Obligația contractuală
Participarea la Programul de afiliere TotalBet este condiționată de semnarea unui acord oficial cu TotalBet. Acești Termeni și Condiții servesc ca document suplimentar la contract și nu înlocuiesc obligațiile contractuale dintre TotalBet și afiliat.
Pop-Up Agreement
Făcând clic pe „Sunt de acord”, confirmați că ați citit, înțeles și acceptat Termenii și condițiile Programului de afiliere TotalBet. De asemenea, confirmați respectarea tuturor reglementărilor locale aplicabile, inclusiv cerințele de licențiere și standardele de publicitate.
Parties:
TOTAL BET ONLINE S.R.L, Pitesti, Bd Republicii Nr.148, Cladirea C2, Biroul 4, Etaj 2, Judet Arges, Romania, CUI 44764956 Registry number nr: J3/1966/2021 legally represented by Chririta Cristian, as the service beneficiary , hereinafter referred to as the "Beneficiary," and affiliate account owner heby named "Provider", individually referred to as a "Party" and collectively as the "Parties."
HAVING REGARD TO:
a) The Beneficiary is a company that provides complex marketing services and manages the marketing campaigns of the www.totalbet.ro
b) The Provider operates online, with exposure both in Romania and internationally through social networks as Youtube, Instagram, Facebook, Tik Tok, Google ADS etc., and also on its own and partner websites :
c) The Beneficiary's intention to promotethe image, name, and activities of the brands mentioned above, online through the digital channels of the Provider.
The Parties have agreed to conclude this online advertising services contract
1. OBJECT OF THE CONTRACT
1.1. The Provider undertakes to provide online advertising services to the Beneficiary, for the promotion of the Beneficiary's brand and activities.
1.2. The provider undertakes to bring to the attention of the public on social media platforms, as well as its and partner websites, the Beneficiary's brands www.totalbet.ro and their services.
2. DURATION OF THE CONTRACT
2.1. This Contract is concluded for a period of 12 months from the date of conclusion of the contract, and may be extended only with the written agreement of both contractual parties.
2.2. Any changes agreed upon by both Parties regarding the terms, conditions, obligations, and rights arising from this Contract will be recorded in an Addendum, considered an integral part of this document.
3. COMPENSATION FOR SERVICES. PAYMENT TERMS
3.1. For the services provided according to this contract, the Beneficiary owes the Provider their price under this Contract, as will be detailed in the monthly activity reports. This price will be highlighted in the fiscal invoices issued by the Provider.
3.2 The value of the monthly fee which the Provider/Affiliate is entitled to in exchange of the promotion Services performed in favour of the Beneficiary (hereinafter the “Fee/Revenue share”) shall be calculated at 25% and can be modified only by signing a contract.
3.3. The Service Provider will issue an invoice at the beginning of each month for the services provided in the previous month.
3.4. The Beneficiary will pay the Provider the consideration for the services provided, according to the invoice and its annex ( activity report) approved by the Beneficiary, in EURO, within a maximum of 30 days from the date of the receipt of the invoice by the Beneficiary.
3.5. If the Beneficiary does not fulfill his payment obligations on time or does not fulfill his payment obligations properly, the Provider may request the payment of penalties in the amount of 0.01%/day of delay from the value of the outstanding balance.
3.6. If the due date of the payment to be made by the Beneficiary does not correspond to a working day, the payment will be made on the first following working day. Working day means any calendar day, excluding Saturdays and Sundays and public holidays.
3.7. The Provider agrees that the Beneficiary cannot be asked for any additional committed expenses without the prior written consent of the Beneficiary.
4. OBLIGATIONS OF THE PARTIES
4.1. Obligations of the Provider:
(a) The Provider undertakes to provide the Beneficiary with online advertising services in accordance with the provisions of this contract.
(b) The Provider commits to respect all obligations arising from the Contract and to fulfill them in good faith.
(c) The Provider agrees to comply with the provisions of Regulation 679/2016 on the processing of personal data and Law no. 190/2018.
(d) The Provider undertakes to obtain any approvals, agreements, licenses, or authorizations necessary for the provision of services.
(e) The Provider declares that it has become aware of the fact that the brand www.totalbet.ro are managed and operate in the field of gambling according to Romanian legislation, declares and guarantees to the Beneficiary that they meet all conditions required by applicable legislation, all necessary, suitable, or required requirements, including reputational and professional standards, to a high standard of quality for the provision of services to the Beneficiary.
4.2. Obligations of the Beneficiary:
The Beneficiary undertakes to:
(a) Pay the value of advertising services according to the agreed conditions;
(b) Provide the Provider with all necessary materials and information for the execution of contractual terms on time;
(c) Assume full responsibility in case its advertising materials infringe upon the rights of third parties or violate current legislation;
(d) Respect all obligations arising from this Contract and fulfill them in good faith;
(e) In the event the Provider disagrees with the content of an advertising campaign, the Beneficiary agrees to make all efforts to modify it into a unanimously accepted form; otherwise, the Provider may refuse to publish such a campaign;
(f) Avoid running campaigns that may harm the Provider.
4.3: Minimum Activity Requirement
4.3.1 Minimum New Real Depositors Obligation
The Affiliate shall be required to deliver a minimum of one hundred (100) New Real Depositors (NRDs) within each calendar month during the Term of this Agreement. For the purposes of this Agreement, an NRD shall be defined as a user who both registers and makes a first deposit within the same calendar month.
4.3.2 Shortfall and Remedial Period
a) In the event that the Affiliate fails to deliver the required 100 NRDs in any given calendar month, the Affiliate shall be granted a grace period of one (1) subsequent calendar month to remedy such shortfall.
b) The Affiliate shall be obligated to make up the shortfall in addition to meeting the standard NRD requirement for the subsequent month. For example, if the Affiliate delivers only eighty (80) NRDs in the first month, the Affiliate shall be required to deliver a total of one hundred and twenty (120) NRDs in the following month (i.e., the shortfall of twenty (20) NRDs from the previous month plus the standard monthly quota of one hundred (100) NRDs).
4.3.3 Termination for Non-Compliance
a) If the Affiliate fails to meet the combined NRD requirement for two (2) consecutive months, as set forth in Section 4.3.2, the Company shall have the right, at its sole discretion, to terminate this Agreement with immediate effect.
b) Upon such termination, the Affiliate’s account shall be deactivated, and this Agreement shall be deemed null and void. The Company shall have no further obligations, financial or otherwise, towards the Affiliate. Any outstanding payments related to commissions or revenue share accrued prior to termination shall be forfeited.
4.3.4 Account Closure and Forfeiture of Rights
a) Upon termination under Section 4.3.3, the Affiliate acknowledges and agrees that their account shall be permanently closed, and access to the Company’s platform shall be revoked. The Affiliate shall have no further claim to any commissions, revenue share, or other compensation following the effective date of termination.
4.3.5 No Waiver
The Company’s decision to grant the Affiliate a remedial period as set forth in Section 4.3 shall not constitute a waiver of the Company’s right to enforce the minimum NRD requirements or any other provisions of this Agreement in the future.
5. CONTRACTUAL LIABILITY. TERMINATION OF THE CONTRACT
5.1. This Contract terminates automatically, without the need for court intervention, in the following cases:
a. Upon reaching the term if the parties do not decide to continue it;
b. By agreement of the Parties;
c. At the initiative of the Beneficiary, if the Provider fails to perform or performs inadequately one of the contractual obligations and does not take measures to remedy the situation within 10 days of receiving written notice in this regard. The termination of the Contract takes effect from the 11th day after receiving the remedial notice;
d. At the initiative of the Provider, if the Beneficiary fails to perform or performs inadequately one of the contractual obligations and does not take measures to remedy the situation within 10 days of receiving written notice in this regard. The termination of the Contract takes effect from the 11th day after receiving the remedial notice;
e. At the initiative of the Beneficiary, if the Provider fails to perform or performs inadequately one of the contractual obligations that may harm the image of the Beneficiary or the brand. The termination of the Contract takes immediate effect from the moment the Beneficiary notifies the Provider in this regard. In case the prestige and image of the Beneficiary or the brand are affected due to the actions or inaction of the Provider, and the latter is proven, by final court decision, the Provider undertakes to pay damages to the Beneficiary according to the court judgment.
f. At the initiative of either Party, through unilateral denunciation with a notice period of 30 days, by sending a notification to the other Party.
5.2. The termination of this Contract for any reason will have no effect on obligations already due between the parties.
5.3. The provisions of this chapter do not exempt the Party that culpably caused the termination of the Contract from liability.
5.4. Non-performance or inadequate performance of contractual clauses entails, for the party at fault, the payment of damages up to the full coverage of the incurred prejudice.
5.5. In the event of a breach of their obligations, the failure of the party suffering damage to exercise the right to demand exact or monetary equivalent performance of the respective obligation or damages does not mean a waiver of this right.
5.6. All clauses which, by the will of the Parties or by their nature, are intended to remain in force after the termination of the Contract for any reason shall continue to have effect, as the will of the Parties or in accordance with the nature of these obligations.
6. NOTICES AND CONTRACTUAL COMMUNICATION
6.1. Any communication, notification, confirmation, or advice addressed by one Party to the other is validly fulfilled if transmitted in writing to the correspondence address specified in art. 6.5 of this Contract.
6.2. In the case of communication, notification, or advice sent by mail, it shall be communicated by registered letter with acknowledgment of receipt (AR) and is deemed received by the recipient on the date indicated by the receiving postal office on this acknowledgment.
6.3. The Parties agree to use electronic mail services for any type of contractual communication. The message sent by email is considered validly transmitted from the date of its communication by the sending Party. For the expeditious communication of contractual matters, the Parties agree that email messages do not require the application of an authorized digital signature to be accepted as a valid means of communication between them.
6.4. Any change in contact details will be communicated to the other Party according to the provisions of this Contract.
6.5. In the course of the contractual relationship, the Parties will use the emails provided in the platform as method of contact.
7. PERSONAL DATA
7.1. The processing of personal data will be carried out in accordance with the provisions of EU Regulation no. 679 of April 27, 2016, on the protection of individuals concerning the processing of personal data and the free movement of such data, and the repeal of Directive 95/46/EC ("GDPR"), Law no. 190/2018 on the implementation of EU Regulation No. 679 of April 27, 2016, as well as any other applicable provisions to the Parties in the field of data protection.
7.2. Any personal data included in the Contract or transferred under the Contract between the parties will be processed by them in accordance with the provisions of art. 6 para. (1) lett. b) and f) of EU Regulation 2016/679 on the protection of individuals regarding the processing of personal data and on the free movement of such data and any other applicable laws.
7.3. For the execution of the Contract, each Party, as a personal data controller, acts in accordance with its internal procedures, having full sovereignty to decide on its own method of working to fulfill its obligations under the Contract regarding the processing of personal data. The Parties agree and acknowledge that each of them acts on its own behalf and on its account, as an independent operator regarding personal data processing operations, in accordance with the purposes related to the conclusion and execution of this Contract.
7.4. Each Party will implement technical and organizational measures suitable to protect the personal data it processes against accidental or unlawful destruction or accidental loss, alteration, disclosure, access, or unauthorized processing, and will be responsible under the provisions of art. 5 para. (2) of EU Regulation 2016/679, being able to demonstrate compliance.
7.5. During the execution of this Contract, each Party may collect, store, and use multiple categories of personal data, including names, first names, phone numbers, email addresses, signatures, regarding the legal representatives or employees of the other Party, or other persons representing that Party. This data may be collected from the other Party or directly from the data subject. The processing of personal data of the data subjects mentioned above is necessary to allow the Parties to conclude and execute the Contract. To ensure timely, transparent, and relevant information to data subjects, in accordance with GDPR requirements, each Party will prepare and be responsible for the content of its own information note regarding the processing of personal data carried out in connection with the legal representatives/employees of the other Party and/or other persons representing that Party.
7.6. If the Provider acts at any time during the contract as a processor on behalf of the Beneficiary regarding the processing of personal data, the Parties will first conclude a data processing agreement through authorized persons, to ensure compliance with the applicable requirements for such processing, in accordance with art. 28 of the GDPR.
8. FORCE MAJEURE
8.1. Force majeure exempts the Parties from liability in case of partial or total non-performance and/or inadequate and/or untimely performance of any or all obligations assumed under this Contract.
8.2. Force majeure refers to an event independent of the parties' will, unforeseeable and insurmountable, occurring after the conclusion of this Contract, preventing the Parties from fully or partially and/or timely and/or properly performing any or all of the assumed obligations, including but not limited to a pandemic, armed insurgency, civil unrest, war, military operations, a state of emergency or siege declared, including those due to extreme weather conditions.
8.3. The Party invoking force majeure is obliged to notify the other party in writing within a maximum of 5 (five) days from its occurrence, and proof of force majeure must be communicated within a maximum of 15 (fifteen) days from its occurrence. The reference date is the dispatch date indicated on the post office stamp. The Party invoking force majeure is obliged to inform the other party of the cessation of this event within a maximum of 5 (five) days from its cessation.
8.4. If force majeure exceeds a duration of 30 calendar days, each party may waive further contract execution without claiming damages.
9. CONFIDENTIALITY
9.1. The Parties agree to keep confidential any confidential information. For the purposes of this Contract, the term "Confidential Information" includes, without limitation, trade secrets, know-how, formulas, procedures, techniques, and information related to past, ongoing, and future research and development activities, as well as activities in the field of development that may be disclosed to other parties, operational information, technical data, procedural data, commercial data, software information - including general and/or specific know-how, marketing strategies, personal data, investment proposals, and any other relevant information and/or data. The Parties agree that any information disclosed or created under this Contract cannot be used or disclosed by any party to a third party, and none of the parties disclose this Contract, its existence, nature, or subject matter to a third party without prior written consent from the other party.
9.2. The obligations not to disclose confidential information to third parties remain in effect even after the termination of this Contract in any way, , for a period of 2 years from the termination of this contract.
9.3. Confidential information does not include information that is already in the public domain.
9.4. These restrictions on use and disclosure of Confidential Information shall not apply to any Confidential Information:
• which is developed independently by the Parties or any of the Parties' affiliated companies; that was lawfully received without any restriction from another source that has the right to provide such Confidential Information; or
• which at the time of disclosure to the other Party were known by it or by any of its affiliated companies without restrictions (or subject to fewer restrictions than stipulated in this Contract);
• which one of the Parties is required by the law in force to disclose; provided that such Party shall notify the other Party of its intention to make such disclosure as soon as it is determined that it is required to make such disclosure and before making any such disclosure (if permitted by law); and provided that we take reasonable steps to limit the amount of confidential information so disclosed and to protect confidentiality.
• which enters the public domain without being the result of any action, non-action or mistake of the Parties.
10. ASSIGNMENT OF THE CONTRACT
10.1. Neither Party may assign the rights and/or obligations arising from the Contract without the prior, express, and written consent of the other Party, under the penalty of paying damages for the incurred prejudice. However, the Beneficiary may assign this contract to companies within the Beneficiary's group with a simple notification to the Provider in this regard, after the conclusion of the assignment act. The Beneficiary's group includes (i) any company or entity in which the Beneficiary directly or indirectly holds shares or interests with voting rights; or (ii) any company or entity that directly or indirectly holds shares or interests with voting rights of the Beneficiary; or (iii) any company or entity that directly or indirectly controls or is under the control of a company or entity described in (i) or (ii); or (iv) any company that has the same ultimate bene
11. BRAND PROTECTION, FRAUD PREVENTION, AND COMPLIANCE
11.1. Authorized Use of Branding
The Affiliate is granted permission to use the Beneficiary’s trademarks, logos, and brand names solely for the purpose of promoting the Beneficiary’s products, subject to prior written approval from the Beneficiary. All uses of the Beneficiary’s branding must comply with the guidelines provided by the Beneficiary and align with the Beneficiary’s standards of quality and reputation.
11.2. Prohibited Advertising Practices
The Affiliate agrees not to engage in any of the following practices while promoting the Beneficiary’s brand:
a) Misleading Advertising: The Affiliate shall not use deceptive or misleading advertising techniques, including clickbait, false promises of winnings, or exaggerated claims about the likelihood of winning. Advertisements suggesting guaranteed returns or targeting vulnerable individuals are strictly prohibited.
b) Targeting Minors: Affiliate will not create, use, distribute or promote advertisements that target or attract persons under the legal gambling age. The use of images, language or platforms known to attract minors is strictly prohibited.
c) Unauthorized Platforms: The Affiliate shall not use the Beneficiary’s branding on unauthorized or inappropriate platforms, including forums, social media channels, or websites that may harm the Beneficiary’s reputation.
d) False Endorsements: The Affiliate shall not imply endorsements, partnerships, or sponsorships that do not exist between the Affiliate and the Beneficiary.
e) Prohibited Content: The Affiliate shall not use offensive, defamatory, or harmful content, including promoting illegal activities, hate speech, or discrimination
11.3. Prohibition of Fraudulent Activities
The Affiliate is strictly prohibited from engaging in or facilitating fraudulent activities to generate revenue or bonuses. This includes, but is not limited to:
a) Creating or Assisting in Creating Multiple Accounts: The Affiliate shall not encourage or assist users in creating multiple accounts (e.g., using accounts under family members’ names) to gain bonuses or other benefits.
b) Bypassing KYC and Payment Procedures: The Affiliate shall not provide guidance, education, or assistance on how to bypass Know Your Customer (KYC) procedures, verification processes, or payment method restrictions. Any attempt to circumvent these legal requirements is strictly prohibited.
c) Educating or Facilitating Fraud: The Affiliate shall not engage in activities that involve educating, instructing, or assisting users on how to commit fraud, such as bypassing verification processes or manipulating the system to gain unauthorized benefits.
11.4. Monitoring and Immediate Suspension
The Beneficiary reserves the right to monitor the Affiliate’s activities to ensure compliance with this Agreement. If any evidence of suspicious or potentially fraudulent behavior is detected:
a) The Beneficiary may suspend the Affiliate’s account immediately, pending further investigation.
b) If the investigation confirms fraudulent activities or attempts to educate users on committing fraud, the Beneficiary reserves the right to terminate this Agreement immediately, resulting in the permanent closure of the Affiliate’s account and forfeiture of all pending commissions.
c) The Affiliate acknowledges that upon termination, all access to user data and the referred user database will be revoked.
11.5. Termination and Consequences for Breach
If the Affiliate is found to be in violation of any provisions of this Agreement, including but not limited to engaging in fraudulent activities or educating users on how to commit fraud:
a) The Beneficiary reserves the right to terminate this Agreement immediately without prior notice.
b) The Affiliate’s account will be permanently closed, and the Affiliate will lose access to all user data and the database of referred users.
c) Any pending commissions or payments due to the Affiliate will be forfeited.
d) The Beneficiary may pursue legal action for damages, including compensation for reputational harm and any financial losses incurred as a result of the Affiliate’s actions.
11.6. Indemnification
The Affiliate agrees to indemnify and hold harmless the Beneficiary, its affiliates, officers, and employees from any claims, losses, damages, liabilities, costs, or expenses (including reasonable legal fees) that may arise as a result of:
a) The Affiliate’s breach of any provision of this Agreement;
b) The Affiliate’s engagement in fraudulent or unauthorized activities, including but not limited to misleading advertising, creating multiple accounts, or bypassing verification procedures;
c) Any third-party claims resulting from the Affiliate’s actions or omissions, whether intentional or negligent, in connection with this Agreement.
11.7. Indemnification
The Affiliate agrees to indemnify and hold harmless the Beneficiary, its affiliates, officers, and employees from any claims, losses, damages, liabilities, costs, or expenses (including reasonable legal fees) that may arise as a result of:
a) The Affiliate’s breach of any provision of this Agreement;
b) The Affiliate’s engagement in fraudulent or unauthorized activities, including but not limited to misleading advertising, creating multiple accounts, or bypassing verification procedures;
c) Any third-party claims resulting from the Affiliate’s actions or omissions, whether intentional or negligent, in connection with this Agreement.
12. INTELLECTUAL PROPERTY RIGHTS
12.1. The Provider understands and acknowledges that all data, trade names, trademarks, designs, logos, signs, and any other information, materials, and creative concepts used and incorporated in the advertising materials subject to this Contract (hereinafter referred to as "Intellectual Property Rights"), whether provided by the Beneficiary or representing the creative contribution of the Provider, are the property of the Beneficiary and may be used by the Provider only for the purpose and duration necessary for the fulfillment and in connection with the subject of this Contract, under penalty of liability for damages caused.
12.2. The Beneficiary grants the Provider the right to use the Beneficiary's trademark and logo for their insertion in the advertising materials produced, according to the instructions and indications provided by the Beneficiary in this regard. The Provider shall not use materials incorporating intellectual property rights belonging to the Beneficiary, except for the purpose provided by this contract and within the limits imposed by this purpose, without acquiring any other exploitation rights thereon.
12.3. The Provider undertakes to take all necessary measures to ensure that the use of the Beneficiary's trademark and logo is carried out in full accordance with the purpose intended by the Parties, as established by the understanding of the Parties and reflected in the provisions of this Contract, as well as strictly respecting the period for which such use is permitted according to the annexes to this contract concluded by the parties.
12.4. The Provider declares that they will not register trademarks, trade names, or domain names identical or similar to those belonging to the Beneficiary, nor translations or transliterations thereof, without the written consent of the Beneficiary.
12.5. By this contract, the Provider exclusively transfers to the Beneficiary all intellectual property rights, including but not limited to the proprietary rights of the author and all related rights over any and all advertising materials and/or advertisements made by the Provider in accordance with the provisions of this Contract, for all territories worldwide, for the entire duration of protection of the rights, for all modes of use and exploitation necessary (including, but not limited to, the right of reproduction, distribution, licensing, lending, public communication, broadcasting, cable retransmission, making of derivative works), in exchange for the price established in the annexes (activity reports) concluded regarding each campaign, which shall form an integral part of this contract.
13. OTHER CONSIDERATIONS
13.1 Upon the Beneficiary's request, the Provider will provide a comprehensive report with all articles and messages published on the Provider's channels in the agreed-upon campaign, along with audience data (traffic, reach, etc., to the extent obtainable). Additionally, the Provider agrees to respond to the Beneficiary within a maximum of 2 working days to all necessary questions for a complete clarification of the campaign results.
13.2 The Beneficiary guarantees that they have the authority to grant all approvals, licenses, and authorizations necessary under this contract. They further assure that the images, brand, and other advertising materials or information provided to the Provider will not infringe on any copyright or other intellectual property rights of any other person and/or entity. The Beneficiary agrees to indemnify the Provider against any claims or losses arising from a breach of this clause, limited to the damage caused and the fault of the Beneficiary.
14. FINAL CLAUSES
14.1. Each Party declares and guarantees to the other Party that it is a legally constituted company, having the capacity to exercise its rights and perform its obligations under this Contract, and is able to validly enter into this contract through the representatives identified in the preamble of this Contract.
14.2. This Contract shall be governed and interpreted in accordance with Romanian law.
14.3. Any misunderstanding, dispute, or controversy arising out of or in connection with this Contract shall be resolved amicably, and in case the Parties fail to reach an agreement, all disputes regarding the validity or arising from the interpretation, execution, or termination of the Contract will be submitted to the Romanian courts from Pitesti.
15. INSURANCE CLAUSE
15.1. The Parties expressly and unequivocally agree that no formalities such as authentication, legalization, or dating are necessary for this contract to have legal probative force regarding the contractual relationship between the parties. The provisions of this contract represent the firm, unimpaired, and freely expressed will of the parties.
15.2. If any provision of this Contract becomes void or unenforceable for legal or factual reasons, it shall not affect the other provisions of the Contract.
15.3. If a provision or the entire Contract proves to be void or unenforceable, the Parties will replace them with others that correspond to the economic, legal, and commercial purposes to the greatest extent possible.
15.4. The contract has been drafted in both Romanian and English language (in case of conflict, the English version shall prevail).