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Affiliate Programme Terms and Conditions

This affiliate agreement (the "Agreement") sets out the complete terms and conditions between Betsson Services Limited, Betsson Experience Center, Ta' Xbiex Seafront, Ta' Xbiex, XBX 1027 Malta, ("RaceBets", "we" or "us"), and you, regarding your application to participate as an affiliate (an "Affiliate") in the RaceBets Affiliate Programme (the "Affiliate Programme"). Betsson Services Limited is a sister company of RaceBets International Gaming Limited, with its registered office in Malta, which allows individuals to take part in sports betting via internet and primarily via its offer operated under the domains racebets.com and racebets.de. The two companies operate a joint venture whereas Betsson Services Limited is responsible for marketing activities related to such platforms including the operation of this Affiliate Programme.

It is important that you read and understand this Agreement. By ticking the box on the application form you are making an application to join the Affiliate Programme and agreeing (subject to our approval of your application) to the terms and conditions of this Agreement. If you do not agree to the following terms and conditions (or are not authorised to do so) you should discontinue your application.

This Agreement replaces all previous terms and conditions relating to the Affiliate Programme.

1. Definitions and Interpretation

1.1. Definitions

"Advertising Medium" means all of the websites the Affiliate is using the Trackers on;

"Affiliate" means a member of the Affiliate Programme;

"Affiliate Programme Site" means the website at http://affiliates.racebets.com;

"Business Day" means any day (excluding Saturdays and Sundays) on which banks generally are open on Malta for the transaction of normal banking business;

"Commencement Date" means the date on which RaceBets confirms that the Affiliate's application to join the Affiliate Programme has been accepted;

"Confidential Information" means all information which is not publicly known and that is disclosed (by whatever means, directly or indirectly) by one party to another, whether before or after the Commencement Date including any information relating to the IPR, products, operations, processes, plans, intentions, product information, each party's customer data, the terms of this Agreement, market opportunities or business affairs of the disclosing party or any of its sub-contractors, suppliers, customers, clients or other contacts;

"CPA" means Cost per Acquisition;

"CPA Payment" means the one-time payment for every qualifying Customer payable to the Affiliate if it chooses the CPA payment plan;

"Customer" means an individual that:

  1. has opened a new account with RaceBets in respect of a relevant Site via one of the Affiliate's Trackers;
  2. has not previously opened an account with RaceBets in respect of such Site;
  3. has had their account registration details adequately validated and approved by RaceBets, including (without limitation) that the individual is confirmed to be 18 years of age or above;
  4. places stakes with deposited money on the relevant Site; and
  5. is qualified and authorised to access and use the relevant Site in accordance with the terms and conditions of use of such Site and complies with all applicable laws, rules and regulations;

"Force Majeure" means any event outside the reasonable control of a party affecting its ability to perform any of its obligations under this Agreement;

"Fraud" means an actual or attempted act by the Affiliate or any Customer, which is reasonably deemed by RaceBets to be

  1. illegal in any applicable jurisdiction;
  2. made in bad faith; or
  3. intended to defraud us and/or circumvent any contractual or legal restriction, regardless of whether such act or attempted act actually causes us any damage or harm (and Fraud shall include, without limitation: collusion; abuse of bonuses or other promotions; violation of money-laundering or other laws and regulations; spamming; false, misleading or unauthorised advertising or representations; use of stolen credit cards; and unauthorised use of any intellectual property rights).

"Good Industry Practice" means the exercise of that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced contractor acting in good faith;

"IPR" means any and all patents, trademarks, service marks, rights in designs (including semi-conductor topography design rights and circuit layout rights), get-up, trade, business or domain names, goodwill associated with the foregoing, e-mail address names, copyright including rights in computer software (in both source and object code) and rights in databases (in each case whether registered or not and any applications to register and rights to apply for registration of any of the foregoing), rights in inventions and web-formatting scripts (including HTML and XML scripts), know-how, trade secrets and other intellectual property rights which may now or in the future subsist in any part of the world including all rights of reversion and the right to sue for and recover damages for past infringements;

"Net Revenue" means the total of Sportsbook Revenue and Tote Revenue produced by a Customer less:

  1. any bonuses paid;
  2. charges levied by payment service providers (2.5% of the amount of deposits via credit or debit card, bank transfer, giropay, SOFORT and iDeal; 6.0% for any other deposits);
  3. bad debts;
  4. monies attributed to fraud;
  5. provisions for transactions which are reversed by instruction from the card-holder's bank (commonly referred to as charge-backs);
  6. any other revenue returns, credits, compensations or refunds given to the Customer; and
  7. any betting taxes due

"Party" means each of the parties to this Agreement;

"Personal Data" means any information relating to any person, whether individual or legal that is or may be identified from time to time (directly or indirectly). It includes without limitation any and all information in relation to Customers and/or Affiliates.

"Revenue Commission" is the percentage of Net Revenue payable to the Affiliate if they choose the Revenue Share payment plan;

"Sites" shall mean the websites promoted by RaceBets and/or any designated third party appointed by RaceBets from time to time and offered within the Affiliate Programme from time to time, and all of their related pages, and "Site" shall mean any of them;

"Sportsbook Revenue" means the amount of stakes on any of the Sites hold at the risk of RaceBets less:

  1. winnings; and
  2. returned stakes;
  3. returned stakes;

"Tote Operator" means a company or other entity, including its subsidiaries or lawful agents whether a Club or otherwise, licensed to conduct a totalisator betting system;

"Tote Revenue" means 9.5% of the amount of stakes commingled to any Tote Operator by RaceBets less:

  1. returned stakes; and
  2. stakes of bets whose winning odds are less than 1.10;

"Tracker" means a unique tracking URL that RaceBets shall provide exclusively to the Affiliate for the term of this Agreement, through which RaceBets shall track Customers and calculate an Affiliate's Revenue Commission or CPA Payment, as applicable.

1.2. In this Agreement (except where the context requires otherwise)

(a) clause headings are included for convenience only and shall not affect the interpretation of this Agreement;

(b) the singular includes the plural and vice versa; and

(c) reference to a statute or statutory provision is a reference to that statute or statutory provision and to all orders, regulations, instruments or other subordinate legislation made under the relevant statute.

2. Licence

2.1. In consideration of you making use of the Trackers and subject to the terms and conditions of this Agreement, RaceBets grants to you a non-exclusive, non-transferable, terminable licence to use the Trackers solely for your internal business purposes and in accordance with such other limitations and restrictions as set out in this Agreement.

2.2. It is a condition of this Agreement that you will not do any of the following:

(a) include the trackers in any electronically accessible medium other than the Advertising Medium without the express written consent of RaceBets; and/or

(b) use the Links in a way which proves or is likely to prove detrimental to RaceBets.

3. Affiliate's Obligations

3.1. You warrant and undertake that:

(a) you have full capacity and authority and all necessary licences, permits and consents to enter into this Agreement and any other documents executed by you that may be associated with this Agreement;

(b) you shall not access or have any right to access any Personal Data of RaceBets' customers;

(c) you will at all times conduct yourself with all due skill, care and diligence, including Good Industry Practice, and in accordance with your own established procedures and all applicable laws, enactments, orders, regulations and other similar instruments;

(d) you will comply with RaceBets' security guidelines and requirements as may be issued by RaceBets from time to time whether in writing or otherwise;

(e) all information you provided in applying to join the Affiliate Programme is correct and that you will notify us promptly of any changes;

(f) you will keep secret and not allow anyone else to use your login and password details for the Affiliate Programme;

(g) the Advertising Medium, or any part thereof, is not aimed at people under 18 years of age;

(h) you will not directly or indirectly offer any potential Customer any incentive (including, without limitation, payment of money or other benefit) to use the Trackers on the Advertising Medium;

(i) you have obtained and will maintain in force all necessary registrations, authorisations, consents and licences to enable you to fulfil its obligations under this Agreement and that you will fully comply with, and shall continue to fully comply with, all applicable laws and regulations;

(j) the Advertising Medium will not contain any material which is defamatory, violent, pornographic, unlawful, threatening, obscene or racially, ethnically, or otherwise discriminatory or in breach of any third party rights and shall not link to any such material;

(k) advertisements may not, among other things, be misleading; in particular, they may not be aimed at giving an inaccurate impression of the chances of winning. Additionally, they must not be aimed at minors. You further ensure that all marketing, advertising and promotions comply with the provisions of any advertising guidelines that might exist for the territory targeted and any regulations relating to them specifically, but not limited to these:

  1. I. advertisements targeting individuals in Great Britain or otherwise subject to regulation by the British Gambling Commission shall include the following:
    • A link to www.begambleaware.org
    • A warning reference to "18+ only" and
    • "Terms and Conditions apply" which shall be a link to the full terms and conditions applicable; the most significant terms shall also be easily visible on the advertisement.

  2. II. advertisements targeted at individuals in Germany or otherwise subject to the German State Gambling Treaty (Glücksspielstaatsvertrag, GlüStV) shall include the wording:
    • "Teilnahme nur ab 18 Jahren";
    • "Glücksspiel kann süchtig machen.";
    • "Hilfe unter www.bzgda.de"; and
    • "AGB und Bonusbedingungen gelten."

(l) you will not seek to challenge the validity of RaceBets' IPR; and you will not:

  1. register any domain names or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service; or
  2. include metatag keywords on the Internet Site;

that incorporate terms which are identical or similar to RaceBets' trademarks and you will at all times comply with such reasonable guidelines for the use of RaceBets' trademarks as may be issued from time to time.

(m) we will terminate this Agreement immediately without recourse for you if there is any form of spamming. You shall not make any claims or representations, or give any warranties, in connection with us and you shall have no authority to, and shall not, bind us to any obligations.

(n) you shall not directly or indirectly engage in, allow, assist, promote, encourage or benefit from any act or traffic that involves Fraud. Affiliates who directly or indirectly advise customers on match bets, arbitrage or activities that guarantees a profit by taking advantage of free bets, enhanced payouts, deposit bonuses, or any other promotional offer will lead to termination of your affiliate account;

(o) you must ensure that advertising of our product is allowed in the country you are targeting. While we will do our best to advise you of legislation changes in different regions, the final responsibility lies solely with the Affiliate;

(p) only one affiliate account is permitted per affiliate. RaceBets reserves the right to close down any duplicate accounts and to cancel any amounts otherwise due under such accounts;

(q) if your registered website/advertising medium is no longer active, you advise us via email of your new website/advertising mediums or log into your account to update the corresponding section with details of your new website/advertising mediums within 30 days. Failure to do so will result in the reduction of your commission to 5%;

(r) you must not use any means to promote sites which resemble in any way the look and/or feel of the RaceBets Site/s whether in whole or in part, nor utilise any such means or site to create the impression that such sites are the Site (or any part of the Site).

(s) you must ensure all details requested during the registration process is accurate and up to date.

3.2. You agree that

(a) neither you nor your immediate family or friends may become Customers and you shall not be entitled to any payment under this Agreement in relation to such family or friends. Immediate family in this context means your spouse, partner, parent, child or sibling;

(b) we may monitor the Advertising Medium to ensure you are complying with the terms of this Agreement and you will provide us with all data and information (including, but not limited to, passwords) to enable us to perform such monitoring at no cost to us;

(c) you will not knowingly benefit from traffic known or suspected to be generated not in good faith whether or not it actually causes RaceBets damage. RaceBets reserves the right to retain all commission otherwise due to the Affiliate under this Agreement if RaceBets has reasonable cause to believe that such traffic has been directed in this manner regardless of whether the Affiliate is aware of this;

(d) we shall use and process the following personal data of an Affiliate or any Affiliate employee in accordance with our Privacy Policy, as follows: your username for the purpose of logging in, your email address, name, date of birth, your country and address, telephone number and financial data for the purposes of ensuring a high level of security, fulfilling the AML legal requirements and for managing our business relationship.

(e) if over a period of 12 months, at least six of those months resulted in negative Net Revenue, RaceBets reserves the right to reduce the Revenue Commission to 5% or to terminate this Agreement; and

(f) if high negative Net Revenues are generated predominantly from a single customer, we reserve the right to reduce the Revenue Comission payable for future positive Net Revenues and/or terminate this Agreement.

4. Payment

4.1. You will be able to indicate your preferred payment option when applying to join the Affiliate Programme. The chosen option will be confirmed by us if we accept your application. If you selected revenue share then payments will be made in accordance with clause 4.2 below. If you selected a CPA Payment then payments will be made in accordance with clause 4.3 below. For the avoidance of doubt payments will only be made in respect of Customers introduced using the Links downloaded from the Affiliate Programme Site and no other links previously provided by RaceBets or obtained from any other source.

4.2. Except where otherwise agreed in writing if you selected a revenue share the monthly revenue of all Customers will be added up at the end of each month. If the total revenue is negative no action is taken and the amount will not be carried over into the next month. Otherwise you will receive the selected standard Revenue Commission as stated on the Affiliate Programme Site.

4.3. Except where otherwise agreed in writing if you selected a CPA Payment you will receive the selected standard payments as stated on the Affiliate Programme Site as soon as your Customer has placed bets with a total volume of € 100, whereas free-bets or bets placed using bonus money do not count.

4.4. You may request to change your chosen commission option via the Affiliate Programme Site no more than once every calendar month. RaceBets 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.

4.5. RaceBets 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 for any further Customers you introduce.

4.6. RaceBets may at its own discretion review your account to ensure continued promotion and referral of new Customers. If after review, we find that new Customers have not been referred over a substantial time period, you will be notified that unless a new Customer is referred within a timely manner, RaceBets may reserve the right to reduce your Revenue Commission to 5%. We further reserve the right to reduce your Revenue Commission if you reduce your efforts to recruit new Customers;

4.7. You will be able to review statements showing the number of Customers introduced by you via the Trackers and your share of Revenue Commission and/or CPA Payments, if any, which have accrued over the course of the calendar month, using the Affiliate Programme Site. Such statements shall be updated daily and are for information purposes only.

4.8. RaceBets will, at the end of a calendar month, inform you of your total share of Net Revenue and/or CPA Payments, if any, for the preceding calendar month ("Revenue Share"). The amount due is the sum of all CPA payments due in that month plus the sum of this month’s net revenue of all customers referred by the Affiliate in terms of the Revenue Commission Plan, if the total net revenue is positive, otherwise it will be supposed to be nil and just the CPA Payments will be paid. No negative revenue is carried-over to the following month if there is any.

4.9. Subject to clause 4.8 amounts due to you in respect of a calendar month will

(a) in the event that you are registered for VAT or any equivalent tax in the jurisdiction in which you are based be paid within 30 days of RaceBets receiving your invoice for the amount due; or

(b) if you are not registered for VAT or any equivalent tax in the jurisdiction in which you are based be paid within 30 days of the end of such calendar month or, if RaceBets in its complete discretion requires you to provide an invoice, within 30 days of receipt of such invoice.

4.10. All payments made to you by RaceBets under this Agreement are

(a) deemed inclusive of any VAT or other tax payable;

(b) will be paid in Euro; and

(c) will not be paid to any RaceBets account.

4.11. For the avoidance of doubt if RaceBets makes a payment under this clause 4 which later transpires not to have been due RaceBets may deduct such amounts from any future payments due to you under this agreement.

5. Disclaimer

RaceBets makes no representation that any of its services will be uninterrupted or error free and, to the fullest extent permissible by law, it will not be liable for the consequences of any such interruptions or errors.

6. Intellectual Property Rights

6.1. All IPR in the Trackers belongs to RaceBets. All IPR in any third party materials shall belong to the third party owner thereof.

6.2. Nothing in this Agreement purports to grant a license, provide any warranty or offer any indemnity in respect of any data that is not owned by RaceBets. In the event that you require access to any such data, you agree that you will give us an opportunity to secure rights to the same and (if it becomes necessary to do so) you will pay the costs of securing a licence to the same from the relevant third party data owner or either party may terminate this Agreement immediately.

7. Notification

Either party shall immediately notify the other party if any claim or demand is made or action brought against it for any infringement or alleged infringement of any IPR which may affect the supply or use of the Trackers.

8. Data Protection and Cookies

You shall at all times comply with the General Data Protection Regulation (GDPR) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any new or amended data protection acts, regulations or law applicable to your territory, all applicable legislation and/or regulations relating to the use of ‘cookies’ and will comply with all necessary notification procedures of the use of ‘cookies’ to all visitors to the Affiliate Websites. You shall also comply with any other related or similar legislation.

The Affiliate shall inform users of the Affiliate Site, via the relevant privacy policy or other appropriate means, that a tracking technology will be installed on the user’s hard drive once the user clicks on the Content. The Affiliate shall provide users with the opportunity to reject the installation of such tracking technology in accordance with Regulation 6 of the Privacy and Electronic Communications (EC Directive) Regulations 2003.

9. Confidentiality and Announcements

9.1. During the term of this Agreement and after termination or expiration of this Agreement, the parties will not use any Confidential Information for any purpose other than in pursuance of their rights and obligations under this Agreement nor disclose any Confidential Information to any person except with the prior written consent of the other party and shall follow Good Industry Practice to prevent the use or disclosure of the Confidential Information.

9.2. The parties may disclose any Confidential Information to their directors, other officers, employees, advisers and sub-contractors to the extent that such disclosure is reasonably necessary and in accordance with the requirements set out in clause 9.1.

9.3. On termination the parties shall (on request) deliver up to the other party or destroy all copies of Confidential Information in its possession, and (if so requested) shall use all reasonable endeavours to destroy all copies of Confidential Information stored electronically.

9.4. The parties shall together determine the content of any communications concerning the relationship between the parties. Such communications shall be issued at a time and in a manner agreed by the parties.

10. Indemnity

You will indemnify and hold harmless RaceBets 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 RaceBets in consequence of any breach by you of your obligations under this Agreement. This clause will survive termination of this Agreement for whatever reason.

11. Limitation of Liability

11.1. Save as provided by statute and to the fullest extent permitted by law, the following provisions set out the entire liability of RaceBets (including any liability for the acts and omissions of its employees, agents and sub-contractors) to you whether in contract, tort, statute, equity or otherwise:

(a) You acknowledge and agrees that (except as expressly provided in this Agreement) the Trackers and Affiliate Programme Site are provided "AS IS" without warranties of any kind (whether express or implied);

(b) All conditions, warranties, terms and undertakings (whether express or implied), statutory or otherwise relating to the delivery, performance, quality, accuracy, uninterrupted use, fitness for purpose, occurrence or reliability of the Trackers or the Affiliate Programme Site are hereby excluded to the fullest extent permitted by law; and

(c) RaceBets will not be liable to you for any losses relating to your use of the Trackers or the Affiliate Programme Site including but not limited to loss of profits (whether direct or indirect), loss of contracts or goodwill, lost advertising, loss of data or any type of special, indirect, consequential or economic loss (including loss or damage suffered by you as a result of an action brought by a third party) even if such loss was reasonably foreseeable or RaceBets had been advised of the possibility of you incurring such loss.

11.2. No exclusion or limitation set out in this Agreement shall apply in the case of:

(a) fraud or fraudulent concealment;

(b) death or personal injury resulting from the negligence of any party or any of its employees, agents or sub-contractors; and/or

(c) any breach of the obligations implied by (as appropriate) section 12 of the Sale of Goods Act 1979, section 2 of the Supply of Goods and Services Act 1982 or section 8 of the Supply of Goods (Implied Terms) Act 1973.

11.3. The time limit within which you must institute suit against RaceBets to recover on any claim shall be 2 years from the date the Affiliate should reasonably have become aware or becomes aware of the relevant breach that would form the subject of the claim.

11.4. This clause 11 will survive the termination of this Agreement for whatever reason.

12. Force Majeure

12.1. If either party is affected by Force Majeure it shall notify the other party in writing of the matters constituting the Force Majeure and shall keep that party informed of their continuance and of any relevant change of circumstances whilst such Force Majeure continues. Neither party shall have any liability to the other in respect of an event of Force Majeure provided it complies with clause 12.2.

12.2. The party affected by Force Majeure shall take all reasonable steps available to it to minimise the effects of Force Majeure on the performance of its obligations under this Agreement.

13. Term and Termination

13.1. This Agreement shall commence on the Commencement Date and, subject to clause 13.2, shall continue until either party serves 20 Business Days written notice of an intention to terminate.

13.2. RaceBets may terminate this Agreement immediately in the event that the Affiliate

(a) breaches any of the terms of this Agreement which, in the case of a breach capable of remedy, has not been remedied within seven days of receipt of a notice from RaceBets specifying the breach and requiring its remedy;

(b) is unable to pay its debts as they fall due or make any voluntary arrangement with its creditors, become subject to an administration order, have an administrative receiver or receivers appointed in respect of the whole or any part of its assets, go into liquidation (voluntary or otherwise save for any voluntary liquidation entered into solely for the purposes of a bona fide reconstruction or amalgamation) or be made the subject of a bankruptcy order or ceases or threatens to cease carrying on its business; or

(c) in RaceBets' opinion, is in breach of the terms of any applicable advertising code of practice;

(d) RaceBets shall have the right to terminate this Agreement with immediate effect if the Affiliate is in breach of any of its obligations contained in clause 3 above.

(e) Your reduced or suspended promotion of our sites will be deemed to represent your termination of this Agreement

13.3. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification.

14. Consequences of Termination

On termination of this Agreement all licences granted by RaceBets to the Affiliate pursuant to this Agreement will immediately terminate. Further the Affiliate will not be entitled to receive any further payments pursuant to clause 4 following such termination.

15. Assignment and Sub-Contracting

15.1. You will not assign, novate, declare a trust of or otherwise dispose of this Agreement, or any part thereof, without the prior written approval of RaceBets.

15.2. RaceBets may assign or sub-contract any of its rights and obligations under this Agreement to another company within its Group at any time on giving notice to you.

16. Entire Agreement

This Agreement constitutes the entire and only Agreement between the parties with regards to its subject matter and the parties confirm that they have not been induced to enter into this Agreement in reliance upon, nor has it been given, any warranty (including in particular any warranty as to merchantability, fitness for purpose or uninterrupted functionality), representation, statement, assurance, covenant, Agreement, undertaking, indemnity or commitment of any nature whatsoever other than as are expressly set out in this Agreement and, to the extent that it has been, it unconditionally and irrevocably waives any claims, rights or remedies which it might otherwise have had in relation thereto.

17. No Partnership

Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute, or be deemed to constitute, the parties as a partnership, association, joint venture or other co-operative entity.

18. Waiver & Variations

18.1. No breach of any provision of this Agreement shall be waived or discharged except with the express written consent of the parties.

18.2. No failure or delay by a party to exercise any of its rights under this Agreement shall operate as a waiver thereof and no single or partial exercise of any such right shall prevent any other or further exercise of that or any other right.

18.3. We may modify all or any part of this Agreement at any time. We will give you 7 days notice of any such changes. If you do not agree to the changes you may serve notice to terminate this agreement under clause 13.1 before the changes take effect and such changes will not apply for the duration of the notice period set out in clause 13.1. If you fail to terminate this Agreement and continue to participate in the Affiliate Programme you will be deemed to have accepted the changes made under this clause. The latest modified date of these terms and conditions will be displayed at the bottom of this Agreement.

19. Notices

19.1. Notices and communications from RaceBets will be made by e-mail to the address provided by you on your application to join the Affiliate Programme.

19.2. You should send all notices and communications to the following email address affiliates@racebets.com or such other e-mail address as notified to you via the Affiliate Programme Site from time to time.

19.3. Notices and communications will be deemed received 4 hours after being sent provided that if such notice would then be deemed to have been received outside the hours of 09:00 to 17:00 (GMT +1) it will be deemed to have been received at 09:00 on the next Business Day.

20. Third Party Rights

20.1. No third party may enforce any rights granted to it under this Agreement. Except as mentioned above the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no rights or benefits expressly or impliedly conferred by it shall be enforceable under that Act against the parties to it by any other person.

20.2. Except with regards to the amendment of clauses 10 and 11 the rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement is not subject to the consent of any person that is not a party to this Agreement.

21. Further Assurance

Each party shall, upon request from the other, do and execute, or procure that there shall be done and executed, all such documents, deeds, matters, acts or things as that other may at any time require to give it the full benefit of this Agreement.

22. Governing Law and Jurisdiction

This Agreement (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Agreement or its formation) shall be governed by and construed in accordance with Maltese law and the parties hereby irrevocably submit to the jurisdiction of the court of Malta.

Last amended date: 23rd May 2018