Terms and Conditions

These conditions will apply to the Agreement between the Parties.
References to Clauses, unless otherwise stated are to clauses of this Agreement.
The headings to Clauses of this Agreement are for ease of reference only and shall not affect the interpretation or construction thereof.
Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted.
References to the singular shall include the plural and vice versa, references to any gender shall include all other genders, references to persons shall include bodies corporate, unincorporated associations and partnerships and vice versa.
"Including", "includes" and "in particular" are illustrative, and none of them shall limit the sense of the words preceding it and each of them shall be deemed to incorporate the expression "without limitation". "Other" and "otherwise" are also illustrative and shall not limit the sense of the words preceding them.
References to the whole shall also include the part and vice versa. References to "the Affiliate" and to "Quicksilver" shall include their respective employees, agents and permitted assigns.
References to any guidelines, codes or operating methodologies to be supplied by either Party (or those to be agreed between the Parties) shall refer to such documents as amended, updated or reissued from time-to-time.
Unless the context requires otherwise the following terms and expressions shall have the following meanings when used in this Agreement: 
 Affiliate Programmemeans [the programme of games and associated benefits offered to Affiliates via the Quicksilver website]
Affiliate Tracker means the unique tracking reference number used to identify the origin of a Customer as being via a Link on the Affiliate Websites;
Affiliate Website means the website controlled by the Affiliate as listed on the Cover Page to this Agreement, together with any Affiate co-branded websites where Quicksilver Games are included in the tables;
 Associate means in relation to any Party, any person which, directly or indirectly, is linked in the business of that Party. To include, but not be limited to, directors, employees, group companies and the directors and employees of its group companies.
Commencement Date  means the date of this Agreement as set out on the Cover Page
Customer means a customer of Quicksilver Games, including the Introduced Customers;
Cover Page means the page found at www.partnerama.com
Fees means the Monthly fees payable by Quicksilver to the Affiliate as set out in Clause 6.1;
Gambling Product means the following online gambling products and/or services: the remote betting activities licensed by the UK Gambling Commission and/or the LGA which Quicksilver (or an Associate of Quicksilver) offers under the brand "Quicksilver Games";

Intellectual Property Rights means all copyright and other intellectual property rights, howsoever arising and in whatever media, (whether registered or unregistered), including patent rights, trade and service marks, database rights, moral rights, rights in trade names, logos and design rights and any applications for the protection or registration of these rights and all renewals and extensions of them throughout the world;
Introduced Customer means any Customer who is attached to the Affiliate Tracker who: has not been a Customer before; and is accepted as a "player" under any applicable sign up or identity verification procedure that Quicksilver may reasonably require (as may be varied from time to time);

LGA means Maltese Lotteries and Gaming Commission;
Link means any user interface screens, banner ads or hypertext links linking one webpage to another webpage;
Month means a calendar month, and "Monthly" shall be construed accordingly;
Parties means the parties to this agreement. Party refers to any one of them;
Product means any products by Quicksilver as set out on the Cover Page of this Agreement;
Qualifying Customers means as set out on the Cover Page of this Agreement;
Quicksilver Games is a brand name under which Gambling Products are offered;
Quicksilver Information means the information relating to the relevant Gambling Product available on Quicksilver Websites, including the Quicksilver Marks, and required fully to describe bets and offers including but not limited to events, participants, odds, possible outcomes, special offers, terms and conditions;
Quicksilver Marks means all trade marks, services marks, logos and other distinctive brand features of Quicksilver, rights in trade names, logos and design rights and any applications for the protection or registration of these rights and all renewals and extensions of them throughout the world (including the Links);
Quicksilver Websites means the websites which are operated by Quicksilver (or an Associate of Quicksilver) and which form part of the Gambling Product, which may include www.Quicksilvergames.co.uk, and any successors thereof as determined by Quicksilver from time to time;
Term means the term of this Agreement, as set out in Clause 11;
Quicksilver Affiliates means our affiliate network which can be found at https://affiliates.quicksilvergames.co.uk
Working Day means Monday to Friday, excluding any UK bank holidays.

SERVICES TO BE PROVIDED BY THE AFFILIATE
The Affiliate shall:
incorporate and continually display the most up to date Links provided to it by Quicksilver Games via Quicksilver Affiliates;
maintain the Links subject to the following provisos:
both Parties acknowledge that the other Party cannot permit uninterrupted access to their website; and
each Party shall provide the other with reasonable assistance in respect of the display, access to, transmission and maintenance of the Links; and
to the extent that database or copyright licences are required to use the data and information (including any names) relating to any sports competitors on the Affiliate Websites, at all times have in place all licences required to use such data and information.
The Affiliate shall not:
breach Quicksilver’s  PPC policy, found below in clauses 2.4 to 2.6 and by reference to the Cover Page. Any Affiliate found in violation of these restrictions will be given 24 hours in which to change their PPC campaign. If after this time the offending activity has not been removed Quicksilver may, in its sole discretion suspend the payment of fees and commission. No further payments will be made to the Affiliate unless and until the Affiliate is in adherence to Quicksilver’s PPC Policy as in effect at the time. Any Affiliate found breaking these restrictions more than once will be immediately suspended from the Affiliate Programme.
If you have any questions regarding any of the restrictions below please speak to our Account Manager, Phil Edge whose contact details can be found on the Cover Page.
Search Term Restrictions
Affiliates are not permitted to bid on our brand names as keywords within paid search activity. Example: Quicksilver Games, Quicksilver Bingo, Quicksilver Slots and Quicksilver Casino
Affiliates are not permitted to bid on misspells or variations of our brand name as a keyword within paid search activity. Example: Quicksilveregmesa, Quicksilverbongo, Quicksilvercasno, etc
Affiliates are not permitted to bid on hybrid terms that contain our brand name (including misspells and variations) within paid search activity. Example: Quicksilver slots games, Quicksilver bingo online etc.
Affiliates are not permitted to appear under search terms that contain our brand name and therefore we recommend adding our brand name as a negative keyword wherever possible.
Affiliates are not permitted to bid on our competitor’s brand name as a keyword when linking to our site or our page within their own site for paid search activity. However, this does not extend to the use of metatag keywords on your site which are identical or similar to any of Quicksilver's trade marks or trade names including the terms Quicksilver Bet, Quicksilver Casino, Quicksilver Slots or Quicksilver Bingo.

Domain Restrictions
Affiliates are not permitted to direct link to the official Quicksilver domains within their paid search activity. This includes both display URLs and destination URLs within ad copy.
Affiliates are not permitted to use domains containing our brand name (including misspells and variations) within paid search activity. Example: www.Quicksilvergameoffers.co.uk, www.topQuicksilvervouchers.com, www.Quicksilvergamesdiscounts.org etc.
Affiliates are not permitted to use our brand name (including misspells and variations) within the sub folders of their domains for paid search activity. Example:  http://www.affiliatesite.co.uk/skybingo, www.affiliatesite.com/Quicksilvergames, www.affiliatesite.org/quicksilver etc.
Affiliates are not permitted to use our brand name (including misspells and variations) as a sub domain of their own domains for paid search activity. Example: www.Quicksilvergames.affiliatesite.com, www.affiliatesite.Quicksilvergames.co.uk, www.Quicksilvergames.affuiliatesite.tv etc.
Landing Pages
Affiliates wishing to use landing pages within paid search activity should first contact the Account Manager. All landing pages must meet the approval of our Brand Manager and comply with our own brand and logo guidelines. Any Affiliate using a landing page that has not had our brand approval risks losing their commissions and suspension from the programme.
SERVICES TO BE PROVIDED BY QUICKSILVER
Quicksilver shall:
give the Affiliate access to the Quicksilver Websites for the purpose of extracting the Quicksilver Information solely for the purpose of carrying out the Affiliate's obligations under this Agreement; and
ensure that each Introduced Customer will be tagged as having navigated from the Affiliate Website for the purposes of preparing the monthly statement.
DEACTIVATION
If for a period of six (6) months, in relation to any one of the individual Gambling Products, there have been no Qualifying Customers, then Quicksilver shall have the right in its sole discretion on 5 Working Days' notice to deactivate the relevant Gambling Product for the Affiliate and this Agreement shall be deemed to be amended accordingly.
LICENCE
Subject to Clause 5.6 below, Quicksilver hereby grants the Affiliate a non-exclusive, world-wide, royalty free licence to use, market, distribute, reproduce, display, transmit and promote the Quicksilver Marks on the Affiliate Websites solely for the purpose of the Affiliate carrying out its obligations under this Agreement.
The Affiliate shall not use in its business any other trade mark confusingly similar to the Quicksilver Marks and shall not use the Quicksilver Marks or any word confusingly similar to the Quicksilver Marks as, or as part of, its corporate or trading name.
The Affiliate shall not apply for, or obtain, registration of the Quicksilver Marks for any goods or services in any country.
The Affiliate shall not do, or omit to do, anything to diminish the rights of Quicksilver in the Quicksilver Marks or impair any registration in respect of the Quicksilver Marks.
Any goodwill arising in the Quicksilver Marks out of any use of any of the Quicksilver Marks by the Affiliate will inure solely to the benefit of Quicksilver.
The Affiliate shall abide by regulations and practices in force in order to safeguard Quicksilver's rights in the Quicksilver Marks.
Any promotional activity that the Affiliate wishes to undertake containing the Quicksilver Information will be subject to Quicksilver's prior written approval (such approval not to be unreasonably withheld or delayed).
The Affiliate shall not use the Quicksilver Mark, or its products or services, or portray the Quicksilver Website or its products or services in a false or negative light, or in a way which reduces or diminishes the reputation, image and prestige of the Quicksilver Marks or Quicksilver Website. The Affiliate shall adhere to the same obligations in relation to the marks, products and services of Quicksilver’s Associates.
REPORTING, FEES AND PAYMENT
Each Month, Quicksilver shall pay the Affiliate according to the commission structure as detailed in the relevant Quicksilver Affiliates scheme for the preceding Month.
For the avoidance of doubt, upon the termination of this Agreement for whatever reason, the Affiliate shall no longer be entitled to any further payments of Fees accrued after the date of termination.
For the avoidance of doubt, Quicksilver shall be solely responsible for all taxes, royalties, fees and costs to which Quicksilver Games is subject.
All fees and charges specified are exclusive of local taxes, VAT or any other taxes which are payable in addition at then current and applicable rate.
Interest on late payments will be charged on late payment at the rate of 2% above the base rate of Lloyds TSB Bank plc from time to time per annum.
WARRANTIES
Quicksilver warrants, represents and undertakes that:
the use or possession of Quicksilver Information in accordance with this Agreement does not and will not during the Term infringe the Intellectual Property Rights of a third party;
it has obtained and shall maintain all necessary licences and consents to operate Quicksilver Websites, including the relevant licences from the LGA;
all rights required for the use and exploitation by the Affiliate of Quicksilver Information in accordance with this Agreement have been cleared in advance and no fees, royalties, notices and acknowledgments are required to be made by the Affiliate for such use and exploitation.
The Affiliate warrants, represents and undertakes that:
it has obtained and shall maintain all necessary licences and consents to operate the Affiliate Websites;
the Affiliate Websites, and any third party websites to which the Affiliate Websites contain links, do not and will not contain anything that is offensive, blasphemous, violent, racist, pornographic, defamatory, obscene, menacing, illegal or otherwise likely to bring Quicksilver into disrepute;
the Affiliate Websites do not and will note infringe any third party's rights or expose Quicksilver to any proceedings whatsoever of a civil or criminal nature;
it will not alter the content, form or operation of the Links without Quicksilver's prior written consent;
it will not seek to induce sign-up bonuses (benefits to customers for registering with Quicksilver) or other incentives to new or existing Affiliate customers without the prior written consent of Quicksilver;
it shall not place any Links on pages of any of the Affiliate Websites aimed predominantly at persons under the age of 18 years.
Each Party represents, warrants and undertakes to the other that:
it has the requisite power and authority to enter into this Agreement and to perform fully its obligations hereunder and that it has not entered into and will not enter into any arrangement which would restrict or inhibit the exercise by the other Party of its rights under this Agreement;
it owns or has a licence of all necessary Intellectual Property Rights in relation to any materials to be provided to the other in accordance with this Agreement, and is entitled to grant the licences set out in this Agreement and that it is free and entitled to enter into this Agreement and to perform the obligations undertaken by it in this Agreement;
it shall not do or omit to do any act or thing which results in the other Party's name, image or reputation being materially damaged or adversely affected.
The Affiliate shall indemnify Quicksilver (and its directors, employees, agents and Associates) against any breach of its obligations or warranties in this Agreement or any act or omission that causes any liability damage, expense, loss, claim or cost against Quicksilver.
LIMITATION OF LIABILITY
The following provisions set out the entire financial liability of Quicksilver (including any liability for the acts or omissions of its employees, agents, sub-contractors and Associates) to the Affiliate in respect of:
any breach of the Agreement; and
any representation, statement or tortious act or omission including negligence arising under or in connection with the Agreement.
All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
Nothing in this Agreement shall exclude or limit either Party's liability in respect of death or personal injury caused by that Party's negligence.
Quicksilver shall not be liable to the Affiliate for:
any indirect, consequential, special or punitive loss, damage, costs and expenses;
loss of profit;
loss of business;
loss of reputation;
depletion of goodwill; or
loss of, damage to or corruption of data.
Subject to Clause 8.3, Quicksilver's total liability to the Buyer under or connected with this Agreement for:
damage to the Affiliates tangible property resulting directly from Quicksilver's negligence or that of its employees;
any other loss or damage which arises directly out of Quicksilver's negligence; or
any other loss not covered by Clauses 8.5.1 or 8.5.2;

for any one event or series of connected events shall not exceed £500,000 in any one year.

The limits in this Clause are based on Quicksilver’s insurance cover and ability to compensate. The limits may be increased if requested by the Affiliate but shall be subject to Quicksilver securing suitable cover and may require an adjustment to the Fees to reflect any increased premiums.
INTELLECTUAL PROPERTY
All Quicksilver Marks, Quicksilver Information and other Intellectual Property Rights in Quicksilver Games including functionality, designs and brands shall remain the property of Quicksilver.
All Intellectual Property Rights in the Affiliate Websites shall remain the property of the Affiliate.
PUBLICITY AND CONFIDENTIALITY
Each Party undertakes to the other that, subject to Clause 10.2 below, it will treat as confidential the terms of this Agreement together with all information whether of a technical nature or otherwise relating in any manner to the business or affairs of the other Party as may be communicated to it hereunder or otherwise in connection with this Agreement and will not disclose such information to any person firm or company (other than its auditors and other professional advisors) or to the media and will not use such information other than for the purposes of this Agreement subject always to any prior specific authorisation in writing by the disclosing Party to such disclosure or use.
The provisions of Clause 10.1 above shall not apply to any information which:
is in the public domain other than by default of the recipient Party;
is obtained by the recipient Party from a bona fide third party having no restraint on its free right of disposal of such information;
is or has already been independently generated by the recipient third party;
is required to be disclosed by law (or applicable regulation) or the valid order of a court of competent jurisdiction, or the request or direction of any governmental or other regulatory authority or agency.
The obligations contained in this Clause 10 shall expressly survive the termination, completion or assignment of this Agreement.
TERM AND TERMINATION
Subject to Clauses 11.2 and 11.3, this Agreement shall come into effect on the Commencement Date and shall continue until the second anniversary of the Commencement Date.
Either Party may terminate this Agreement on three (3) Months' written notice provided that such notice shall not expire before the date which is nine (9) Months after the Commencement Date.
Either Party may terminate this Agreement with immediate effect by notice in writing in the following circumstances:
the other Party commits an irremediable or material breach of any of its obligations pursuant to this Agreement; or
the other Party commits a remediable non-material breach of any of its obligations under this Agreement which is not remedied within 30 days of service of written notice specifying the breach and the steps required to remedy it; or
either Party enters into liquidation whether compulsory or voluntary (save for the purpose of solvent reconstruction or amalgamation) or passes a resolution for winding-up (save as aforesaid) or is unable to pay or has no reasonable prospect of being able to pay its debts or has a receiver or administrative receiver appointed over any of its assets.
Further to Clause 11.3 above, Quicksilver may terminate this Agreement with immediate effect by notice in writing if there is a change of control of the Affiliate.
On termination of this Agreement, by either Party, Quicksilver shall be entitled to retain all current and future revenue generated from Introduced Customers.
On termination of this Agreement, by either party, the Affiliate must immediately stop promoting Quicksilver and shall have no right to use, for any purpose, any of the Quicksilver Marks.
Any provisions of this Agreement which by their nature require performance after termination shall survive any termination of this Agreement.
Termination of this Agreement for any reason will be without prejudice to the rights of the Parties accrued at the date of termination.
NOTICES
Any notice given or made under or in connection with the matters contemplated by this Agreement will be in writing and shall be deemed to have been given if delivered personally (including by commercial messenger or courier service), or sent by fax, or prepaid, recorded delivery, first class post (air mail, if posted to or from a place outside the United Kingdom):
In the case of Quicksilver to: Quicksilver Games, Silbury Court, 368 Silbury Boulevard, Milton Keynes, MK9 2AF. Fax: +44 (0) 1908 246146
In the case of the Affiliate, to the registered address set out on the Cover Page of this Agreement.
Notice so given will be deemed to have been duly given and received as follows:
if personally delivered, upon delivery at the address of the relevant Party;
if sent by first class post, two (2) Working Days after the date of posting;
if sent by air mail to or from an address outside of the United Kingdom, seven (7) Working Days after the date of posting; and
if sent by fax, when dispatched, proven by a valid fax transmission sheet, provided that, if, in accordance with the above provision, any such notice would otherwise be deemed to be given or made outside of the hours of 0900 and 1730 on a Working Day, such notice, demand or other communication will be deemed to be given or made at 0900 on the next Working Day.
ASSIGNMENT
The Affiliate shall not be entitled to assign, transfer or dispose of any right, obligation or interest in or arising out of the Agreement or any part of it without the prior written consent of Quicksilver.
Quicksilver may assign the Agreement or any part of it to any Associate.
Force Majeure
A Party shall not have any liability for any loss or damage if its performance of any obligations under the Agreement is delayed, hindered or prevented by any cause beyond its reasonable control, including, without limitation, fire, storm, flood, earthquake, accident, adverse weather conditions, explosions, Acts of God, war, governmental controls, restrictions or prohibitions, strikes, lock-outs, industrial action, employment dispute, protests, traffic congestion, vandalism, interruptions in communications or power supply and mechanical breakdown, failure or malfunction of computer systems.  In the event of such delay, hindrance or prevention, such party shall be entitled to postpone delivery or performance by the duration of interference plus a reasonable start-up time thereafter. If the relevant event continues for more than 30 days either Party will be entitled to cancel the Agreement in its entirety or partially, by giving notice to the other, insofar as it has not been performed without incurring any liability for non-performance.
MISCELLANEOUS
All amendments to this Agreement shall be in writing and signed by an authorised signatory of each Party.
The failure or delay of either Party to enforce any of the terms of this Agreement shall not be construed as a waiver or acceptance of any breach of this Agreement.
Any waiver by the Seller of any breach of, or any default under, any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
This Agreement, including all annexure and other attachments, represents the entire understanding between the parties hereto relating to its subject matter and supersedes any and all prior agreements, negotiations and discussions in relation to it whether written or oral that may exist between the parties. Each party acknowledges that in entering into this Agreement it does not do so on the basis of, and does not rely on any representation, unless made fraudulently, warranty or other provision not expressly contained in this Agreement.
If any provision of this Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
Neither Party will be liable for any failure to perform its obligations due to fire, flood, change of law, Act of God, earthquake or any other circumstances beyond its reasonable control, whether or not similar to any of the foregoing. If the failure continues for more than 30 days, the other Party will be entitled to terminate this Agreement forthwith by notice to the other.
This Agreement shall not create any partnership between the parties and neither Party is or will be the agent of the other, and neither Party has any power to incur any liabilities on behalf of the other.
This Agreement may be entered into in any number of counterparts and by the parties on separate counterparts, all of which taken together shall constitute one and the same instrument.
Except insofar as this Agreement expressly provides that a third party may in his own right enforce a term of this Agreement, a person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
This Agreement shall be governed by and construed in accordance with the laws of England and Wales and each Party submits to the non-exclusive jurisdiction of the English Courts.