Curaçao Licence Terms

In this Agreement, the following capitalised terms have the meanings given below.

Applicable Law

All laws, orders, regulations and legal requirements in force from time to time, including the laws of Curaçao and of each Approved Market, the conditions of the Gambling Licence, and the codes, directions and standards of any Competent Authority.

Approval Notice

The written notice by which the Operator, directly or through the Platform Provider, approves the Marketer’s application to operate under the Gambling Licence, identifying the Operator by name, company number and licence number.

Approved Markets

In respect of a Domain, the markets from which the Operator permits that Domain to accept End Users, as notified by the Operator under clause 3.6.

Competent Authority

The Regulator and any other governmental, judicial or regulatory authority having jurisdiction over either party or over any activity contemplated by this Agreement.

Domain

Each domain name of the Marketer that the Regulator has approved for operation under the Gambling Licence under this Agreement, together with the Website accessed through it.

Effective Date

The date of the Approval Notice.

End User

A person who registers on a Website.

End User Data

All data relating to End Users collected or generated through a Website, including registration, KYC, transaction, wagering and responsible-gambling records.

End User Terms

The Operator’s terms and conditions and privacy policy for End Users, posted on each Website in the form the Operator specifies.

Licence Fees

The fees set out in Schedule 1.

Marketer

The customer of the Platform Provider that accepts this Agreement under clause 1.3 and whose application is approved by an Approval Notice.

Marketer Trade Marks

The brands, logos and trade marks of the Marketer used on a Website.

Operator

The holder of a gaming licence issued by the Regulator that approves the Marketer’s application and is identified in the Approval Notice.

Operator Policies

The internal policies, rules and procedures the Operator establishes or modifies from time to time and notifies to the Marketer, including those relating to anti-money laundering, know-your-customer, responsible gambling and marketing.

Platform

The iGaming platform supplied to the Marketer by the Platform Provider.

Platform Provider

The Speedix company that supplies the Platform to the Marketer.

Regulator

The Curaçao Gaming Control Board.

Restricted Territories

The territories listed in Schedule 2, as updated under clause 3.6.

Term

The period described in clause 9.1.

Website

A website accessed through a Domain and operated on the Platform.

Headings are for convenience only. References to clauses and Schedules are to clauses of, and Schedules to, this Agreement. “Including” is illustrative and does not limit what precedes it. Words in the singular include the plural and vice versa.

Acceptance and formation. The Marketer accepts this Agreement when applying to operate under the Gambling Licence, by ticking the acceptance box in the licence application in the Platform back office or, until that application is available, by confirming its acceptance in writing. Acceptance in electronic form has the same effect as a signed written agreement, and no signature is required. This Agreement is formed, and takes effect, on the date of the Approval Notice. Clauses 4.7 and 7.6 and this Article 1, and clauses 7.1, 7.2 and 7.5 and Schedule 1 to the extent they concern the Application Fee, bind the Marketer from acceptance: the Application Fee is payable on submission of the application, and may be collected under clause 7.2, whether or not the application is approved. No Licence Fee is payable before the Approval Notice.

Identity of the Operator. The Operator is identified to the Marketer in the Approval Notice. Until it is displayed on a Website under clause 4.9, the Operator’s identity is non-public information of the Operator for the purposes of clause 8.

Signed copies. Where the Marketer requests it, the parties may also sign a copy of this Agreement using the signature page. A signed copy has the same content as the version of this Agreement in force when it is signed, save for any change expressly agreed in writing and signed by both parties; later updates under clause 1.6 apply to it save to the extent they conflict with such a change.

Updates. The Operator, through the Platform Provider, may publish an updated version of this Agreement. An update takes effect for new applications on publication, and for existing Marketers thirty (30) days after notice, save that a change required by Applicable Law or a Competent Authority takes effect immediately. Continued operation of a Domain under the Gambling Licence after an update takes effect constitutes acceptance of it.

Subject to this Agreement, the Operator grants the Marketer a non-exclusive and non-transferable licence, during the Term and strictly limited to the Approved Markets, to: (a) market and promote each Website; (b) offer Marketer-branded remote gaming services to End Users through each Website under the Gambling Licence; and (c) use the Operator’s name, licence number and licence seal on each Website solely as required by clause 4.9.

The Marketer shall not assign, sublicense or in any way make available to any third party any right under this Agreement, and shall not operate under the Gambling Licence any domain that is not a Domain.

The Marketer does not hold the Gambling Licence, and nothing in this Agreement grants the Marketer the Gambling Licence or any other gambling licence.

Domain approval. Subject to the Marketer providing all information and documents the Operator and the Regulator require, the Operator shall submit an application for the approval of each proposed domain to the Regulator within five (5) business days of receiving a complete application from the Marketer, and shall use its commercially reasonable efforts to obtain, and thereafter maintain, that approval.

Licence maintenance. The Operator warrants that it holds the Gambling Licence, and shall maintain it in force throughout the Term. The Operator shall conduct all dealings with the Regulator relating to the Gambling Licence, including renewals, audits and regulatory reporting.

Licence evidence. The Operator shall provide the Marketer with the licence information, seal, verification link and footer text that each Website must display, and shall update them whenever the Regulator changes its requirements.

Licence events. The Operator shall notify the Marketer in writing within two (2) business days of becoming aware of any actual or threatened suspension, revocation, non-renewal or material new condition of the Gambling Licence, or of any direction of the Regulator affecting a Domain.

Restriction. The Operator may restrict or suspend the availability of a Website, in whole or in part, where it reasonably believes that the legal or regulatory environment in any market exposes the Operator or any of its affiliates to a risk of legal, regulatory or economic sanction, or where it detects a high level of fraudulent activity. The Operator shall notify the Marketer as soon as practicable.

Approved Markets. The Operator shall notify the Marketer in writing of the Approved Markets for each Domain on its approval. The Operator may change the Approved Markets on thirty (30) days’ written notice, or immediately where required by Applicable Law or a Competent Authority. The inclusion of a market does not constitute a representation that offering gaming services there is lawful; the Marketer remains responsible under clause 4.3. No Restricted Territory may be an Approved Market. The Operator may add a territory to the Restricted Territories on thirty (30) days’ written notice, or immediately where required by Applicable Law or a Competent Authority, and may remove one by written notice.

Website changes. The Operator may require the Marketer to make any change to a Website necessary to comply with Applicable Law or the Gambling Licence, and the Marketer shall make that change immediately on request.

Additional domains. Each additional domain is subject to the Operator’s consent and to the Regulator’s approval under clause 3.1, and gives rise to a further Application Fee and Licence Fee under Schedule 1.

Protection of the licence. The Marketer shall comply with the regulatory regime of Curaçao and shall not do, or omit to do, anything that would or could place the Operator in breach of, or jeopardise, the Gambling Licence.

Compliance. The Marketer shall comply with Applicable Law and the Operator Policies, including gambling, marketing, responsible-gambling and anti-money-laundering legislation, and shall hold and maintain every other licence, consent and approval required from any Competent Authority for its own activities under this Agreement.

Markets. The Marketer shall not accept End Users located or resident in a Restricted Territory, or market or promote any Website to persons located or resident in one, whatever the Approved Markets. The Marketer shall not accept End Users from, or market or promote a Website to persons located in, any other market that is not an Approved Market for that Website. The Marketer shall configure the geo-restriction settings of each Website to block the Restricted Territories and every other market that is not an Approved Market, applying both the End User’s IP location and the residential address given at registration or verification. The Marketer is responsible for the lawfulness of its marketing and promotion in each market.

Marketing standards. The Marketer shall ensure that all of its marketing and promotional materials are truthful, not misleading, compliant with Applicable Law and the Operator Policies, and not directed at persons under the age of eighteen (18) or at self-excluded persons.

Marketing reporting. The Marketer shall keep the Operator informed of its marketing activities to enable the Operator to safeguard the Gambling Licence, and shall comply with the Operator’s reasonable instructions in that respect, including to change or stop any marketing.

KYC and cooperation. The Marketer shall cooperate in good faith with the Operator’s know-your-customer, anti-money-laundering and fraud procedures, and shall supply the Operator with any information it holds on End Users that the Operator requires for any legal, regulatory, financial or fraud-prevention purpose.

Due diligence information. The Marketer shall provide, and keep up to date, the corporate, ownership, director and financial information that the Operator or the Regulator requires, and shall notify the Operator promptly of any change of control of the Marketer.

No wagering by Marketer personnel. No officer or employee of the Marketer, at whatever level, shall place real-money wagers on any Website. The Marketer shall use all reasonable endeavours to enforce this restriction.

Licence representation. The Marketer shall not represent, on a Website, in marketing or otherwise, that it holds the Gambling Licence or any gambling licence it does not hold. The Marketer shall display on each Website the Operator’s name, licence number, seal and verification link, and the End User Terms, in the form and position the Operator specifies.

Platform cooperation. The Marketer acknowledges that, under its agreement with the Platform Provider, the Platform Provider may give the Operator access to End User Data and Website reports, and may act on the directions of the Operator and of the Regulator, in respect of each Domain; the Marketer shall not do anything to prevent it.

End User Terms. The supply of gaming services to End Users through each Website is governed by the End User Terms. End Users register with the Operator on the Website and accept the End User Terms as part of registration.

Ownership. Ownership of all End User Data vests in the Operator during the Term. On termination of this Agreement, and subject always to Applicable Law, the Operator shall release all End User Data to the Marketer, and the Marketer shall thereafter have the sole right to use it.

Controllers and retention. The parties are joint data controllers of the personal data of End Users and shall agree their respective responsibilities as required by applicable data protection law. End User Data shall be retained for at least the minimum period required by Applicable Law from the date it was collected, and the Marketer shall not delete, or instruct the deletion of, End User Data within that period.

Player funds. Deposits and withdrawals on a Website may be processed through the Platform Provider’s payment services or through the Marketer’s own payment channels, as the Operator approves for each Domain. The Marketer shall ensure that End User balances are accurately recorded on the Platform, are available to End Users for withdrawal in accordance with the End User Terms, and are reported to the Operator on request, and shall comply with any requirement of the Regulator or the Operator Policies as to player funds.

Ownership. Each domain is registered in the name of, and owned by, the Marketer. During the Term the Marketer shall maintain the registration, DNS and WHOIS records of each Domain as the Regulator and the Operator require for its operation under the Gambling Licence.

Removal from the licence. On termination of this Agreement, or on the withdrawal of a Domain, the Operator shall notify the Regulator and remove the Domain from the Gambling Licence, and the Marketer shall immediately remove all references to the Operator and the Gambling Licence from the relevant Website. Control of the domain name remains with the Marketer throughout.

In consideration of the management of the Gambling Licence, the Marketer shall pay the Licence Fees set out in Schedule 1.

Collection by the Platform Provider. The Operator appoints the Platform Provider as its collection agent for the Licence Fees. The Platform Provider collects the Licence Fees by deducting them from the Marketer’s account balance on the Platform when they fall due, and remits them to the Operator. Deduction by the Platform Provider discharges the Marketer’s obligation to pay the Operator the amount deducted.

Non-payment. Licence Fees are due on their due date, with no grace period. If the Marketer’s account balance is insufficient for the Platform Provider to collect a Licence Fee in full on its due date, the Operator may, on written notice and with immediate effect, withdraw the affected Domain from the Gambling Licence, or terminate this Agreement under clause 9.3(c). A Domain so withdrawn may operate under the Gambling Licence again only on a new application under clause 3.1, including payment of a new Application Fee, and on settlement of all Licence Fees outstanding.

Changes. Due to changing regulation and costs in Curaçao, the Licence Fees may change. The Operator shall give not less than thirty (30) days’ written notice of any change.

Taxes. The Licence Fees are exclusive of value added tax and any other tax, which the Marketer shall bear in addition. Any gaming tax, levy or similar charge imposed in any Approved Market in respect of the Marketer’s activities is borne by the Marketer.

Refunds. The Application Fee is non-refundable, including where the Regulator or the Operator refuses the application or the Marketer withdraws or cancels it. Where the Marketer terminates this Agreement under clause 9.4, the Operator shall refund the Licence Fee paid in advance for the period after termination, pro rata.

Each party shall keep confidential the terms of this Agreement and all non-public information of the other party received in connection with it, shall use that information only to perform this Agreement, and shall disclose it only to its personnel and professional advisers who need it and are bound by equivalent obligations, or as required by Applicable Law or a Competent Authority. This obligation survives for two (2) years after termination.

Nothing in this clause prevents either party from disclosing information to the Regulator, or to the Platform Provider to the extent needed for the Platform Provider to act under clauses 4.10 and 7.2.

Term. This Agreement commences on the Effective Date and continues for an initial period of one (1) year. It then renews automatically for successive periods of one (1) year unless either party gives the other not less than ninety (90) days’ written notice of termination before the end of the current period.

Domains. A Domain operates under the Gambling Licence from the date of the Regulator’s approval until the earlier of the termination of this Agreement and the withdrawal of that Domain.

Termination by the Operator. The Operator may terminate this Agreement, or withdraw a Domain, immediately on written notice if:

1. the Operator or any of its affiliates is ordered or required by the Regulator or any Competent Authority to terminate its relationship with the Marketer or to cease supporting a Domain;
2. the Marketer breaches clause 4.1, 4.3 or 4.9;
3. a Licence Fee is not paid in full on its due date, as provided in clause 7.3;
4. the Marketer uses a Website in any manner that is illegal, or that is reasonably likely to bring the Operator into disrepute; or
5. the Marketer becomes insolvent, enters liquidation or ceases to carry on business.

Termination by the Marketer. The Marketer may terminate this Agreement immediately on written notice if the Gambling Licence is suspended, revoked or not renewed, or if the Regulator withdraws its approval of a Domain for reasons not attributable to the Marketer.

Material breach. Either party may terminate this Agreement on written notice if the other party commits a material breach of it which, if capable of remedy, is not remedied within thirty (30) days of written notice requiring remedy.

On termination of this Agreement:

1. the licence in clause 2 ends and no Website may offer gaming services under the Gambling Licence;
2. each party shall immediately cease using the trade marks and other materials of the other;
3. the Operator shall remove each Domain from the Gambling Licence and notify the Regulator under clause 6.2;
4. End User Data is released to the Marketer under clause 5.2;
5. End Users shall be able to withdraw their balances in accordance with the End User Terms and Applicable Law, and any balance not withdrawn shall be dealt with as the Regulator directs; and
6. Licence Fees accrued before termination remain payable.

Clauses 5, 6.2, 7 (as to Licence Fees accrued before termination), 8, 10, 11 and 13 survive termination.

Neither party is liable to the other for any indirect or consequential loss, or for any loss of profit, revenue, business opportunity or goodwill, arising out of or in connection with this Agreement.

Liability cap. Each party’s aggregate liability arising out of or in connection with this Agreement, whether in contract, tort or otherwise, is limited to the total Licence Fees paid by the Marketer in the twelve (12) months preceding the event giving rise to the claim.

Nothing in this Agreement limits liability for fraud, or any liability that cannot lawfully be limited. The cap in clause 11.2 does not apply to the Marketer’s obligation to pay the Licence Fees.

Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party.

Force majeure. Neither party is liable for any failure or delay in performance caused by an event beyond its reasonable control. Payment obligations are not excused by this clause.

Notices. Notices under this Agreement shall be in writing. Notices to the Operator shall be sent to the address stated in the Approval Notice, and notices to the Marketer to the address and email address registered in its Platform account. A party may notify a different address in writing. A notice from the Operator may be given through the Platform Provider.

Entire agreement and variation. This Agreement is the entire agreement between the parties on its subject matter. It does not affect the Marketer’s agreement with the Platform Provider. A variation is effective only if published under clause 1.6, given by notice under clause 3.6 or 7.4, or made in writing and signed by both parties.

Governing law and jurisdiction. This Agreement, and any dispute or claim arising out of or in connection with it, is governed by and construed in accordance with the laws of Curaçao. The courts of Curaçao have non-exclusive jurisdiction.