These terms and conditions are dated 25.06.2025

PARTIES:

(1) Annexio Limited, a company incorporated in the Isle of Man with registered number 124709C whose registered office is at Fort Anne, South Quay, Douglas, Isle of Man, IM1 5BU;

(2) Annexio (Jersey) Limited, a company incorporated in Jersey with registered number 125819 whose registered office is at De Carteret House, 7 Castle Street, St. Helier, Jersey, JE2 3BT;

(3) Annexio (Australia) Pty Ltd, a company incorporated in Australia with registered number ACN 616833008 whose registered office is at Level 10, 2 Park Street, Sydney NSW 2000;

(4) Annexio (South Africa) (Pty) Ltd, a company incorporated in South Africa with registration number 2019/592596/07 and tax reference number 9745662172, whose registered office is at Unit G05, Century Gate Office Park, CNR Bosmansdam Road & Century Way, Century City Milnerton, 7441;

(each a "Company Party" and together, the "Annexio Group")

(5) The Affiliate, being the person or entity that completes the sign-up process and is accepted into the Affiliate Programme by the Responsible Entity, agrees to be bound by the terms of this Agreement ("Affiliate").

BACKGROUND

(A) The Annexio Group operates online gaming businesses in various jurisdictions.

(B) The Affiliate promotes third-party products and services and wishes to participate in the Annexio Group’s affiliate programme under a unified agreement

(C) This Agreement governs the Affiliate's promotional activities across multiple jurisdictions and provides a framework for determining which Company Party is the relevant counterparty for the purposes of this Agreement.

AGREED TERMS

1. INTERPRETATION  

The definitions and rules of interpretation in this clause apply in this agreement.

Account Manager: the point of contact within the Annexio Group for the Affiliate.

Affiliate Customer: A natural person who: a) has clicked through to the Responsible Entity’s Website from the Affiliate Web Link Pages, b) the Affiliate directs to the Responsible Entity’s Site, c) is at least 18 years old d) can be linked to the Customer Number, who is eligible to open an account on the Responsible Entity’s Website.

Affiliate Customer Fraud: means an actual or attempted act by any Affiliate Customer which is reasonably deemed by the Responsible Entity to be (i) illegal in any applicable jurisdiction; (ii) made in bad faith; or (iii) intended to defraud the Responsible Entity and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes the Responsible Entity any damage or harm.  Affiliate Customer Fraud shall include, without limitation, collusion, abuse of bonuses or other promotions, violation of AML or other similar laws and use of stolen payment cards.

Affiliate Fraud: means an actual or attempted act by the Affiliate which is reasonably deemed by the Responsible Entity to be (i) illegal in any applicable jurisdiction; (ii) made in bad faith; or (iii) intended to defraud the Responsible Entity and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes the Responsible Entity any damage or harm.  Affiliate Fraud shall include, without limitation, collusion, abuse of bonuses or other promotions, abuse of the Affiliate remuneration structure, violation of AML or other similar laws, false, misleading or unauthorised advertising or representations, use of stolen payment cards or rake-back activity.

Affiliate Programme: means the Annexio Group affiliate programme detailed in the Agreement, commonly referred to as Affiliate Empire.

Affiliate Programme Manager:  the person named in clause 4.9

Affiliate Web Link Pages:  the web pages of the Affiliate Website that provide a hyperlink directly to the tracked landing pages of the Responsible Entity Website.

Affiliate Website:  the Affiliate’s site located at the domain detailed as agreed with the Responsible Entity and any future version or replacement of that site.

Commission: means the compensation payable to the Affiliate by the Responsible Entity, which may take the form of Revenue Share, Cost Per Acquisition (CPA), Hybrid, or any other model agreed in writing by the Responsible Entity or presented to the Affiliate during the sign-up process or via the affiliate dashboard.

Revenue Share Commission: The percentage of Net Revenue payable to the Affiliate as agreed in writing by the Responsible Entity, or as presented to the Affiliate during the sign-up process or via the Affiliate Portal.

Company Website: the Responsible Entity’s website at the URL as advised by the Responsible Entityincluding all future versions and replacements of the site.

Customer Number: a unique number that will be designated to the Affiliate.

Effective Date: the date of this agreement.

Large Winning: means any winning from an Affiliate referred player that is greater than £2,000

Lottogo Affiliate Guidelines: guidelines, policies and procedures as notified by the Responsible Entity to the Affiliate from time to time, that the Affiliate must follow.

Net Revenue: the value of the revenues generated by all customers referred by the Affiliate across all products after the deduction of costs including but not limited to (a) financial transaction fees, (b) bonuses, (c) loyalty rewards, (d) charge backs, (e) administration fees, (f) country taxes and betting duties and (g) fraud costs.

Responsible Entity: the relevant Company Party as determined by the table set out in clause 3.2

Tracked Landing Page: the web page of the Responsible Entity’s Website that the Responsible Entity is to develop and maintain which will track Customer User traffic from the Affiliate.

Unsuitable Websites: Any website, forum, social media platform or other communications medium, regardless of type, which is: aimed at children; intended to appeal to minors; promotes or glorifies violence; promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; promotes illegal activity; violates or enables the violation of intellectual property rights; violates the rights of privacy of others; is obscene or contains explicit sexual content; contains or promotes any unlawful behaviour or content; contains or provides links to malicious or harmful software, keyloggers, trojans, viruses or malware; or which the Responsible Entity believes, in its sole discretion, may bring the Responsible Entity’s Website or any Annexio Group brands into disrepute, or which may prejudice the interests of the Annexio Group or its affiliated companies and brands.

VAT:  Value added tax or any equivalent tax chargeable in the UK or elsewhere.

1.1 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

1.5 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.6 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.7 A reference to writing or written includes faxes and email.

1.8 References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.

1.9 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. COMPANY’S OBLIGATIONS  

2.1 The Responsible Entity shall create, operate and maintain the Tracked Landing Page.

2.2 The Responsible Entity undertakes that the Tracked Landing Page will record all Affiliate Customer traffic received from the Affiliate’s website

2.3 The Responsible Entity shall provide the Affiliate with one or more uniform resource locators (URLs) to link from the Affiliate Web Link Pages to the Tracked Landing Page.

2.4 The Responsible Entity shall be responsible for developing, operating and maintaining the Responsible Entity’s Website.

2.5 The Responsible Entity shall provide to the Affiliate Customers clicking through directly from the Affiliate Web Link Pages access to and use of the Responsible Entity’s Website in accordance with the Lottogo Affiliate Guidelines.

2.6 The Responsible Entity will provide the Affiliate with a report on the 5th working day after the end of the month setting out the basis on which the Affiliate should raise any invoice in accordance with Clause 5.

2.7 The Responsible Entity may at any time, on providing reasonable notice to Affiliate:

(a) change the name of the Responsible Entity’s Website;

(b) change the Lottogo Affiliate Guidelines; and

(c) target the Responsible Entity’s Website at potential customers in any additional country or countries as it chooses, provided it continues to support the jurisdictions allocated to it under clause 3.2.

2.8 This agreement is non-exclusive and does not prevent or restrict the Responsible Entity from entering into similar or different agreements with third parties. The Responsible Entity makes no representation that the terms of this agreement are similar to or the same as the terms of any other agreement it has entered or may enter into with any third party.

2.9 The Responsible Entity shall assign an Account Manager to the Affiliate following successful registration. The Affiliate will be informed of the Account Manager’s contact details via email or through the Affiliate Portal. The Responsible Entity shall notify the Affiliate of any changes to the assigned Account Manager as soon as reasonably practicable.

3. TERRITORIAL RESPONSIBILITY

3.1 Each Company Party shall be responsible for paying commissions for customers acquired in their respective jurisdictions.

3.2 The jurisdictions and their corresponding entities are outlined below:

3.3 Each Company Party shall manage tax, reporting, and legal compliance requirements in their own jurisdictions.

4. AFFILIATE’S OBLIGATIONS  

4.1 This Agreement is subject to the Affiliate accepting the commercial terms provided by the Responsible Entity, whether displayed during the sign-up process, published on the Affiliate Portal, or communicated in writing.

4.2 The Responsible Entity reserves the right to correct or update deal terms at any time by written notice to the Affiliate.

4.3 The Affiliate confirms it has read and understood the Lottogo Affiliate Guidelines including, but not limited to, those parts of this document that specify that only approved creative material can be used by the Affiliate (such approval to be given by the Responsible Entity). Failure to adhere to the Lottogo Affiliate Guidelines will constitute a material breach of this agreement.

4.4 The Affiliate shall use all reasonable commercial efforts to market and promote the Responsible Entity’s Website to generate the maximum number of Affiliate Customers.

4.5 The Affiliate confirms that it will obtain all necessary permissions and consents from Affiliate Customers in accordance with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) (i) any data protection legislation from time to time in force:- in the UK including the Data Protection Act 1998 or 2018 and any successor legislation; in South Africa including the Protection of Personal Information Act 2013 and any successor legislation; in Australia including the Privacy Act 1988 and the Privacy Act Amendment Act 2024 and any successor legislation; and (ii) for so long as and to the extent that the law of the EU has legal effect in the UK, the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable EU regulation relating to privacy.

4.6 The Affiliate undertakes promptly, and in any event within 14 days after the Effective Date, to submit to the Account Manager for approval by the Responsible Entity before publication on the Affiliate Website:

(a) the template designs for the Affiliate Web Link Pages;

(b) the first set of Affiliate Web Link Pages; and

(c) any change to any of the template designs for, or to any of, the Affiliate Web Link Pages since the versions last submitted to the Responsible Entity.

4.7 Subject to the Schedules hereto the Affiliate shall be responsible for developing, operating and maintaining the Affiliate Website and for all materials that appear on it. In particular, but without limiting the generality of the foregoing, the Affiliate shall be responsible for:

(a) the proper functioning and maintenance of all hyperlinks to the Responsible Entity Website;

(b) compliance with the Lottogo Affiliate Guidelines;

(c) compliance with all data protection requirements (including but not limited to those in Clause 8 herein);

(d) including the following wording on all new sign up offers: ‘New Customer Offer, T&C’s Apply 18+. Please gamble responsibly’; and

(e) ensuring that no Affiliate Web Links are placed on any Unsuitable Sites.

4.8 The Affiliate shall submit to the Responsible Entity for prior approval any proposed use of any Company trade mark, domain name, logo, and other elements of branding that the Affiliate may wish to make. The Responsible Entity shall review the proposed use within a reasonable time and shall not unreasonably refuse or delay approval.

4.9 The Affiliate shall provide the Responsible Entity with:

(a) all co-operation in relation to this agreement; and

(b) all access to such information as may be required by the Responsible Entity, as is necessary for the proper performance of the Responsible Entity’s obligations under this agreement. 

4.10 The Affiliate shall, for the duration of this agreement, designate an Affiliate Programme Manager who will serve as the main point of contact and have the authority to contractually bind the Affiliate in matters relating to this agreement. The Affiliate shall use reasonable efforts to maintain continuity in this role and must promptly notify the Responsible Entity of any changes to the person acting as Affiliate Programme Manager, including their contact details.

4.11 The Affiliate acknowledges and agrees that it has no authority to legally bind the Responsible Entity in relation to Company Users, other users or anyone else and that it has not been appointed and is not the agent of the Responsible Entity for any purpose. The Affiliate agrees that it shall not make to anyone any representation or commitment about the Responsible Entity, the Responsible Entity Website or any of the products or services available on the Responsible Entity Website. The Affiliate acknowledges that neither the Affiliate nor any employee or contractor of the Affiliate shall have any contractual or other legal relationship (including but not limited to employer/employee relationship) with the Responsible Entity other as set out in this agreement.

4.12 The Affiliate shall comply with all applicable laws and regulations with respect to its activities under this agreement and to its business.

4.13 In the event of any delays in the Affiliate’s provision of assistance as agreed by the parties, the Responsible Entity may adjust any dates for performance or delivery provided to the Affiliate as reasonably necessary.

4.14 The Affiliate will not engage in, allow, assist, promote, encourage or benefit from, directly or indirectly any of the following behaviours:

(a) any act that involves Affiliate Fraud or Affiliate Customer Fraud;

(b) the use of spam;

(c) any act that alters, affects, redirects or in any way interferes with the operation of the Responsible Entity’s Website or associated business;

(d) any act that results or could result in the interception or redirection of traffic from or on any online website or other place that participates in the Responsible Entity’s affiliate programme; and

(e) any activity that in the Responsible Entity’s reasonable opinion is unsuitable. Fraudulent, erroneous, misrepresentative or inappropriate.

4.15 In accordance with the Responsible Entity’s requirements to:

(a) prohibit and actively prevent money laundering and any activity that facilitates money laundering or the funding of terrorist or criminal activities;

(b) comply with sanctions legislation throughout the world;

(c) manage the risk of services being (or otherwise preventing services from being) offered to “Politically Exposed Persons”; and

(d) know who its customers, suppliers and partners are,

the Responsible Entity requires the Affiliate to provide relevant documents to meet these objectives at any time and reserves the right to use these documents to verify the Affiliate’s identity at any time.  Failure to provide these documents and supporting information will allow the Responsible Entity to immediately terminate this agreement.

4.16 The Responsible Entity may, at any time and at its sole discretion, request access to the Affiliate’s traffic sources, marketing communications, ad placements, or related documentation for the purpose of verifying compliance with this Agreement. The Affiliate agrees to promptly cooperate with any such request.

4.17 The Affiliate shall be responsible for all acts and omissions of any third party engaged by them to promote or market on their behalf.

5. CHARGES AND PAYMENT  

5.1 The Affiliate shall receive commission from the relevant Company Party based on the traffic source jurisdiction, as specified in monthly reports.

5.2 The applicable Commission rate and structure shall be determined and confirmed by the Responsible Entity at its sole discretion and may be communicated via written notice, sign-up confirmation, or dashboard display.

5.3 The Responsible Entity will pay the Affiliate the Commission monthly in accordance with the agreed rate as confirmed by the Responsible Entity via written notice or the Affiliate Portal. All Commission payments are subject to a minimum threshold of £250 Sterling (or other currency equivalent).

If the Affiliate’s commission balance remains below this threshold for a continuous period of nine (9) months and no new depositing Players have been referred during that period, the Responsible Entity reserves the right to reset the balance to zero without further notice. 

5.4 Commission is payable on a receipts, not accruals, basis so if the Responsible Entity receives no revenue on any Transaction, no Commission is payable.

5.5 In the calculation of Net Revenue, if Net Revenue is negative due to (a) financial transaction fees, (b) bonuses, (c) loyalty rewards, (d) charge backs, (e) administration fees or (f) country taxes and betting duties on customer winnings, no Net Revenue will be paid and the balance will be set to zero.  However, a negative balance due to fraud costs will be carried over where applicable.

5.6 If in any given calendar month the commissionable revenue generated from the Affiliate’s referred players is negative due to a Large Winning from one or more of the Affiliate’s referred players, the Company shall have the right to carry forward any such negative amounts and the negative amounts will be applicable to and set off against any future Net Revenue payable to Affiliate until the negative balance has been fully set off against future positive Net Revenue.

5.7 Affiliate acknowledges and agrees that no payments are due to it under this agreement otherwise than as expressly set out in this agreement.

5.8 All sums payable under this agreement by the Responsible Entity are exempt for VAT purposes.

5.9 The Affiliate shall notify the Responsible Entity of any change in its contact or address details and shall duly complete all relevant forms requiring completion by any taxation or other government authority in relation to its activities under this agreement. 

5.10 The report that the Responsible Entity grants the Affiliate access to under Clause 2.7 shall include a statement of the amounts due from the Responsible Entity to the Affiliate for Transactions in the period to which the report relates. Except in the case of manifest error, the Responsible Entity shall pay the Affiliate the amount thereby shown to be due within 30 days after the date of the report.

5.11  As part of the Responsible Entity’s monthly payment process, the Responsible Entity conducts a data reconciliation to ensure accuracy and correct billing for the previous month.  This includes undertaking analysis to detect Affiliate Fraud and Affiliate Customer Fraud.  If the Responsible Entity suspects there has been Affiliate Fraud or Affiliate Customer Fraud, the Responsible Entity reserves the right to place restrictions on the Affiliate’s membership of the Responsible Entity’s affiliate programme and suspend all sums due to the Affiliate pending the outcome of a full investigation of the potential Fraud or Customer Fraud.  The Affiliate agrees to fully comply and co-operate with the Responsible Entity’s investigation into potential fraud and only once the Responsible Entity is satisfied that the investigation has been concluded to the Responsible Entity’s satisfaction will any restrictions be lifted and any payments be made to the Affiliate.

5.12 The Affiliate will submit a separate invoice to each Company Party for the commission due in their respective jurisdiction, based on the monthly reporting provided.

5.13 Revenue Share Commission payments shall be limited to a period of 18 months from the date of a Player’s first registration.

5.14 Commission will not be paid in respect of any Player that the Responsible Entity reasonably believes to be the Affiliate themselves.

5.15 The Responsible Entity reserves the right to withhold payment of any Commission if it reasonably suspects that the Affiliate has breached this Agreement.

5.16 The Responsible Entity reserves the right to reset the Affiliate’s commission balance to zero and close the Affiliate’s account without further notice if no new depositing Players have been referred for a continuous period of nine (9) months and the outstanding commission balance remains below £250.

5.17 The Responsible Entity may withhold Commission payments where it reasonably believes that making such payments would cause it or the Affiliate to breach any applicable laws.

5.18 If the Affiliate fails to refer any new depositing Players within a continuous period of three (3) months, the Responsible Entity reserves the right to suspend the Affiliate’s account and withhold any future Commission payments until the Affiliate resumes qualifying activity.

5.19 Unless otherwise agreed in writing, all Commission payments shall default to the standard rate and shall not accumulate across multiple campaigns, brands, or agreements.

5.20 Commission shall not be payable in respect of any customer who already holds an account with any brand operated by the Responsible Entity or any of its affiliates. The Responsible Entity reserves the right to withhold or claw back any commissions paid in relation to such existing or reactivated accounts, regardless of brand or jurisdiction.

5.21 Commission shall not be payable in respect of any Affiliate Customer whose account is, in the reasonable opinion of the Responsible Entity, associated with Affiliate Customer Fraud or any activity that constitutes Affiliate Fraud, as defined in this Agreement. This includes, but is not limited to, bonus abuse, violation of AML or other applicable laws, use of stolen payment methods, or any other deceptive or unlawful conduct.

Additionally, no commission shall be paid in respect of any Affiliate Customer whose account is suspended, self-excluded, closed for fraud, or otherwise deemed ineligible by the Responsible Entity for any reasonable regulatory, legal, or reputational reason.

The Responsible Entity shall not be liable to pay any Commission (including CPA, Revenue Share, or Hybrid payments) in respect of any referred Player who self-excludes within thirty (30) days of registration. Where a pattern of self-exclusion among referred Players is identified, the Responsible Entity reserves the right to review the quality of traffic and may withhold Commission payments specifically related to those self-excluded Players.

5.22 The Affiliate must submit valid invoices within six (6) months of the end of the commission period to which they relate. Failure to do so will render the relevant commission void and no payment shall be due. The Responsible Entity is under no obligation to remind or notify the Affiliate of outstanding invoice periods.

5.23 Unless otherwise agreed in writing by the Responsible Entity, all Commission arrangements shall default to a non-cumulative baseline structure.

5.24 Unless otherwise agreed in writing by the Responsible Entity, Commission will be paid in the following default currencies based on the contracting entity:

• Annexio (Jersey) Limited – GBP

• Annexio Limited – GBP

• Annexio Australia Pty Ltd – AUD

• Annexio South Africa (Pty) Ltd – ZAR

Where Commission is earned in a different currency, it will be converted into the relevant default currency using the exchange rate published by xe.com (or another commercially reasonable source determined by the Responsible Entity) on the date the Commission period is closed.

6. PROPRIETARY RIGHTS  

6.1 The Affiliate acknowledges that the Responsible Entity asserts ownership in all intellectual property rights in the Responsible Entity Website and associated services. Except as expressly stated in this clause 6, this agreement does not grant the Affiliate any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences belonging to the Responsible Entity. All such rights are reserved to the Annexio Group.

6.2 The Responsible Entity hereby grants to the Affiliate a non-exclusive, non-transferable licence, during the term of this agreement, to use the Annexio Group’s trade marks solely in connection with the display of the promotional materials on the Affiliate Web Link Pages and other marketing materials that the Affiliate may produce in order to promote the Responsible Entity’s business. This licence cannot be sub-licensed, assigned or otherwise transferred. The Affiliate’s right to use the Annexio Group’s trade marks is limited to and arises only out of this licence. The Affiliate shall not assert the invalidity, unenforceability, or contest the ownership of the Annexio Group’s trade marks in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice the Annexio Group’s rights in the trade marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill. The Affiliate must notify the Responsible Entity immediately if the Affiliate becomes aware of the misuse of the Annexio Group’s trade marks by any third party.  All use of the Annexio Group’s trade marks is subject to the Annexio Group’s Trade Mark Guidelines.

6.3 The Affiliate shall refrain from registering (or applying to register) any domain name that incorporates the Annexio Group’s Trade Marks or is similar to the Annexio Group’s Trade Marks or any other domain name that could be understood to designate the Annexio Group. If the Affiliate does register any domain name that is in breach of this clause the Affiliate agrees to transfer such domain name to the Responsible Entity within 2 weeks of being requested to do so by the Responsible Entity. The Affiliate will provide the Responsible Entity with all necessary assistance to ensure the prompt transfer of any domain name that is to be transferred pursuant to this clause. 

6.4 The Affiliate acknowledges that all customer data and records remain the exclusive property of the Responsible Entity.

7. CONFIDENTIALITY  

7.1 Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by Clause 7.2.

7.2 Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this Clause 7; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

7.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

7.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

7.5 This Clause 7 shall survive termination of this agreement, however arising.

8. DATA PROTECTION  

Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 and any successor legislation; in South Africa including the Protection of Personal Information Act 2013 and any successor legislation; in Australia including the Privacy Act 1988 and the Privacy Act Amendment Act 2024 and any successor legislation; and (ii) for so long as and to the extent that the law of the EU has legal effect in the UK, the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable EU regulation relating to privacy. This clause is in addition to, and does not reduce, remove or replace, a party’s obligations arising from such requirements.

9. INDEMNITY  

The Affiliate shall indemnify the Responsible Entity against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Responsible Entity arising out of or in connection with the Affiliate’s website or the marketing or sale of products or services on that website, provided that:

(a) the Affiliate is given prompt notice of any such claim;

(b) the Responsible Entity provides reasonable co-operation to the Affiliate in the defence and settlement of such claim, at the Responsible Entity’s expense; and

(c) the Affiliate is given sole authority to defend or settle the claim.

10. LIMITATION OF LIABILITY  

10.1 This Clause 10 sets out the entire financial liability of the Responsible Entity (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Affiliate:

(a) arising under or in connection with this agreement; and

(b) in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this agreement.

10.2 Except as expressly and specifically provided in this agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement. 

10.3 Nothing in this agreement excludes the liability of the Responsible Entity:

(a) for death or personal injury caused by the Responsible Entity’s negligence; or

(b) for fraud or fraudulent misrepresentation.

10.4 Subject to Clause 10.3:

(a) the Responsible Entity shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this agreement; and

(b) the Responsible Entity’s total aggregate liability in contract (including in respect of the indemnity in Clause 9), tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the amount paid under this agreement by the Responsible Entity to the Affiliate during the 12 months preceding the date on which the claim arose. 

11. DURATION AND TERMINATION 

11.1  This agreement shall commence on the Effective Date and shall continue unless terminated by either party on thirty (30) days’ notice or otherwise terminated as provided in Clauses 11.2 and 11.3.

11.2 The Responsible Entity may terminate this Agreement immediately if:

(a) it discontinues or withdraws, in whole or in part, its affiliate marketing programme. The Responsible Entity will endeavour to give the Affiliate as much notice of any discontinuation as reasonably practicable, but any such termination will be without liability to the Affiliate;

(b) the Affiliate fails to deliver 3 depositing customers over any 3 month period;

(c) the Affiliate carries out any action which, in the Responsible Entity’s reasonable opinion, might prejudice the Responsible Entity’s relationship with any regulatory authority or may lead to any form of regulatory sanction; or

(d) the Responsible Entity is ordered by any regulatory authority to terminate the relationship with the Affiliate.

(e) the Responsible Entity may terminate this Agreement immediately if it believes the Affiliate has acted in a manner that may damage the Responsible Entity’s brand.

11.3 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if:

(a) the other party commits a material breach of any term of this agreement which breach is irremediable or (if such a breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; 

(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(d) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);

(e) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

(f) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;

(g) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within fourteen days;

(h) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(i) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; 

(j) there is a change of control of the other party within the meaning of section 1124 of the Corporation Tax Act 2010; or

(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 11.3(b) to Clause 11.3(k) (inclusive).

12. CONSEQUENCES OF TERMINATION 

12.1 On termination of this agreement for any reason:

(a) all licences and benefits granted under this agreement shall immediately terminate.  The Affiliate must immediately remove all web pages linking the Affiliate to the Responsible Entity and cease all use of the Annexio Group’s trade marks;

(b) each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party; and

(c) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

12.2 If the Responsible Entity terminates this agreement for inactivity in accordance with clause 11.2(b), the Responsible Entity will be entitled to retain any sums due to the Affiliate.

13. FORCE MAJEURE  

 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 result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for six months, the party not affected may terminate this agreement by giving 30 days’ written notice to the affected party.

14. WAIVER  

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15. SEVERANCE  

15.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

15.2 If one party gives notice to the other of the possibility that any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

16. ENTIRE AGREEMENT  

This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

17. ASSIGNMENT AND OTHER DEALINGS 

17.1 The Affiliate shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this agreement without the prior written consent of the Responsible Entity.

17.2 The Responsible Entity may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.

18. NO PARTNERSHIP OR AGENCY 

Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

19. VARIATION  

The Responsible Entity may amend the terms of this Agreement at any time by providing written notice via email or by publishing updated terms on the Affiliate Portal.

20. THIRD PARTY RIGHTS  

A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

21. NOTICES  

21.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be sent by email to the following address:

• jink@annexio.com with copies to:

• paul@annexio.com (Paul Telford, Group General Counsel); and

• Jessica.dixon@annexio.com (Jessica Dixon, Group Company Secretary)

  
  

21.2 Any notice shall be deemed to have been received at the time of transmission, or, if this time fall outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt. 

22. GOVERNING LAW  

This 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 England and Wales.

23. JURISDICTION  

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.