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Partner programme terms

Draft for review by counsel. This is not legal advice. Text in [square brackets] must be filled in or confirmed before publication. A lawyer qualified in Estonian law must review these terms before the programme opens.

Effective [date]. Version 0.1.

These terms are between [SailorDeck legal entity name], a company registered in Estonia under registry code [registry code], with its registered address at [registered address] ("SailorDeck", "we", "us") and the person or company accepted into the SailorDeck partner programme ("you", "the Partner"). By ticking the box on the application form, you accept them. They apply together with our privacy notice and cookie notice.

1. Definitions

  1. Customer. A business that signs a paid SailorDeck subscription agreement with us, such as a casino operator or a company launching one.
  2. Referred Customer. A Customer credited to you under section 4.
  3. Paying Customer. A Referred Customer whose subscription is active and whose most recent invoice has been paid in full and has not been refunded or charged back.
  4. Net Subscription Fees. The subscription fees a Referred Customer actually pays us for SailorDeck, after deducting VAT and other sales taxes, discounts, credits, refunds, chargebacks, payment processing fees and bad debt. One-off fees, setup fees, professional services, third-party pass-through costs and usage charges above the plan are excluded unless we say otherwise in writing.
  5. Partner Panel. Your account at sailordeck.com/partner-programme, where you find your link, your materials, your Referred Customers and your payouts.
  6. Partner Code. The 8-character code in your personal link.

2. Joining

  1. You apply through the Partner Panel. We may accept or refuse any application and need not give a reason.
  2. You must be at least 18 and able to enter into contracts. If you apply for a company, you confirm you may bind it.
  3. Your account becomes active only after you verify your email address. You must give accurate details and keep them up to date, including payout and tax details.
  4. We may ask for identity, company and tax documents before we pay you and at any later time. We may refuse or delay payment until we receive them.
  5. One account per person or company. You may not open further accounts to reach a higher tier or to get around a suspension.

3. What you may and may not do

  1. You may introduce SailorDeck to businesses that could become Customers, using your personal link, your Partner Code and the materials in the Partner Panel.
  2. You must describe SailorDeck accurately. You may only make claims that appear on sailordeck.com or in the materials we give you. You must not promise prices, discounts, features, results, savings, certifications or timelines we have not published.
  3. You must make clear that you are an independent partner and may be paid for the introduction. You must not present yourself as our employee, agent or representative, and you have no authority to bind us.
  4. You must not:
    1. refer yourself, your own company, a company you control or work for, or any account opened to earn commission rather than to use SailorDeck;
    2. offer, give or promise any payment, share of commission, gift or other benefit to an employee, officer or adviser of a prospective Customer to influence its decision to buy SailorDeck. Commission sharing with the Customer itself is allowed only with our written consent;
    3. bid on "SailorDeck", "Sailor Deck", our domain or misspellings of them in search or social advertising, or use them in domain names, social handles, app names or ad copy;
    4. send unsolicited bulk email or messages, or contact anyone in breach of e-privacy, data protection or anti-spam law;
    5. use cookie stuffing, forced clicks, hidden frames, automatic redirects, toolbars, adware, bots or any other way to set our referral cookie or credit a Customer without a real, informed visit;
    6. copy our website, pose as SailorDeck, or alter our logos and materials beyond resizing;
    7. promote SailorDeck alongside content that is unlawful, misleading, hateful or aimed at minors, or to businesses that operate gambling without a licence where one is required;
    8. use personal data you received from us for anything other than the programme.
  5. You are responsible for your own staff, sub-partners and anyone acting for you as if they were you.

4. How a Customer is credited to you

  1. A Customer is credited to you if, before it signs with us:
    1. it visits sailordeck.com through your personal link within [90] days before it first contacts us, and the referral cookie is still on its device; or
    2. it enters your Partner Code or names you in our contact form; or
    3. it names you when we onboard it, and we record that in our systems.
  2. If more than one partner could claim a Customer, a Partner Code or onboarding answer from the Customer wins over a link visit. Between two link visits, the first one wins. Our records decide.
  3. A Customer is fixed to one partner when it makes its first payment. After that, it does not move.
  4. We do not credit a Customer that was already a customer, already in active talks with us, or already credited to another partner before your referral. We do not credit a Customer that you referred to yourself, as section 3.4.1 describes.
  5. Referral data is recorded by our systems. Our records are final unless you show a clear error within 30 days of the month concerned.

5. Commission

  1. For each Paying Customer, we pay you a percentage of the Net Subscription Fees we receive from it, for as long as section 5.5 allows.
  2. Your rate depends on the number of Paying Customers credited to you at the time we calculate commission:

| Paying Customers | Rate | |---|---| | 0 to 4 | 10% | | 5 to 9 | 15% | | 10 to 19 | 20% | | 20 to 49 | 25% | | 50 or more | 35% |

  1. The rate you reach applies to the Net Subscription Fees of all your Paying Customers for that month. If your count falls, your rate falls with it from the next calculation.
  2. We calculate commission monthly, on payments we received in that month.
  3. Lifetime. You earn commission on a Paying Customer for as long as it keeps paying us for SailorDeck and you remain in good standing under these terms. Commission ends if the Customer stops paying or leaves, if these terms end, or if we end your participation under section 8. It does not pass to anyone else without our written consent.
  4. Refunds, chargebacks, credits and discounts reduce Net Subscription Fees in the month we give them. If we have already paid commission on fees we later refund or lose, we deduct that commission from your next payouts, or you repay it within 30 days of our request.
  5. Commission is our only payment to you. You bear your own costs.

6. When and how we pay

  1. Hold. Commission on a Customer becomes payable 30 days after that Customer's first cleared payment to us. Commission earned before then is held and becomes payable on that date. After that, commission is payable each month.
  2. We pay payable commission within [15] days after the end of the month in which it becomes payable, to the payout details in your Partner Panel, by [bank transfer in EUR].
  3. We pay only when your balance reaches the minimum payout of [EUR 50]. A smaller balance carries over.
  4. Amounts are in euros. You bear your own bank and currency conversion fees.
  5. Tax. Commission is stated without VAT. You are responsible for your own income tax, social charges and VAT. If you are VAT registered, you give us a valid VAT number and, where the law requires it, an invoice or you agree that we issue a self-billed invoice for you. We may deduct any tax we are required by law to withhold.
  6. We may correct any payment made in error, by deduction from later payouts or by asking you to repay it.

7. Fraud, withholding and investigation

  1. We may withhold, delay or suspend any payment, in whole or in part, while we investigate a reasonable suspicion that you have breached these terms, that a referral is not genuine, or that fraud, self-referral, bribery, money laundering or any abuse has taken place. We will tell you that an investigation is open, unless the law or the investigation prevents it.
  2. If we find a breach, we may, depending on its seriousness:
    1. remove the Customer from your account;
    2. cancel commission that relates to the breach, whether earned, payable or already paid, and recover paid amounts by deduction or by demand;
    3. lower your tier count to exclude affected Customers, with effect back to the breach;
    4. forfeit all unpaid commission if the breach is fraud, bribery, self-referral, a breach of section 3.4.5, or repeated after a warning; and
    5. suspend or end your participation at once.
  3. We act on our reasonable judgment and the records available to us. You must cooperate, and give us the information we ask for within 10 business days.
  4. Audit. During the programme and for 12 months after it ends, we may ask for records of how you promoted SailorDeck, including the pages, ads, messages and lists you used. You must keep those records for that time and provide them on request.
  5. Nothing in this section limits any other right we have under these terms or the law.

8. Changes, suspension and ending

  1. We may change these terms, the rates, the tiers, the hold period or the minimum payout by giving you at least 30 days' notice by email or in the Partner Panel. Changes apply to commission calculated after the change takes effect. If you do not agree, you may leave before then. Changes required by law, or that only benefit you, may apply at once.
  2. You may leave the programme at any time from the Partner Panel or by email.
  3. We may end your participation with 30 days' notice for any reason, or at once for a material breach.
  4. If you leave, or we end your participation without cause, we pay commission earned up to the end date once it becomes payable under section 6. Commission on later payments ends.
  5. If we end your participation for a breach, we owe no further commission, and section 7.2 applies.
  6. Sections 5.6, 6.6, 7, 9, 10 and 11 survive the end of these terms.

9. Our brand and materials

  1. We give you a limited, revocable, non-exclusive, non-transferable licence to use our name, logos and the materials in the Partner Panel only to promote SailorDeck under these terms.
  2. You must stop using them and remove them from your channels within 7 days after the programme ends for you, or at once if we ask.
  3. All rights in SailorDeck, our brands and our materials stay with us.

10. Confidentiality and data

  1. Information about our pricing negotiations, Customers, unreleased features and these commission figures that is not public is confidential. You must not disclose it, during the programme or after it, except as the law requires.
  2. Each of us is a separate controller of the personal data it processes for the programme. We process your data as our privacy notice describes. You must have a lawful basis for any personal data you use to promote SailorDeck.
  3. We do not share with you the personal data of Customers' staff or of their players.

11. Liability

  1. The programme is provided as is. We do not promise that any referral will become a Customer, or any level of income.
  2. Neither of us is liable for loss of profit, revenue, goodwill or data, or for indirect or consequential loss.
  3. Our total liability to you under these terms in any 12 months is limited to the commission paid or payable to you in those 12 months.
  4. You indemnify us against claims, fines and costs caused by your breach of these terms or of the law.
  5. Nothing limits liability that cannot be limited by law, including for fraud or intent.

12. General

  1. You are an independent contractor. These terms create no employment, partnership, agency or joint venture.
  2. You may not assign these terms without our written consent. We may assign them to a company in our group or to a buyer of our business.
  3. These terms are the whole agreement about the programme. If a part is invalid, the rest stays in force.
  4. Notices to you go to the email in your Partner Panel. Notices to us go to [partners contact email].
  5. These terms are governed by the laws of the Republic of Estonia. The courts of Estonia, with Harju County Court as the court of first instance, have exclusive jurisdiction, unless mandatory law gives you a different forum.

[Counsel: confirm the anti-bribery wording against the Estonian Penal Code and the UK Bribery Act where UK partners join; whether partners in each country need a self-billed invoice agreement; whether the referral cookie needs consent before it is set; and that forfeiture in section 7.2.4 is enforceable as a contractual penalty under Estonian law.]