (iii) any period of inactivity by that Referred Player as a player or customer of the Operator in respect of any Website;

“Net Revenue” means the aggregate Gross Revenue less: (i) Gaming Taxes; (ii) Fraud Adjustments; (iii) Bonuses; (iv) Administration Costs; and (v) Chargebacks;

“No Negative Carryover” means that, in the event that a Referred Player wins money on a particular Website and results in a negative Revenue Share in respect of that Referred Player in a particular month, such negative balance will NOT, for the purposes of calculating the Revenue Share under these T&Cs, be: (i) carried forward into the following month and/or into successive months; or (ii) taken into account in calculating the revenues of any of the Operator’s other Brands or Websites and/or the revenues of any other affiliate accounts with the Operator;

“Operator” shall refer to the Operator and its group of companies;

“Referred Player” means a person who was referred to a Website by KR through a KR Domain and registers with any of the Websites in any manner, and the term shall include any person so referred which may have terminated any such registration whilst maintaining one (1) or more registrations on any other Website or which may have terminated all such registrations but who subsequently re-registers on any Website;

“Person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

“Player Account” means an account or profile which has been registered or otherwise created on any of the Websites by or in respect of a Referred Player;

“Revenue Share” means the share percentage (%)(as may be determined by the Parties from time to time) of the Net Revenue with no Negative Carry Over which shall be paid by the Operator to KR throughout the Lifetime of any Referred Players;

“Websites” means the websites owned and/or operated by the Operator at any time and which the Parties agree shall fall within the scope of these T&Cs;

This Schedule form part of these T&Cs and shall have effect as if set out in full in the body of these T&Cs. Any reference to these T&Cs includes this Schedule. Unless the context requires otherwise, the singular includes the plural and vice versa. Any reference to KR (including reference to KR as a Party) shall be construed as a reference to any subsidiary of KR and “subsidiary” shall have the same meaning ascribed to the term in the Companies Act, Chapter 386 of the laws of Malta.