Affiliate Agreement

Last Updated: January 01, 2024

1. INTRODUCTORY PROVISIONS

1.1.  By creating an account on the website https://mb.partners/ and selecting the checkbox indicating "I have read and agree to the Terms & Conditions, Data Protection, and Cookie Policy" during the registration process, you confirm that you have thoroughly reviewed, comprehended, and consent to abide by the terms outlined in this Affiliate Agreement ("Agreement"). This Agreement constitutes a legally binding contract between LeadBizz Limited, a legal entity incorporated and officially registered in Hongkong, China, under registration number 76123278, with its registered address at Flat A 8/F, Kingswell Comm Tower, 171 Lockhart Rd, Wan Chai, Hong Kong, China ("LeadBizz Limited"), and yourself ("Affiliate"). For the purposes of this Agreement, LeadBizz Limited and the Affiliate will be individually referred to as a "Party" and collectively as the "Parties".

1.2. Modifications to this Agreement: MB.Partners reserves the right to change, amend, or modify this Agreement at its discretion. In the event of any such changes, MB.Partners will release the updated version on the website https://mb.partners/, update the effective date, and notify active Affiliates via email ten (10) days before the revised Agreement takes effect. If an Affiliate disagrees with the updated Agreement, they must terminate this Agreement. The Affiliate's ongoing participation in the Affiliate Program following the effective date of the revised Agreement will be construed as acceptance of the updated terms. 

1.3. Definitions and Interpretation

"Advertisement" refers to marketing or creative materials, including but not limited to banners, generated direct links, reviews, landings, etc., provided or made available by one Party to the other Party. These materials are designed to attract potential Referred Customers through the Link(s) to the Website(s).

"Admin Fee" represents a fee deducted by MB.Partners, amounting to 9-10% of each deposit/payment made by a Referred Customer on any of the Websites. This fee is applicable solely to the Revenue share model.

"Affiliate Manager" refers to a designated representative or personnel appointed by MB.Partners, responsible for managing and overseeing the Affiliate Program. The Affiliate Manager serves as the primary point of contact between MB.Partners and the Affiliate, providing support, guidance, and facilitating communication. Their role includes addressing queries, assisting with promotional strategies, monitoring performance, and ensuring compliance with the terms and conditions outlined in this Agreement. 

“Affiliate Program” denotes the affiliate program presented by MB.Partners, as outlined in Section 2.2 below. Under this program, the Affiliate undertakes to promote and advertise the Brands, attracting direct Referred Customers to the Website in exchange for Commission, as per the terms of this Agreement.

“Affiliate Site” refers to the website(s), mobile or app site(s), or other methods employed by the Affiliate to direct traffic. These are owned, controlled, or operated by the Affiliate and specified in their application to join the Affiliate Program.

“Affiliate's Account” represents an account established by the Affiliate on the https://mb.partners/ website for accessing the Affiliate Program.

“Baseline” signifies the minimum deposit amount that triggers the CPA.

“Brands” encompasses any brands, whether registered or unregistered, owned and/or licensed to MB.Partners.

“Claim” holds the meaning ascribed in Section 5.2.

“Commission” refers to the monetary compensation paid by MB.Partners to the Affiliate for the provision of Services in accordance with the terms outlined in this Agreement.

“Confidential Information” encompasses all information disclosed by MB.Partners to the Affiliate pertaining to MB.Partners’ business or its business relationship under this Agreement. This includes, but is not limited to, information concerning Website(s), Brands, finances, products, services, customers, and suppliers. Such information is conveyed by MB.Partners to the Affiliate, either directly or indirectly, in oral, written, or any other form.

Confidential Information excludes information that: (i) becomes public without breaching this Agreement by the Affiliate; (ii) was in the possession of the Affiliate before receiving it from MB.Partners; (iii) is obtained by the Affiliate from a third party not under an obligation of confidentiality to MB.Partners; (iv) is independently developed by the Affiliate without utilizing any Confidential Information of MB.Partners; or (v) is permitted to be disclosed by MB.Partners in writing.

“CPA” or “Cost Per Action” denotes a specific type of the Affiliate Program wherein MB.Partners pays for each specified action linked to the Advertisement.

"CPL” or “Cost Per Lead” represents a specific type of the Affiliate Program in which MB.Partners compensates for each Referred Customer registered on the Website via Single Opt-In/Double Opt-In.

“Data Controller” has the meaning given to it in applicable Data Protection Laws.

“Data Processor” has the meaning given to it in applicable Data Protection Laws.

“Data Protection Laws” means any and all applicable data protection and privacy laws including (i) the EU GDPR; (ii) the UK GDPR; (iii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iv) any and all national laws made under or pursuant to any of the foregoing, in each case as amended or superseded from time to time. 

“EU GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.

“EU SCCs” means the Standard Contractual Clauses in accordance with the EU Commission Implementing Decision (EU) June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, or any other standard contractual clauses issued by the EU Commission which replace such clauses from time to time.

“Force Majeure” shall have the meaning assigned in Section 10.1.

“Fraud” refers to a deliberate act by a Qualified Customer and/or the Affiliate aimed at obtaining money from MB.Partners and/or the Website Owner through either (i) intentional deception or (ii) violation of the Website's Rules, including but not limited to Terms and Conditions and other applicable documents.

“GEO” denotes the agreed-upon territories from which a Referred Customer is referred by the Affiliate. The list of GEO is specified by MB.Partners.

“Good Industry Practice” signifies the utilization of standards, practices, methods, and procedures, along with the exercise of a degree of skill, care, diligence, prudence, and foresight. These practices are reasonably and ordinarily expected from a skilled and experienced professional provider of digital marketing and traffic acquisition services in similar circumstances.

“Hybrid Affiliate Program” represents a specific type of Affiliate Program that combines the characteristics of Revenue Share and CPA.

“Intellectual Property Rights” encompasses, without limitation, patents, know-how, trademarks, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in designs, database rights, and all other intellectual property rights. These rights may be registered or unregistered, including applications and rights to apply for, renewals or extensions of, and rights to claim priority from such rights and all similar or equivalent rights or forms of protection existing or future in any part of the world.

“Material breach” signifies any violation of the terms and conditions of this Agreement and/or an act of gross negligence or willful misconduct by either Party. This includes but is not limited to spamming, breach of marketing rules, and fraud.

“Net Revenue” represents the revenue generated by MB.Partners from Referred Customers during the Settlement Period. This is net of bonuses, royalties to the Website(s) owner(s), and cashbacks, discounts, returns, and applicable taxes, if any.

“Personal Data” encompasses any information related to an identified or identifiable natural person (“data subject” as defined in the applicable Data Protection Laws).

“Purpose” refers to the objective of promoting and advertising the Website with the intention of attracting potential Referred Customers through the Link(s) to the Website(s).

“Referred Customer” describes a user who accesses the Website by clicking a Link, registers on the Website, and has neither had nor currently has an account on the Website.

“Renewal Terms” holds the meaning ascribed in Section 4.1.

“Revenue share” denotes a specific type of the Affiliate Program where Net Revenues generated from Referred Customers in the Settlement Period are distributed between MB.Partners and the Affiliate based on a pre-agreed percentage determined during communication between the Parties.

“Qualified Customer” represents a Referred Customer who makes a deposit, as agreed within the specific Affiliate Program, on the Website within the agreed period and maintains this deposit on the Website. This definition excludes the Affiliate, its employees, and other individuals specified in clause 3.2.15 of these Terms. Importantly, a user does not qualify as a Qualified Customer for a Website if they have previously registered an account on that Website.

“Settlement Period” defines a period during which Services are provided, commencing at 00:00:00 AM on the first day of the calendar month and concluding at 11:59:59 PM on the last day of the calendar month (time: GMT +0).

“Services” carries the meaning assigned in Section 2.1.

“SPAM” or “Unsolicited Advertisement” refers to an Advertisement, including but not limited to content that (i) derogates or distorts a nation, race, or of derogatory nature based on a person’s sex, sexual orientation, race, or nation; and/or (ii) is of pornographic, indecent, immoral, or otherwise offensive nature; and/or (iii) is defamatory, libelous, or slanderous; and/or (iv) promotes ethnic or religious hostility or intolerance; and/or promotes violence, political unrest, or war; and/or (v) endangers national or international security, national integrity, or the constitutional order of any country; and/or falsely expresses or implies sponsorship or endorsement by MB.Partners; and/or (vi) may be deemed malicious or harmful, potentially damaging any electronic system or network, containing viruses, Trojans, spy programs, steal-ware, cookie-stuffing, any form of click-fraud, or generally malware of any kind; and/or (vii) is sent to a Referred Customer without their prior due consent, if consent is required under applicable laws, in the case of email or SMS marketing.

“Subcontractors” holds the definition as outlined in Section 2.3.

“Website(s)” refers to an online information resource with a unique URL address. It encompasses a collection of interconnected web pages sharing common subject characteristics and intended for the publication of information on the Internet. Ownership, licensing, and/or operation of these websites are attributed to MB.Partners.

“UK GDPR” means the EU GDPR as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018, and applicable secondary legislation made under that Act.

“UK Addendum” means the International Data Transfer Addendum to the EU SCCs (version B1.0, in force from 21 March 2022) issued by the UK Information Commissioner’s Office under S119(A) of the UK Data Protection Act 2018, as may be amended, superseded, or replaced from time to time.

1.4. In this Agreement, unless expressly stated otherwise:

(a) a statute or statutory provision includes a reference to the statute or statutory provision as altered, re-enacted, or both, from time to time, and any subordinate legislation made under it;

(b) Clauses, Schedules, and/or parties refers to Clauses of and Schedules and/or the Parties to this Agreement, respectively;

(c) a document is a reference to the document as supplemented, novated, or varied from time to time;

(d) reference to a party, upon any assignment or other transfer permitted by this Agreement, is to be construed to include those successors and permitted assigns or transferees;

(e) the singular includes the plural and vice versa, and the masculine includes the feminine and the neuter genders and vice versa;

(g) in case of any conflict, ambiguity, or inconsistency between the Clauses and the Schedules, the Clauses will take precedence;

(i) writing includes email or Skype but excludes fax transmission, telegram, and all other electronic means of written communication.

1.5. The contents page and headings utilized in this Agreement are included for convenience only and do not impact the interpretation of this Agreement.

1.6. In this Agreement, any phrase introduced by the words "include," "including," "includes," and "such as" is to be considered illustrative and does not limit the sense of the words preceding those words.

2. PROVISION OF SERVICES

2.1. The Affiliate is obligated to furnish digital marketing and traffic acquisition services, collectively referred to as the "Services". MB.Partners, in turn, undertakes to remunerate the Affiliate for these Services based on the selected Affiliate Program(s), the terms and conditions delineated in this Agreement, and any supplementary terms mutually consented to in writing through the designated communication channel.

2.2. Within the Affiliate's Account, the Affiliate possesses the option to select any or all of the available Affiliate Program types. The Parties shall engage in written discussions via the chosen communication channel to deliberate on the interests, rates, and additional terms and conditions associated with each specific Affiliate Program type. The potential types of Affiliate Programs may encompass:

2.2.1. Revenue Share:

Revenue Share with static percentage: MB.Partners shall pay the Affiliate agreed rate from the Net Revenue generated from the Referred Customers during each Settlement Period.

2.2.2. Cost Per Action:

Aggregated Baseline: MB.Partners shall pay the Affiliate agreed amount per each Qualified Customer (depending on the traffic source and GEO), who makes one or several deposits, cumulatively in the amount no less than agreed during each Settlement Period.

Baseline: MB.Partners shall pay the Affiliate the agreed amount per each Qualified Customer (depending on the traffic source and GEO), who makes a first deposit in the agreed amount per each Qualified Customer (depending on the traffic source and GEO), who makes the first deposit in the amount no less than agreed amount of EUR during each Settlement Period.

Dynamic CPA: MB.Partners shall pay the Affiliate agreed amount of EUR per each Qualified Customer depending on the number of Qualified Customers acquired on a daily basis.

2.2.3. Hybrid Affiliate Program:

Hybrid Affiliate Program means a type of Affiliate Program which combines CPA and RevShare. Please note that in the case of the Hybrid Affiliate Program, the negative RevShare balance cannot be compensated at the cost of CPA balance.

2.2.4. Cost Per Lead:

MB.Partners shall pay the Affiliate agreed amount per each Referred Customer (agreed amount of EUR for Single Opt In / Double Opt In Registration).

2.2.5. Flat Fee:

MB.Partners shall pay the Affiliate the fixed Commission in EUR.

2.3. The Affiliate has the option to enlist subcontractors (referred to as "Subcontractors") for the purpose of disseminating MB.Partners' Advertisements across the Internet.

2.4. MB.Partners confers upon the Affiliate a non-exclusive, transferable, and revocable license, permitting the use, reproduction, transmission, and distribution of Advertisements exclusively for promotional purposes in alignment with the terms outlined in this Agreement (referred to as the "Permitted Use").

2.5. MB.Partners acknowledges that Advertisements supplied by MB.Partners may be transferred, used, and/or modified by Subcontractors engaged in rendering Services as per this Agreement, subject to prior written approval from MB.Partners.

2.6. MB.Partners, the Affiliate, and Subcontractors hold the entitlement to generate any Advertisements under this Agreement. The Affiliate bears the responsibility for ensuring that Advertisements, created by itself and/or Subcontractors, comply with applicable legislation and the terms of this Agreement.

2.7. The Affiliate explicitly assures that neither the Affiliate nor Subcontractors will use and/or modify Advertisements provided by MB.Partners in any manner contrary to the Permitted Use or in violation of applicable legislation and/or conditions stipulated in this Agreement. The Affiliate assumes sole liability for any breach of the Permitted Use and/or non-compliance with applicable legislation by the Subcontractors.

2.8. Non-Exclusivity: This Agreement is non-exclusive and does not impede or limit either Party from entering into similar or different agreements with third parties.

2.9. Affiliate's Account: To partake in the Affiliate Program, the Affiliate must establish an account on the https://mb.partners/ website. The Affiliate is obligated to maintain the confidentiality, safety, and security of their account login details. They shall be solely accountable for any unauthorized use of their account login details and for all activities on the Affiliate's Account, whether authorized by the Affiliate or not. The Affiliate must promptly inform MB.Partners of any suspected illegal or unauthorized use of their Affiliate's Account.

2.10. Affiliate Site: The Affiliate Site participating in the Affiliate Program must adhere to the following stipulations:

2.10.1. It is prohibited from endorsing or facilitating violence and hate speech.

2.10.2. It should not endorse or facilitate discrimination based on various criteria such as age, anthropometric measures, body composition, caste, color, criminal record, height, disability, ethnicity, family status, gender identity, generation, genetic characteristics, marital status, nationality, race, religion, political views, sex, and sexual orientation.

2.10.3. It must refrain from incorporating material or content that is objectively deemed as abusive, derogatory, defamatory, discriminatory, embarrassing, harassing, harmful, hateful, libelous, misleading, obscene, offensive, profane, racist, sexist, or threatening.

2.10.4. It is prohibited from featuring illegal pornography or any other illegal sexual content.

2.10.5. It should not include deceptive, false, or misleading content, encompassing deceptive claims, offers, or business practices.

2.10.6. It must not harbor viruses, spam, malware, algorithms, logic bombs, or any other harmful software or code.

2.10.7. It should not endorse or facilitate the illegal use of drugs and other medical supplies.

3. PARTIES' RIGHTS AND RESPONSIBILITIES

3.1 The Affiliate is obligated to:

3.1.1. Designate a responsible authorized representative to address current issues pertaining to the provision of Services outlined in this Agreement.

3.1.2. Deliver Services diligently, honestly, and in good faith, consistently meeting the requirements delineated in the Agreement and adhering to Good Industry Practices.

3.1.3. Ensure the commencement of the placement of Advertisement(s) and Brands on Internet resources in accordance with the terms of this Agreement.

3.1.4. Abstain from utilizing any Advertisement(s) and Brands in a fraudulent, illegal, or inappropriate manner, acting in good faith.

3.1.5. Guarantee that Advertisement(s) and/or Promotional materials, whether generated by MB.Partners or created/modified by the Affiliate and/or Subcontractors, do not:

• 3.1.5.1. Contain information qualifying as SPAM or Unsolicited Advertisement.
• 3.1.5.2. Include Personal Data or any references to natural persons, unless otherwise agreed upon in writing by both Parties.
• 3.1.5.3. Violate the intellectual property rights of any third parties.

3.1.6. Decline the acceptance and placement of Advertisement(s) if they exhibit signs of SPAM or Unsolicited Advertisement, or blatantly deviate from generally accepted moral and ethical standards. Such refusal should be communicated to MB.Partners in writing (including via e-mail).

3.1.7. Provide MB.Partners with reports upon request, using the means and format specified by MB.Partners.

3.1.8. Manage the Affiliate Site under its own name, bearing the expenses and responsibilities for the development, operation, and maintenance of the Affiliate Site, including all materials featured on it, and ensuring the proper functioning and maintenance of the Link.

3.1.9. Deliver Services using customary means (e.g., IP-Geolocation) to restrict the provision of Services to the agreed GEO.

3.1.10. Adhere to all applicable laws, rules, and regulations.

3.1.11. Be prepared to furnish MB.Partners, upon request at any time, with a copy of their ID, billing address, and/or other pertinent documents.

3.2. The Affiliate is obligated not to:

3.2.1. Utilize the Brands, Website, or Advertisement for any purpose other than the intended Purpose;

3.2.2. Replicate the Website or any of its content, except as allowed by this Agreement and essential for fulfilling the Purpose;

3.2.3. Employ the Advertisement and/or Brands in a manner that could damage MB.Partners or its trademarks, copyrights, goodwill, and/or branding;

3.2.4. Direct a user to the Website using misleading promises, actions, or functionalities;

3.2.5. Incentivize a user with money, prizes, or rewards for clicking on the Advertisement, visiting the Website, or registering an account on the Website, unless specified by MB.Partners;

3.2.6. Deploy automated scripts, computer programs to simulate user clicks on the Advertisement or simulate the registration of the Referred Customer on the Website.

3.2.7. Portray or give the impression that Affiliate Site(s) is associated with MB.Partners in any way;

3.2.8. Create an Affiliate's Account on behalf of a third party or transfer an Affiliate's Account to a third party without prior written approval from MB.Partners.

3.2.9. Register a new Affiliate's Account if the previous account had been closed due to a Material breach of this Agreement;

3.2.10. Register more than one account on the website https://mb.partners/ without obtaining prior written approval from MB.Partners. In the event that the Affiliate creates additional accounts, they are obligated to promptly inform the Affiliate Manager about the reasons for such creation. Failure to comply with this policy may lead to account suspension or termination, as stipulated in the Terms and Conditions.

3.2.11. Modify, amend, or alter Advertisement(s) in the Affiliate's Account without prior written approval from MB.Partners.

3.2.12. Adjust, amend, or alter the tracking link provided by MB.Partners, including variables, text, metrics, and parameters after the tracking link text. The Affiliate may not modify, amend, or alter the tracking link text itself (including protocol, domain, and path). If options like "Use sub_id" and/or "Use click_id" are included, the Affiliate may modify or change the query string (link text after the question mark). MB.Partners is not responsible for missed conversions resulting from changes to the tracking link.

3.2.13. Use any device, robot, spider, software, routine, or similar method to interfere or attempt to interfere with the proper functioning of the Website(s) or the website https://mb.partners/;

3.2.14. Be below the age of eighteen (18);

3.2.15. Refer friends, immediate family members, spouses, partners, and housemates to the Website(s) promoted via MB.Partners;

3.2.16. Direct user(s) to the Website(s) using marketing or creative materials that are not provided or approved for use by MB.Partners unless permitted in writing by MB.Partners;

3.2.17. Engage in any actions intended, or reasonably expected, to harm MB.Partners or its reputation or that would reasonably lead to unwanted or unfavorable publicity for MB.Partners.

3.3. MB.Partners shall:

3.3.1. Ensure the appointment of a responsible authorized representative to address current issues pertaining to the provision of Services under this Agreement.

3.3.2. Timely and fully remunerate the Affiliate for their Services as outlined in this Agreement.

3.3.3. Provide the Affiliate with timely and necessary information and materials, in accordance with applicable legislation, essential for the execution of this Agreement.

3.3.4. Promptly communicate all changes related to previously provided materials and information to the Affiliate.

3.3.5. Decline acceptance of Services provided by the Affiliate if such Services violate the terms and conditions specified in this Agreement.

3.3.6. Act to enhance the Affiliate's reputation, conducting business in a manner that consistently reflects positively on the Affiliate's good name, goodwill, and reputation, refraining from any actions that may hinder or harm the same.

3.3.7. Furnish the Affiliate with available statistics accessible through their Affiliate`s Account on the website https://mb.partners/.

4. DURATION AND CESSATION

4.1. Term. This Agreement will commence upon the creation of the Affiliate's Account on the website https://mb.partners/ and shall remain in effect until terminated as per the specified terms herein.

4.2. Termination for Convenience. The Affiliate reserves the right to terminate this Agreement by closing the Affiliate's Account on the website https://mb.partners/. 

4.3. Termination for Material Breach. Either Party may terminate this Agreement by providing 7 (seven) calendar days' written notice if the other Party commits a Material breach, not remedied within the specified period. In case of a breach, MB.Partners can suspend and/or block access to the Affiliate`s Account and/or Commission accrual until the breach is rectified by the Affiliate.

4.4. Termination for Liquidation. Either Party may terminate this Agreement by providing 5 (five) calendar days' written notice if the other Party undergoes winding up, voluntary liquidation, voluntary arrangement with creditors, appointment of a receiver, administrative receiver, or administrator, or is deemed unable to pay debts.

4.5. Termination for inactivity. Affiliate’s Account will be deemed “inactive” if for a period of one year from the date that your last Commission was earned, no further Commissions have been earned by by Affiliate. In such case the Affiliate waives the right to be paid any unpaid Commissions and Affiliate will not receive any Commissions which are earned after the date of termination or was in Affiliate’s Account and the date of Termination for inactivity. 

4.6. Effect of Termination. Upon termination, the Affiliate must cease all activities, destroy materials and Confidential Information provided by MB.Partners, and submit an invoice for outstanding payments. MB.Partners, post-termination, retains access to the Affiliate`s Account and account(s) of its respective Subcontractors. MB.Partners is not liable for future commissions, goodwill, investments, advertising, or promotional costs after termination.

5. COMMISSION, PAYMENT, AND TAX LIABILITY

5.1. Payment and Commission:

5.1.1. The Affiliate shall receive payment for the Services provided under this Agreement, known as the "Commission" after deducting the Admin Fee (if applicable). The Commission amount is determined based on the chosen Affiliate Program type and agreed-upon rates.

5.2. Verification of Qualified Customers:

5.2.1. All Qualified Customers undergo verification by the Website's Anti-Fraud Department to ensure compliance with specified requirements. If the Anti-Fraud Department identifies Fraud, non-compliance with agreed terms, or the creation of a multi-account, MB.Partners may present a Claim to the Affiliate, detailing the circumstances and the amount of Commission involved. MB.Partners reserves the right to reject Qualified Customers and waive any associated payments.

5.2.2. If the Affiliate refers a Referred Customer from an unagreed GEO, MB.Partners has discretionary power to decide the Commission payment for such Referred Customer.

5.3. Invoice Issuance and Payment:

5.3.1. The Affiliate must issue an invoice within 30 calendar days after the Settlement Period's end. MB.Partners commits to making payment to the Affiliate within 30 calendar days of receiving the invoice.

5.4. Compensation Post-Termination:

5.4.1. Despite Agreement termination, MB.Partners agrees to compensate the Affiliate for all Qualified Customers referred before the termination date. If a Referred Customer becomes a Qualified Player after termination, MB.Partners shall pay the Affiliate according to the established rate.

5.5. Minimal Commission Amount:

5.5.1. For wire transfer – not less than EUR 500.00. 

5.5.2. For alternative payment methods, agreed upon via email or ticket – over EUR 100.00.

5.6. Certification of Services:

5.6.1. The Affiliate's invoice serves as certification for the performance of Services. MB.Partners' payment of the invoice confirms the full provision and acceptance of the Services.

5.7. No Negative Carryover:

5.7.1. This clause applies if preliminarily agreed with MB.Partners; otherwise, it is not applicable. Negative balances from one Settlement Period do not carry over to subsequent periods or different Affiliate Programs or Websites.

5.8. Commission Claim Timeline:

5.8.1. If the Affiliate claims Commission after 12 months from its occurrence, MB.Partners reserves the right to pay within 6 months of receiving the claim.

5.9. Tax Compliance:

5.9.1. Both Parties agree to comply with applicable tax laws. The Affiliate is responsible for social security contributions, taxes, and other fees payable under the Agreement.

5.10. Preliminary Check for Material Breach:

5.10.1. Before the first payment, MB.Partners will check for any Material Breaches by the Affiliate. If none exist, payment will be sent; otherwise, clause 4.3 will apply.

5.11. High Roller Policy:

5.11.1. Negative Commission revenue generated by a Referred Customer deemed a "High Roller" will be offset against future Commission revenue from that customer. 

5.11.2. Criteria for High Roller status include generating negative Commission revenue of at least €30,000 in a month, with the Affiliate's aggregate Commission revenue for that month being negative. 

5.11.3. The negative balance of a High Roller will be reduced by future positive Commissionable revenue they generate in subsequent months.

6. PROTECTION OF CONFIDENTIAL INFORMATION

6.1. Nondisclosure Obligation: The Affiliate commits to refrain from disclosing, reporting, publishing, or transferring any information obtained during the Agreement's execution about MB.Partners' business or activities. This obligation extends to entities controlled by the Affiliate and individuals associated with them.

6.2. Use Limitations: During the Agreement term and for three years afterward, the Affiliate shall not use or disclose any Confidential Information for purposes other than executing the Services.

6.3. Ownership Acknowledgment: The Affiliate acknowledges that all Confidential Information remains the exclusive property of MB.Partners.

6.4. Duty of Care: The Affiliate agrees to exercise a degree of care and reasonable precautions to prevent unauthorized disclosure, equivalent to the care applied to its own similarly important Confidential Information.

6.5. Legal Disclosure: If compelled by law, regulation, court order, or legal process to disclose Confidential Information, the Affiliate will promptly notify MB.Partners and make reasonable efforts to ensure confidential treatment.

6.6. Post-Termination Actions: Upon Agreement termination or at the disclosing Party's request, the Affiliate will return all Confidential Information and tangible property, and delete all related copies in their possession or control.

6.7. Immediate Remedies: Both Parties recognize that a violation of this section would cause immediate harm. In such cases, the harmed Party is entitled to injunctive relief without the need for proof of actual damages or posting bond. This remedy is not exclusive and supplements other available legal or equitable remedies.

6.8. Breach Resolution: If the Affiliate breaches these obligations, prompt rectification is required, not later than two calendar days after MB.Partners issues a notice. Failure to rectify may lead to indemnification for damages resulting from the breach of Confidential Information preservation.

7. OWNERSHIP OF INTELLECTUAL PROPERTY AND TRADEMARKS

7.1 Ownership

The Affiliate acknowledges that all intellectual property rights related to the products, services, and Brands offered by MB.Partners are exclusively owned by MB.Partners. During the agreement's validity, the Affiliate agrees not to attempt the registration of any trademarks, service marks, logos, brand names, trade names, domain names, or slogans resembling the Brands.

7.2 Grant of Rights

MB.Partners grants the Affiliate a non-exclusive, revocable sub-license, allowing the use, public display, performance, distribution, and display of the Brands. This grant is for promotional and marketing purposes in accordance with the agreement's terms and MB.Partners' issued guidelines.

7.3 Intellectual Property Rights

Any intellectual property rights, including copyrights and rights to names, Brands, designs, or inventions created by the Affiliate during service, belong to MB.Partners without limitations. The Affiliate commits to release, transfer, or destroy such rights upon MB.Partners' demand, without the right to compensation, even after agreement termination.

7.4 Infringement of Intellectual Property Rights

If the Affiliate becomes aware of any actual or alleged infringement of MB.Partners' Brands or intellectual property rights by a third party, they shall promptly notify MB.Partners. No legal proceedings shall be initiated without MB.Partners' prior written consent.

8. Data Protection

8. Data Protection

8.1. Subject to article 8.4, the Company and each Affiliate shall be independent Data Controllers for the Personal Data they hold and are not joint data controllers under Data Protection Laws. In these circumstances the Company and each Affiliate shall be independent Data Controllers of the Personal Data acting, as follows:

8.1.1. the Company shall be the Data Controller of the: (i) Personal Data of Referred Customers; (ii) Personal Data of Affiliate’s employees, contractors, officers, agents for internal business purposes, where it is Processed by the Company in accordance with the Agreement;

8.1.2. the Affiliate shall be the Data Controller of the: (i) Personal Data of visitors to the Affiliate Site; and (ii) Personal Data of Company’s employees, contractors, officers, agents for internal business purposes, where it is Processed by it in accordance with the Agreement.

8.2. Subject to article 8.4, the Company and each Affiliate shall in particular but not limited to:

8.2.1. comply at all times with its responsibilities and obligations under the applicable Data Protection Laws, including but not limited to fair and lawful Processing, data retention and deletion and safeguarding data subjects’ rights, and shall be individually and separately responsible for complying with the obligations as Data Controllers under Data Protection Laws;

8.2.2. cooperate with each other to set out the requirements to meet relevant obligations of Data Protection Laws (for example in respect of data portability, subject access, lawful access requests and requests for rectification, amendment and disposal);

8.2.3. comply with the terms of this Agreement and shall not perform any of its obligations under the Agreement in such a way as to cause the other Party to breach any of its obligations under Data Protection Laws; and

8.2.4. in the event either Party becomes aware of an actual or suspected Security Breach, notify the other affected Party within forty-eight (48) hours of identification of the breach and to consult with one another about such steps as may reasonably be necessary or appropriate to investigate, mitigate and remediate the breach and otherwise to discharge their respective obligations under applicable Data Protection Laws.

8.3. Without prejudice to any other indemnity contained in the Agreement, Affiliate shall indemnify and keep indemnified the Company from and against all liabilities and amounts, including all: (a) costs (including legal costs), claims, demands, actions, settlements, ex-gratia payments, charges, procedures, expenses, losses and damages (including relating to material or non-material damage, which includes emotional distress); (b) loss or damage to reputation, brand or goodwill; and (c) to the extent permitted by applicable laws and regulations: (i) administrative fines, penalties, sanctions, liabilities or other remedies imposed by a supervisory authority; (ii) compensation paid to a data subject; and (iii) the costs of compliance with investigations by a supervisory authority, suffered or incurred by, awarded against or agreed to be paid by the Company, arising from or in connection with any breach by the Affiliate of this Agreement.

8.4. The Company may choose to make available certain Personal Data to the Affiliate from time to time for the sole purpose of performing Affiliate’s obligations under the Agreement (“Company Data”). In respect of this Company Data, the Parties shall be bound by the terms of Data Processing Agreement which can be found in the Appendix A below and will form part of this Agreement.

9. STATEMENTS AND ASSURANCES

9.1 Acceptance and Compliance

Each Party agrees to be bound by and fully understands the terms and conditions of this Agreement. They commit to comply with applicable rules, laws, and regulations and possess the authority to enter and fulfill the obligations of this Agreement.

9.2 No Warranty of Uninterrupted Operation

Neither Party warrants error-free or uninterrupted operation of their websites or media means, and neither shall be liable for consequences resulting from such errors or interruptions not caused by the other Party's fault, mistake, negligence, or willful misconduct.

10. FORCE MAJEURE

10.1. Neither Party shall be held accountable for any delay or failure in performance arising from circumstances beyond its reasonable control, collectively termed a “Force Majeure Event.” These include, but are not limited to, strikes, labor disputes, riots, insurrections, civil disturbances, fires, floods, storms, explosions, acts of God, war (declared and undeclared), military conflicts, and governmental actions.

10.2. In the event of a Force Majeure Event affecting a Party (the “Affected Party”), immediate written notification to the other Party is required. Subsequently, the obligations of the Affected Party shall be suspended until the cessation of the Force Majeure Event's adverse impact on its performance under the Agreement. If the Affected Party is unable to fulfill its obligations for one month, the other Party may terminate the Agreement by providing 5 calendar days’ prior written notice. The Affected Party shall promptly notify the other in writing after the cessation of the Force Majeure Event’s adverse effect on its performance.

11. RESPONSIBILITIES, LIABILITY LIMITATIONS, AND INDEMNIFICATION

11.1. Each Party is liable to the other for direct damages resulting from a breach of this Agreement.

11.2. Neither Party is liable to the other or any other entity, whether in contract, tort (including negligence, breach of statutory duty, or other tort), or otherwise:

11.2.1. For loss of revenue, business, anticipated savings, or profits, or

11.2.2. For any indirect, special, or consequential loss, damage, costs, or other claims, however caused or arising.

11.3. This Agreement does not exclude or limit liability for:

11.3.1. Death or personal injury caused by negligence; or

11.3.2. Fraud or fraudulent misrepresentation; or

11.3.3. Any other liability not excludable or limitable under applicable law.

11.4. The Affiliate shall provide MB.Partners with reasonable cooperation and assistance in legal proceedings related to this Agreement (including the Website, the Advertisement).

11.5. The Affiliate agrees to defend, indemnify, and hold MB.Partners and its affiliated entities, successors, officers, employees, agents, directors, shareholders, and attorneys harmless from any claims and liabilities. This includes legal and expert fees arising from (i) any negligent or willful acts or omissions by the Affiliate; (ii) any breach of this Agreement by the Affiliate in connection with its representations, duties, and obligations.

11.6. The Affiliate shall compensate MB.Partners for damages, losses, expenses, and costs incurred directly or indirectly due to damage or harm to MB.Partners or its reputation. This applies to any unwanted or unfavorable publicity caused by the Affiliate's actions.

12. INTEGRITY AND ANTI-CORRUPTION PROVISION

12.1. Each Party declares awareness and understanding of the anti-corruption laws applicable worldwide (hereinafter – “Applicable Anti-Corruption Laws”).

12.2. Neither Party shall propose, implement, promise to perform, or permit, in connection with operations under this Agreement, any payment or undue advantage to:

12.2.1. Any Public official or any Political Party (Person); or

12.2.2. Any director, official, employee, representative of the other Party, or their close relatives;

12.2.3. Any other private person or legal entity, knowing that any part of such payments or transfers will be offered, executed, or promised to the specified persons.

12.3. Each Party undertakes that no payment from one Party to the other shall be used to offer or grant any undue pecuniary advantage to any officer of any third party in exchange for signing or promising to sign an agreement with the respective Party.

12.4. Both Parties understand that any violation of clause 12 shall be considered a Material breach of this Agreement.

13. GOVERNING LAW, DISPUTE RESOLUTION, AND JURISDICTION

13.1. The provisions of this Agreement, as well as the rights and obligations of the Parties, shall be subject to the laws of England and Wales, with interpretation and construction in accordance with these legal principles.

13.2. In the case of any misunderstanding or dispute between the Parties or any matter related to the interpretation of any provision in this Agreement, the Parties commit to resolving such issues in good faith through negotiations.

13.3. If a mutually agreeable resolution cannot be reached, all disputes arising from or related to this Agreement will be conclusively resolved through arbitration, following the Arbitration Rules of the London Court of International Arbitration ("LCIA"). The arbitration shall be conducted by a single arbitrator appointed in adherence to the rules mentioned above, with London designated as the venue for arbitration proceedings, and English as the language for all proceedings.

14. MISCELLANEOUS

14.1. Comprehensive Agreement. This Agreement, along with all its Annexes listed below, constitutes the complete understanding between the Parties concerning the subject matter herein, prevailing over any prior oral or written agreements and understandings on the same subject.

14.2. No Formation of Partnership. This Agreement does not establish, nor shall it be construed to establish, a partnership among the Parties, and none of them is authorized to bind the others in any manner.

14.3. Non-transferability. Without the written consent of MB.Partners, the Affiliate is prohibited from assigning or transferring this Agreement or any part of its interests under this Agreement to any third party.

14.4. Amendments and Modifications. Any alterations or supplements to this Agreement must be in writing and executed by duly authorized representatives of the involved Parties.

14.5. Definitions and Headings. Terms defined with initial capitalization in the Agreement retain the same meaning throughout, unless the context clearly dictates otherwise. Section headings are included for reference convenience only.

14.6. Severability. If any provision or portion thereof in this Agreement is deemed illegal, invalid, or unenforceable in any jurisdiction, it does not affect the legality, validity, or enforceability of the remaining provisions, and the Parties agree to reform, amend, interpret, or apply the invalid provision to achieve the intended economic result.

14.7. Continuation of Obligations. The obligations of the Parties under clauses 3.2.7., 3.2.14., 3.2.17., and Sections 5, 6, 7, 8, 11, and 12 endure beyond the termination or expiration of this Agreement.

14.8. Waiver. Failure by MB.Partners to insist on strict adherence to any of the Affiliate's obligations or to exercise any rights or remedies does not constitute a waiver. A waiver of any default does not extend to subsequent defaults. No waiver by MB.Partners is effective unless expressly stated in writing and communicated to the Affiliate.

Appendix A. Data Processing Agreement

I. Definitions and interpretations

1.1. References to the Affiliate that follow this section 1 are references to the Affiliate and any other parties acting under its authority. 

1.2. Unless otherwise provided: (a) a reference to a term that is not defined in this Appendix A (“DPA”), shall have the meaning given to it in the Agreement; and (b) unless otherwise provided the words and expressions defined in, and the rules of interpretation of, the Agreement shall have the same meaning in this DPA.

II. Relationship of the parties

2.1. The Parties acknowledge that the Affiliate acts in the capacity of the Data Processor in relation to its Processing of Company Data which has been made available to the Affiliate by the Company (whether directly or indirectly) for the purpose of performing Affiliate’s obligations under the Agreement.

2.2. The scope, purpose, and duration of the Processing (including the type of Company Data and categories of data subjects) covered by this DPA is set out in Appendix A.

III. Processor’s obligations

3.1. Affiliate shall comply with and Process all Company Data in accordance with applicable Data Protection Laws.

3.2. Affiliate shall immediately notify the Company about any circumstances where it is unable to comply with the Data Protection Laws or any actual or potential changes to the Data Protection Laws, that affect the Affiliate’s ability to comply with its obligations under this DPA. Where the Affiliate is subject to any changes or circumstances under this section, Company will have the right to suspend the Processing until the Processing is adjusted in such a manner that the non-compliance is remedied. To the extent such adjustment is not possible, Company shall have the right to immediately terminate the relevant part of the Processing by the Affiliate.

IV. Instructions

4.1. The Affiliate shall Process Company Data only on documented (including by email) instructions of the Company as set out in this DPA and as otherwise provided from time to time in such a manner as and to the extent that this is appropriate for the purposes of providing the services under the Agreement. The Affiliate shall never Process Company Data in a manner that inconsistent with the Company’s instructions. The Affiliate shall immediately inform the Company if, in its opinion, an instruction infringes Data Protection Laws and await further instructions from the Company.

4.2. All information generated as a result of this Processing remains the Company’s property, unless stipulated otherwise in the Agreement. The Affiliate shall not Process Company Data for its own purposes or include Company Data in any product or services offered to third parties, or carry out any further research, analysis or profiling activities involving the use of any part of Company Data.

V. Confidentiality of the processing

5.1. Without prejudice to any existing contractual arrangements between the Parties, Affiliate shall treat all Company Data as strictly confidential and it shall inform all its employees, agents and/or approved Sub-processors who may have access to the Company Data (“Authorized Person”) of the confidential nature of the Company Data. Affiliate shall ensure in each case that access is strictly limited to those Authorized Persons who need to know or access the relevant Company Data, as strictly necessary for the purposes of the Agreement, and to comply with Data Protection Laws in the context of that Authorized Persons duties to the Affiliate, ensuring that all such Authorized Persons have signed an appropriate confidentiality agreement, are otherwise bound to a duty of confidentiality, or are under an appropriate statutory obligation of confidentiality.

VI. Security and Security Breach

6.1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, without prejudice to any other security standards agreed upon by the Parties, the Affiliate shall (prior to Processing Company Data) implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk and in accordance with best industry practices to protect data from a Security Breach. 

6.2. The Parties acknowledge that security requirements are constantly changing and that effective security requires frequent evaluation and regular improvements of outdated security measures. The Affiliate will therefore evaluate the measures as implemented in accordance with this section 6 on an on-going basis and will tighten, supplement and improve these measures in order to maintain compliance with the requirements set out in this section 6. 

6.3. If the Affiliate becomes aware of or reasonably suspects a Security Breach, the Affiliate shall (i) inform the Company without undue delay (and in any event no later than twenty-four (24) hours); (ii) provide detailed information and cooperation to the Company (including making available an appropriately qualified individual to discuss any concerns or questions the Company may have) by sending an email to [email protected]  so that the Company can fulfil any data breach reporting obligations it has under (and in accordance with the timescales required by) Data Protection Laws; (iii) take such necessary measures and actions to mitigate the effects of and to minimize any damage resulting from the Security Breach; and (iv) keep the Company informed of all material developments in connection with the Security Breach and execute a response plan to address the Security Breach.

VII. Transfers of personal data

7.1. The Affiliate may only transfer the Company Data in the circumstances set out in section 10 of this DPA. Except as set forth above, or as the Company may otherwise authorize, the Affiliate will not transfer any Company Data.

7.2. The Affiliate (or any sub-contractor) shall not transfer the Company Data outside of the European Economic Area (“EEA”) and the United Kingdom (“Restricted Transfer”) unless (i) the Company has provided its written approval to such transfer as set out in this DPA, or (ii) the Affiliate has taken such measures as are necessary to ensure the transfer is in compliance with Data Protection Laws. Such measures include transferring the Company Data to a recipient (a) in a country that the European Commission or the competent UK authority (as applicable) has decided provides adequate protection for personal data, (b) that has achieved binding corporate rules authorization in accordance with the Data Protection Laws, or (c) that has executed the EU SCCsand/or UK Addendum (as applicable).

7.3. The Affiliate warrants and represents that if the written approval of the Restricted Transfer is provided by the Company, before the commencement of any Restricted Transfer to a Sub-processor, the Affiliate and the engaged Sub-processor have entered into and executed the EU SCCs.

7.4. The Parties agree that when the Company Data being transferred from the Company (as “data exporter”) to the Affiliate (as “data importer”), and the Data Protection Laws require that appropriate safeguards are put in place, the transfer will be subject to the EU SCCs and/or UK Addendum, which are deemed incorporated into and form a part of this DPA, as follows:

7.4.1. In relation to transfers of Company Data protected by the EU GDPR, the EU SCCs will apply, completed as follows:

7.4.1.1. Module Two (Data Controller to Data Processor) will apply;

7.4.1.2. in Clause 7, the optional docking clause will apply;

7.4.1.3. in Clause 9, Option 2 will apply, and the time period for a prior notice will be as set out in section 10 of this DPA;

7.4.1.4. in Clause 11, the option will not apply;

7.4.1.5. in Clause 17, Option 1 will apply, and the EU SCCs will be governed by Irish law;

7.4.1.6. in Clause 18(b), disputes will be resolved before the courts of Ireland;

7.4.1.7. Annex I of the EU SCCs is deemed completed with the information set out in Annex 1 to this DPA; and

7.4.1.8. Annex II of the EU SCCs is deemed completed with the information set out in section 6 of this DPA; and

7.4.1.9 Annex 2 to this DPA provides additional safeguards agreed upon between the Parties as supplementary measures to the EU SCCs.

7.4.2. In relation to transfers of Company Data protected by the UK GDPR, the EU SCCs: (i) apply as completed in accordance with section 7.4.1 of this DPA; and (ii) are deemed amended as specified by the UK Addendum, which is deemed executed by the Parties and incorporated into and form an integral part of this Addendum. In addition, Tables 1 to 3 in Part 1 of the UK Addendum are deemed completed respectively with the information set out in sections 6 and 7 of this DPA, as well as Annex I and II of this DPA; Table 4 in Part 1 is deemed completed by selecting “neither party”. Any conflict between the terms of the EU SCCs and the UK Addendum will be resolved in accordance with sections 10 and 11 of the UK Addendum.

VIII. Data subject rights

8.1. The Affiliate shall immediately (but in any case no later than five (5) days) forward to the Company and otherwise cooperate with and assist the Company (at no charge) to enable the Company to respond to: (i) any request from a data subject to exercise any of its rights under Data Protection Laws (including its rights of access, correction, objection, erasure and data portability, as applicable); and (ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the Processing of the Company Data. In the event that any such request, correspondence, enquiry or complaint is made directly to the Affiliate, the Affiliate shall promptly (but in any case no later than five (5) days) inform the Company providing full details of the same.

IX. Records of the processing activities

9.1. The Affiliate shall maintain records of all categories of Processing activities carried out on behalf of the Company under this DPA.

X. Sub-processing

10.1. The Company provides a general authorization to the Affiliate to engage Sub-processors in accordance with this section and any restrictions in this DPA and the Agreement. The Affiliate may continue to use those Sub-processors already engaged by the Affiliate as at the date of this DPA, subject to Affiliate in each case as soon as practicable meeting the obligations set out in this section. The Affiliate shall within five (5) business days make available an up-to-date list of the Sub-processors it has appointed upon written request from the Company.

10.2. The Affiliate shall notify the Company if it adds any new Sub-processors at least ten (10) business days prior to allowing such Sub-processor to access the Company Data. The Company has the right to object to such an appointment. If no objection is received within ten (10) business days of the notice, the Affiliate may proceed with such appointment.

10.3. The Affiliate shall remain fully liable vis-à-vis the Company for the performance of any such Sub-processor that fails to fulfil its data protection obligations, including any acts or omissions of the Sub-processor in regard to its Processing of Company Data.

10.4. The Affiliate shall ensure that Sub-processors are bound by a written contract including terms that offer at least the same level of protection for Company Data as those set out in this DPA. The Affiliate shall provide copies of documentation to evidence its compliance with this provision to the Company at the request.

XI. Deletion or return

11.1. The Affiliate shall promptly delete (for the avoidance of any doubt, “delete” here means to remove or obliterate Company Data such that it cannot be recovered or reconstructed), procure the deletion of all copies of Company Data and cease Processing such Company Data after the business purposes for which the Company Data was Processed have been fulfilled, or earlier upon Company’s written request. The Affiliate shall provide the Company with written confirmation of destruction/deletion of the Company Data.

11.2. The Company may in its absolute discretion by written (including by email) notice to the Affiliate require the Affiliate to (a) return a complete copy of all Company Data to the Company by secure file transfer in such a format as is reasonably notified by the Company; and (b) delete and procure the deletion of all other copies of the Company Data.

XII. Assistance

12.1. The Affiliate shall provide assistance to the Company with any data protection impact assessments, and prior consultations with (or notifications to) supervisory authorities, which the Company reasonably considers to be relevant according to Data Protection Laws.

12.2. The Affiliate shall provide the Company with all reasonable assistance in complying with its obligation under Data Protection Laws to implement and maintain appropriate technical and organizational security measures in relation to the Processing of Company Data.

12.3. The Affiliate shall make available to the Company on request in a timely manner such information as is reasonably required by the Company to demonstrate the Affiliate’s compliance with its obligations under Data Protection Laws and this DPA.

12.4. The Affiliate shall permit and contribute to audits and/or inspections conducted by the Company or another auditor mandated by the Company for the purpose of demonstrating the Affiliate’s compliance with its obligations under the Data Protection Laws and this DPA. This shall be subject to the Company giving the Affiliate reasonable prior notice of such audit and/or inspection and ensuring that any auditor is subject to binding obligations of confidentiality and that such audit or inspection is undertaken so as to cause minimal disruption to the Affiliate’s activity.

XIII. Indemnity

13.1. Without prejudice to any other indemnity contained in the Agreement, Affiliate shall indemnify and keep indemnified the Company from and against all liabilities and amounts, including all: (a) costs (including legal costs), claims, demands, actions, settlements, ex-gratia payments, charges, procedures, expenses, losses and damages (including relating to material or non-material damage, which includes emotional distress); (b) loss or damage to reputation, brand or goodwill; and (c) to the extent permitted by applicable laws and regulations: (i) administrative fines, penalties, sanctions, liabilities or other remedies imposed by a supervisory authority; (ii) compensation paid to a data subject; and (iii) the costs of compliance with investigations by a supervisory authority, suffered or incurred by, awarded against or agreed to be paid by the Company, arising from or in connection with any breach by the Affiliate of this DPA or of Data Protection Laws.

XIV. Variation

14.1. If at any time, at Company’s discretion, the Company needs to amend this DPA in order to comply with obligations under Data Protection Laws, Affiliate agrees to enter into a written variation of the DPA to make the amendments which at Company’s discretion are required. In the event such amendments are not able to be agreed, the Parties acknowledge and agree that no further Processing of the Company Data under the DPA will be carried out until such variation has been agreed and executed.

Annex 1 to Appendix A – Details of Processing

Annex 1(A) List of the Parties:

Annex 1(B) Description of the Processing/Transfer

Annex 1(C) Competent supervisory authority: 

The competent supervisory authority shall be determined in accordance with clause 13 of the EU SCCs.

Annex 2 to Appendix A – Additional Safeguards Addendum

This Additional Safeguards Addendum to the EU SCCs (“Addendum”) supplements the EU SCCs (as applicable) to increase the protection of Personal Data where the performance of the Agreement requires a Restricted Transfer as per section 7.2 of the DPA.

By this Addendum, the Affiliate (as “data importer”) provides additional safeguards to the Company (as “data exporter”) and additional redress to the data subjects to whom the Personal Data relates.

I. Challenges to orders

1.1. In addition to the EU SCCs, in the event the data importer receives an order from any third party for compelled disclosure of any Company Data that has been transferred under the EU SCCs, the data importer shall:

1.1.1. use every reasonable effort to redirect the third party to request data directly from the data exporter;

1.1.2. promptly notify the data exporter, unless prohibited under the law applicable to the requesting third party, and, if prohibited from notifying the data exporter, use all lawful efforts to obtain the right to waive the prohibition in order to communicate as much information to the data exporter as soon as possible;

1.1.3. use all lawful efforts to challenge the order for disclosure on the basis of any legal deficiencies under the laws of the requesting party or any relevant conflicts with the law of the European Union or applicable Member State law. When challenging an order, the data importer should seek interim measures to suspend the effects of the order until the court has decided on the merits. The importer shall not disclose the Company Data requested until required to do so under the applicable procedural rules. In any case, the data importer is obliged to disclose the minimum amount of information permissible when responding to the order, based on a reasonable interpretation of the order.

II. Indemnification of data subjects

2.1. The data importer shall indemnify a data subject for any material or non-material damage to the data subject caused by the data importer’s disclosure of Company Data of the data subject that has been transferred under the EU SCCs in response to an order from a non-EU/EEA public authority.

2.2. The data importer shall assist the data subjects in exercising their rights in the third-country jurisdiction through ad hoc redress mechanisms and legal counselling.

III. Exercise of rights

3.1. Rights granted to data subjects under this Addendum may be enforced by the data subject against the data importer.

IV. Notice of change

4.1. The data importer agrees and warrants that it has no reason to believe that the legislation applicable to it or its Sub-processors, including in any country to which Company Data is transferred either by itself or through a Sub-processor, prevents it from fulfilling the instructions received from the data exporter and its obligations under this Addendum or EU SCCs and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by this Addendum or the EU SCCs, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the Agreement.

V. Warranties

5.1. The data importer agrees and warrants:

5.1.1. it has not purposefully created back doors or similar programming that could be used to access the system and/or Company Data;

5.1.2. it has not purposefully created or changed its business processes in a manner that facilitates access to Company Data or systems; and

5.1.3. that national law or government policy does not require the data importer to create or maintain back doors or to facilitate access to Company Data or systems.

VI. Organizational measures

6.1. The data importer shall implement the following organizational measures:

6.1.1. document and record the requests for access received from non-EU/EEA public authorities and the response provided, alongside the legal reasoning and the actors involved. These records, to the extent permitted by the applicable law, should be made available to the data exporter, who should in turn provide them to the data subjects concerned where required;

6.1.2. develop practices to appropriately and timely involve and provide access to information to the data protection officer, if engaged, and/or to the legal or internal auditing services on matters related to international transfers of Company Data;

6.1.3. not engage in any onward transfer of Company Data within the same or other third countries, or suspend ongoing transfers, when an equivalent level of protection of the Company Data to that afforded within the EU cannot be guaranteed in the third country.