Last Updated: 28 January 2022
It is important that you read and understand the contents of these terms and conditions (the “Agreement”). By continuing with your application to join our partners programme, you are agreeing (subject to our approval of your application) to the terms and conditions of this Agreement. In order to make an application to join our affiliate programme, you must be the owner of, or acting on behalf of the owner of, the website and/or social media that is signing up for this affiliate programme. If you do not agree with this Agreement or are not authorised to do so, you may not join the programme and you should discontinue your application.
1.1 This Agreement sets out the terms and conditions between Brand Star Limited (Nairabet), (53, Aso Grove Estate, Maitama Extension, Abuja, FCT, Nigeria, “Nairabet”, “we”, “us” or “our” as applicable) and you in relation to your application to set up an affiliate account (and membership of the affiliate programme if your application is deemed successful) to promote the “Nairabet Site” depending on the products you are signed up to promote by the creation of internet hyperlinks and other promotional links such as banners (the “Links”) from your website(s) and/or social media (your “Site”) or from your promotional emails (which we have pre-approved) to the Nairabet Site.
1.2 Nairabet Bet shall be entitled to exercise any of its rights or fulfil any of its obligations hereunder (including without limitation its payment obligations pursuant to Clause 5) through any company within the Nairabet Bet.
1.3 This Agreement supersedes all previous terms and conditions for our affiliate programme.
1.4 We reserve the right to change any part of this Agreement at any time. Where possible, notice of any material changes will be sent to the last email address provided by you to us in advance of such changes becoming effective but it is ultimately your responsibility to check these terms and conditions regularly. If any change is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in our affiliate programme after we have posted the changes will constitute binding acceptance of such changes. The latest modification of the Agreement will be as per the date stated at the top of this Agreement so please check this page regularly for updates.
2.1 By filling in the application form and ticking the check box you confirm that you are over 18 years old and are requesting membership to our affiliate programme and are agreeing to the terms and conditions of this Agreement. The application form will form an integral part of this Agreement.
2.2 We will in our sole discretion determine whether or not your application has been successful. Our decision is final and is not open to appeal.
2.3 We will notify you by email if your application has been successful.
3.1 Throughout the term of this Agreement, you shall:
3.2 Throughout the term of this Agreement, you shall not:
3.3 If we determine, in our sole discretion, that you have breached any of the provisions of Clauses 3.1 or 3.2, we may (without limiting any other rights or remedies available to us) withhold any monies otherwise payable to you under this
Agreement and/or terminate this Agreement.
3.4 Neither you nor your direct relatives nor any connected party on your behalf (whether a director, contractor, partner, agent, employee or otherwise) are eligible to become a Customer (as such term is defined in Clause 5.1) and you shall not be entitled to any share of Net Revenue or any other remuneration from Nairabet in relation to such persons. Direct relatives in this context shall include your spouse, partner, parent, child or sibling.
3.5 Only one affiliate account is permitted per affiliate. Nairabet reserves the right to close down any duplicate accounts and to cancel any amounts otherwise due under such accounts.
3.6 Nairabet shall have the right to examine your books, records, systems and other materials and information relating to this Agreement and the services provided hereunder for the purposes of ascertaining your compliance or otherwise with the terms hereof. For that purpose, you hereby grant to Nairabet and its professional advisers a right of access to your premises, systems and information on the giving of reasonable notice during normal business hours. Nairabet and its professional advisers shall have the right to take copies of any records it reasonably requires and you shall provide all necessary cooperation free of charge.
3.7 Nairabet will pay the agreed affiliate commission on:
Affiliate traffic from sites where customer’s country origin is the same as the country of the website and/or social media advertised. Any other countries of customer’s origin are marked as Restricted Territories.
For example, we only accept customers acquired from Nigeria for the Nairabet website.
3.8 You will not market or promote any Nairabet Site within or to persons from any Restricted Territories; or be involved in any traffic coming from any Restricted Territories; or allow, assist or encourage circumvention of any restriction put in place by Nairabet in connection with Restricted Territories. Any changes to this list will be communicated. If we determine, in our sole discretion, that you have breached this Clause
3.9 we may (without limiting any other rights or remedies available to us) withhold any monies otherwise payable to you under this Agreement and/or terminate this Agreement.
4.1 Nairabet will provide you with the Links in various formats (e.g. flash, animated gif and text formats). At our sole discretion, the Links may include a bespoke affiliate ID (an “Affid”) which may be modified by us from time to time. An AffId may be created during a particular campaign (for example during a particular overarching Nairabet campaign) in which case a redirect will be put into place via the Link.
4.2 Subject to your complying with all of the terms of this Agreement, Nairabet shall use all reasonable endeavours to ensure that whenever a Customer links to the Nairabet Site through the Links and subsequently places a bet with Nairabet, the relevant customer is identified as originating from your Site. However, Nairabet shall not be liable to you in any way if Nairabet is unable to identify a Customer as originating from your Site. You should note in particular that if you do not comply with the requirement to obtain consent to tracking, or where an end user refuses to
grant such consent, or where you fail to comply with any other applicable laws including in relation to data privacy and security, we shall not be liable to you in any way in respect of the actions of that end user or Customer.
5.1 In this Clause 5 the following words shall have the following meanings:
“Customers” shall mean visitors from your Site who enter the Nairabet Site via the Links and who register (to include the provision of a valid email address and such other information as Nairabet may require) and open an account with Nairabet and where such visitor complies with the terms and conditions of the Nairabet Site
and places a bet with Nairabet or any of its partners on the particular product or service the subject of our agreement with you (for example, if our agreement with you relates to sports betting, only bets placed on sports betting will be counted, and not stakes wagered on games etc.). For the avoidance of doubt it shall exclude any end user that is at that time an existing or previous customer of Nairabet Site“
“Net Casino or Slots Winnings” means total winnings from Customers (stakes received less winnings paid out) generated by the casino product accessible via the Nairabet websites or any downloadable client less any payments to third party software providers, the cost of any promotional offers (including any sign up bonuses), any jackpot contributions which Nairabet must pay in respect of any Customers, adjustments made for any credit card charge-backs or any other reversal of a payment, fraudulent or otherwise voided or modified transactions, bad debt, and liability to any betting duty or licensing fees for data or other duty, tax or expense that may arise;
“Net Fixed Odds Winnings” means total winnings from Customers’ fixed odds betting (stakes received less winnings paid out) less adjustments made for any credit card charge-backs or any other reversal of a payment, fraudulent or otherwise voided or modified transactions, bad debt, the cost of any promotional offers (including any sign up bonuses), payments to any sporting bodies hedging costs and liability to any betting duty or licensing fees for data or other duty, tax or expense that may arise.
“Net Multiples Winnings” means total winnings from Customers’ multiples betting via the Nairabet website (stakes received less winnings paid out) less adjustments made for any credit card charge-backs or any other reversal of a payment, fraudulent or otherwise voided or modified transactions, bad debt, the cost of any promotional offers (including any sign up bonuses), payments to any sporting bodies hedging costs and liability to any betting duty or licensing fees for data or other duty, tax or expense that may arise;
“Net Revenue” means the total of Net Fixed Odds Winnings, Net Multiples Winnings and Net Casino Winnings generated by Customers;
“Revenue Share” shall mean revenue share payments described in clause 5.3;
5.2 You will be able to indicate your initial preferred payment option (“Commission Option”) in your Application. The chosen option will be confirmed by Nairabet if Nairabet accepts your Application.
5.3 You may request to change your Commission Option via the Affiliate Programme Site no more than once every calendar month. Nairabet may accept or reject any such request in its complete discretion. If your request is accepted the new Commission Option will come into effect on the 1st of the following calendar month and will only apply to Customers introduced after that date.
5.4 Nairabet may withdraw a Commission Option at any time by giving notice to you. You will then be required to select another Commission Option via the Affiliate Programme Site which will apply to any Customers whose date of first registration is on or after your date of selection.
5.5 Other Commission Options may be introduced by Nairabet from time to time in relation to the Nairabet Site. Any such payments will be detailed on the commission page of your Nairabet Affiliate account. Nairabet reserves the right to make changes to your commission page, including to the levels of commission due to you, and any such changes shall take effect immediately on their being changed in your commission page. Please note that you are required to have at least 3 active customers in a month to be entitled to receive commissions.
5.6 You agree that Nairabet will raise sales invoices for the transactions covered by this Agreement on your behalf until this Agreement terminates in accordance with Clause 12. You will not raise sales invoices in respect of the transactions covered by this Agreement.
5.7 You will notify Nairabet immediately if you:
5.8 You agree to notify Nairabet within 14 days of issue of the invoice if there are any errors on the invoice.
5.9 You shall indemnify on demand and hold us harmless from and against any and all losses, demands, claims, damages, costs, expenses (including, but not limited to, consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by Nairabet in consequence of any breach by you of this Clause 5.16 or as a result of your VAT status being different from that notified to us.
5.10 Nairabet may engage the services of a third party (currently “NetRefer”) to provide both the affiliate platform and system maintenance. We have service levels in place and expect these to be upheld but ultimately we do not have total control over these services and therefore cannot be held responsible for any failures arising from such third party services. You shall cooperate with us, and to the extent necessary our third party service providers, to give effect to the terms and spirit of this Agreement.
5.11 We shall make reasonable efforts to make any payments due to you in a timely fashion. However, we shall not be liable for occasional delays or delays outside of our control. For example, any changes in the contact or banking details provided by you may give rise to a delay of up to 60 days in making any payments due. Where you become aware of any overdue payments due to you, please contact us immediately and we will seek to resolve the matter as soon as possible.
5.12 We shall use reasonable endeavours to make payments due to you using the payment details provided to us. However, in certain circumstances we may be unable to make payments to you for reasons outside of our control (for example where the bank account details provided are inaccurate or incomplete). Where this occurs, we shall make reasonable efforts for a period of up to six (6) months to contact you via the contact details last provided by you to Nairabet to obtain
alternative payment details. If we are still not in a position to make the payments after this period, we may close or suspend your account without further notice and you shall be deemed to have forfeited any entitlement to payment.
5.13 If an error is made in the calculation of your share of the revenue share, Nairabet reserves the right to correct such calculation at any time and to reclaim from you any overpayment made by Nairabet to you (including, without limitation, by way of reducing future payments which might otherwise be due to you from us from time to time).
5.14 It is the policy of Nairabet to actively prevent, to the extent within its control, money-laundering and any activities that facilitate money-laundering or funding of terrorist or criminal activities. Nairabet reserves the right to attempt to verify your identity through the information provided by you, by obtaining information from public sources or by such other means as it reasonably deems necessary.
5.15 You shall provide us with any supporting documents (e.g. any or all of the following for individuals: valid passport copy; valid driving licence copy; a copy of a utility bill; a bank statement, or in the case of a corporation: a copy of the company’s certificate of incorporation; constitutional documentation; information regarding the identity of the beneficial owner of the company and the identity of the directors of the company) requested by us and you understand that payments may be delayed if supporting documents are not provided.
5.16 You warrant and represent that you shall at all times:
5.17 Breach of Clause 5.16 shall be deemed a material breach of this Agreement.
5.18 You are solely responsible for your own marketing and promotional activities and you shall carry out such activities in a responsible manner, complying with all applicable laws, regulations and advertising codes. In particular you:
(a) shall have appropriate privacy and security safeguards in place; and
(b) shall comply with your obligations in Clause 5.16 and Clause 3.8. You shall immediately comply with Nairabet’s requests in relation to this Clause 5.18
Where you fail to do so, Nairabet reserves the right to immediately terminate this Agreement.
6.1 Nairabet makes every effort to ensure that no errors are made in the calculation of amounts due to affiliates. However, human, systems’ and/or third party error may occasionally result in errors. Nairabet reserves the right to correct any obvious errors and to void any payments (to include the right to be reimbursed where payments have been made in error) where such have occurred.
6.2 In the case of any blatant errors in payments made (including for example where the payment made is materially different to previous or comparable payments/periods and/or the payment is clearly incorrect, depending on all of the
circumstances), the amount paid will be rebalanced at the appropriate rate. Should you be credited in error, it is your responsibility, and you undertake, to notify Nairabet of the error without delay. You hereby undertake to provide your full cooperation to Nairabet to correct any such errors, including by way of the return of any over-payments. Nairabet may set off any payment obligation due to us from you against any future payment obligation owed by us to you under this Agreement.
7.1 Nairabet reserves the right to seek criminal or other sanctions against you if we suspect you have engaged in fraudulent, dishonest or criminal acts and we will disclose such information to the relevant authorities or other relevant third parties as may be necessary in this regard. Fraudulent acts include acts by you which are made in bad faith and/or acts which are intended to defraud Nairabet.
7.2 Nairabet aims to make betting a fun and entertaining experience, whilst at the same time taking our responsibilities very seriously. To this end, we strive to:
7.3 You undertake not to knowingly or negligently, through any act or omission, conflict in any way, or cause Nairabet to be in conflict in any way, with any of the objectives set out in Clause 7.2.
7.4 Nairabet reserves the right to immediately suspend or terminate any account it believes such account to be involved in fraud, money-laundering and/or any other form of illegal or suspicious activities, to withhold any amounts due on the account, and to report such details as it reasonably considers are necessary to relevant authorities.
8.1 We hereby grant to you a non-exclusive, non-transferable, revocable licence, solely during the term of this Agreement, to use such Nairabet intellectual property, including without limitation any logo, trade mark, trade name,
design or other similar identifying material owned by or licensed to Nairabet or Nairabet members as we make available to you via our online Nairabet Partners media gallery and via electronic newsletters solely.
8.2 This licence cannot be sub-licensed, assigned or otherwise transferred by you without Nairabet’s prior written approval.
8.3 This licence will be terminated automatically upon the termination of this Agreement for any reason.
8.4 You shall not assert the invalidity, unenforceability, or contest the ownership of the marketing materials in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice our or our licensor’s rights in the marketing materials, render the same generic, or otherwise weaken their validity or diminish their associated goodwill (which shall vest exclusively in Nairabet).
8.5 You shall not register or attempt to register, or be complicit in any third party registering or attempting to register, any trade mark, trade name, logo, or similar identifying material that contain the marketing materials or are confusingly similar to or are comprised of any of the marketing materials or any other of our intellectual property rights.
8.6 You undertake not to register or attempt to register or be complicit in or cooperate with any third party registering or attempting to register, any domain name which is similar to the Nairabet Site, including (for the avoidance of doubt) any misspellings, other variations of the domain names or other likenesses. Where you breach this Clause 8.5 you will immediately cease use of any such domain and transfer such domain to us or a third party elected by us.
8.7 You undertake to provide all reasonable cooperation with us in protecting the marketing materials against third party infringement or any other attack.
9.1 Each party to this Agreement represents and warrants to the other that it has, and will retain throughout the Term all rights, title and authority to enter into this Agreement, to grant to the other party the rights and licences granted in this Agreement and to perform all of its obligations under this Agreement.
9.2 You are solely responsible for the operation and content of your Site and you represent, warrant and undertake that your Site shall contain no material which is defamatory, sexually explicit, unlawful, harmful, threatening, obscene, harassing, or racially, ethnically, or otherwise objectionable or discriminatory, violent, politically sensitive or otherwise controversial or in breach of our rights or any third party rights and shall not link to any such material. We shall not be liable for any claims by third parties relating to your Site or any of the products or services associated therewith and you will fully indemnify us in respect of any losses we or any member of the Nairabet Site in connection with any such claims.
9.3 You warrant and represent that you are of legal age for gambling as determined by relevant legislation in your jurisdiction. Affiliates who are under 18 years of age are not permitted to participate in the affiliate programme.
9.4 You warrant and represent that you will not, directly or indirectly:
(a) do any act or omission that disparages the Nairabet Site, or is damaging to the interests, reputation or goodwill of the aforementioned parties and sites; or
(b) do any activity that in our reasonable opinion would be deemed unsuitable, inappropriate or fraudulent.
10.1 The Nairabet Site and the Links are provided “as is” without any express or implied warranty of any kind, and all warranties including warranties of merchantability, non-infringement of intellectual property rights, fitness for
any particular purpose, and of completeness or accuracy of content are hereby excluded to the fullest extent permitted by law. Neither Nairabet nor any of its licensors gives any warranty that the supply of material and content on, or
links to or from, the Nairabet Site and/or the Links will be uninterrupted, timely, secure or error free or that they are free of viruses or bugs.
11.1 You shall indemnify Nairabet on demand and hold us harmless from and against any and all losses, demands, claims, damages, costs, expenses (including, but not limited to, consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by the Nairabet Site in consequence of any breach, non-performance or non-observance by you of any of your obligations or warranties under this Agreement.
11.2 Nothing in this Agreement limits or excludes either party’s liability for death or personal injury or for breach of any of the indemnities under this Agreement, for which liability shall not be limited.
11.3 We shall not be liable to you in contract, tort, or otherwise (including liability for negligence) for loss whether direct or indirect of business, revenue or profits, anticipated savings or wasted expenditure, corruption or destruction of data or for any indirect or consequential loss whatever.
11.4 We shall not be liable for any loss or damage that you may suffer because of any act of God; power failure; trade or labour dispute; act, failure or omission of any government or authority; obstruction or failure of telecommunication
services or networks; or any other act, omission, delay or failure caused by a third party or otherwise outside of our control.
11.5 The liability of Nairabet shall not, in any event, exceed the sum of the total monies paid by Nairabet to you over the twelve (12) month period preceding the date on which any liability accrued.
11.6 In no event shall we be responsible for any claim or dispute between you and any user of your Site.
12.1 This Agreement shall commence (or commenced, in the case of existing affiliates) on the date that Nairabet notifies (or notified, in the case of existing affiliates) you that your application to join the Nairabet affiliates programme has been successful and shall continue until terminated in accordance with this Clause 12.
12.2 Either party may terminate this Agreement forthwith on written notice if a receiver, examiner or administrator is appointed of the whole or any part of the other party’s assets or the other party is struck off the Register of Companies in the jurisdiction where it was incorporated or an order is made or a resolution passed for winding up of the other party (unless such order or resolution is part of a voluntary scheme for the reconstruction or amalgamation of that party as a solvent corporation and the resulting corporation, if a different legal person, undertakes to be bound by this Agreement), if you are subject to bankruptcy proceedings, or if you are subject to any similar process or procedure to those described in this Clause 12.2 in any part of the world.
12.3 Nairabet may immediately suspend or terminate this Agreement upon notice to you:
(a) where you materially breach any term of this Agreement and fail to remedy the breach (if remediable) within the time period specified by Nairabet
to remedy same;
(b) in accordance with its rights set out in Clause 3.3, Clause 3.8, Clause 5.16, Clause 5.18 or Clause 7.4; or
(c) where you are in breach of any warranty within this Agreement. Nairabet reserves the right to withhold any amounts due to you in such circumstances (whether or not such amounts are generated by the breach).
12.4 Nairabet may suspend or terminate this Agreement at its discretion immediately upon notice if it considers that you are for any reason unsuitable to be an affiliate. Nairabet shall not be required to disclose its reasoning in connection with any such suspension or termination. Where Nairabet discloses its reasons for such suspension or termination, it may withhold and/or terminate any payments that otherwise may have been due to you.
12.5 Either party may terminate this Agreement on delivery of seven (7) days’ prior written notice to the other party.
12.6 Termination of this Agreement shall not prejudice any rights of any party which may have arisen on or before the date of termination.
12.7 Upon termination of this Agreement for any reason, you shall remove all of the Links and any other Marks or content owned, developed, licensed or created by Nairabet and/or provided to you by Nairabet in connection with this Agreement from your Site and all rights and licences granted to you in this Agreement shall immediately terminate.
12.8 We shall be entitled to deduct from any payments due and payable to you, any such debts and liabilities due to Nairabet, if any.
12.9 For the avoidance of doubt, you shall not be entitled to any revenue share in respect of revenues generated by Customers following the termination of this Agreement.
13.1 This Agreement (including your application form) contains the entire agreement between the parties with respect to its subject matter and supersedes all previous agreements and understandings between the parties with respect to its subject matter.
13.2 For the purposes of this Agreement, the Parties are independent contractors and nothing in this Agreement will create any partnership, joint venture or employment relationship between us. You will have no authority to make or
accept any offers or representations on our behalf.
13.3 You shall not assign or sub-contract any of your rights and/or obligations under this Agreement without Nairabet’s prior written consent.
13.4 No delay, neglect, or forbearance on the part of either party in enforcing against the other party any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement.
13.5 If any provision of this Agreement is held to be void or unenforceable in whole or part, the impugned provision (or part thereof) shall be deemed to be deleted from this Agreement and the remaining provisions (including the remainder of
the affected provision) shall continue to be valid and applicable.
13.6 Any notice given or made under this Agreement to Nairabet shall be by email to [email protected] Nairabet shall send you any notices given or made under this Agreement to the email address supplied on your application form or such other email address as notified by you to Nairabet.
13.7 During the term of this Agreement, you may be entrusted with confidential information relating to the business, operations, or underlying technology of Nairabet and/or the Nairabet affiliate programme. You agree to avoid disclosure or unauthorised use of the confidential information to third persons or outside parties unless you have Nairabet’s prior written consent. You shall use such confidential information only for purposes necessary to further the purposes of this Agreement. Your obligations with regard to confidential information shall survive termination of this Agreement and you shall fully indemnify us for any losses Nairabet Sites suffers (directly or indirectly) in connection with your breach of this Clause 13.6.
14.1 This Agreement and any claim, dispute or matter arising under or in connection with it, its subject matter or its enforceability shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
14.2 The Parties irrevocably agree that if the Parties do not agree to refer a dispute to mediation or conciliation under the Lagos State Multidoor Court House, the Parties shall refer the dispute to a court of competent jurisdiction in Lagos State, Nigeria which shall have exclusive jurisdiction to settle any claim or dispute arising out of or in with this Agreement, its subject matter or its enforceability.