Platform Services Agreement

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

Applicable Gambling Laws

All laws, regulations, licence conditions and regulatory directions governing the offering, advertising and operation of gambling or betting services in each jurisdiction in which the Customer makes the Customer Services available or markets them.

Commercial Terms

The revenue share, Fees, payment mode, enabled modules and markets, service levels and settlement arrangements applicable to the Customer, being the terms presented to the Customer within the Platform at registration or on activation of a service, and thereafter shown in the Platform back office.

Customer Data

All data submitted to, or generated within, the Platform in the course of the Customer’s operations, including player records, transaction and wallet records, wagering and settlement records, bonus and CRM records, and back-office configuration.

Customer Services

The gambling, betting, gaming or related services that the Customer offers to players under its own brands and licences using the Platform.

Fees

The amounts payable by the Customer under the Commercial Terms, including revenue share.

Game Content

Games, live-dealer studios, sports data feeds, odds, virtual products and similar content supplied by Third-Party Suppliers and made accessible through the Platform.

Platform

The Speedix hosted iGaming platform, including all of its modules, back-office applications and APIs.

Services

The provision of access to the Platform, together with the support and other services described in this Agreement.

Speedix

The Speedix group company that operates the Platform and provides the Services to the Customer under this Agreement.

Third-Party Supplier

Any provider of Game Content, payment services, data feeds, KYC/AML tooling, communications or infrastructure that is integrated with or accessed through the Platform.

Headings are for convenience only. “Including” is illustrative and does not limit what precedes it. Words in the singular include the plural and vice versa. A reference to writing includes email and any operational communication channel agreed by the parties, except where a formal notice under Article 13.4 is required.

Acceptance. This Agreement requires no signature. Ticking the acceptance box during registration, completing account registration, or accessing or using the Platform in any manner constitutes the Customer’s complete acceptance of this Agreement, with the same effect as a signed written contract. Each use of the Platform constitutes acceptance of the version of this Agreement in force at that time.

Structure. This Agreement comprises these Terms, their Schedule, and the Commercial Terms applicable to the Customer. In the event of conflict, the order of precedence is: the Commercial Terms, these Terms, the Schedule. The Commercial Terms ordinarily determine commercial arrangements only; save where the parties expressly agree otherwise in the Commercial Terms, the Commercial Terms do not vary any provision of these Terms.

No commercial terms here. These Terms set no commercial conditions. Revenue share, Fees, payment mode, enabled modules and markets, service levels and settlement arrangements are all determined by the Commercial Terms.

Contracting entity. The supplier under this Agreement is the Speedix group company that operates the Platform and provides the Services to the Customer. Only that entity has obligations to, and rights against, the Customer under this Agreement; no other Speedix group company is a party to it. Speedix may designate another group entity to succeed to this Agreement on notice to the Customer.

These Terms apply to the exclusion of any purchase order, supplier-onboarding terms or other terms the Customer seeks to impose, whether or not Speedix acknowledges or performs against such a document.

Subject to the Customer’s compliance with this Agreement and payment of the Fees, Speedix shall make the Platform available to the Customer for the operation of the Customer Services during the term, and shall provide support in accordance with Article 8. The Platform is provided as a hosted, multi-tenant service; hosting regions, infrastructure providers, architecture and technology stack are determined by Speedix.

Speedix may perform any part of the Services through its affiliates or subcontractors. Onboarding, configuration, brand set-up, data migration, bespoke development, integration and jurisdiction-specific compliance work are not included in the standard Services and require a separate written agreement as to scope and price.

Product control. The product direction, feature roadmap and technical architecture of the Platform are determined by Speedix in its sole discretion. Speedix may add, modify, replace or remove any feature of the Platform without the Customer’s consent. The Customer may submit requests and feedback, which Speedix will take into account in product planning, but Speedix is under no obligation to implement them. Where a change materially affects a core feature the Customer has enabled, Speedix will use reasonable endeavours to give advance notice. This Article confers no claim or additional right of termination on the Customer.

Updates to these Terms. Speedix may publish an updated version of these Terms at any time. An update takes effect for newly registering customers on publication, and for existing customers on notice, save that a change which materially and adversely affects the Customer’s rights takes effect fifteen (15) days after notice. Changes required by law or by a regulator take effect immediately. Continued use of the Platform constitutes acceptance of the updated version.

Licence. Speedix grants the Customer a non-exclusive, non-transferable, non-sublicensable right, during the term, to access and use the Platform solely for the internal purpose of operating the Customer Services in the markets identified in the Commercial Terms.

Restrictions. The Customer shall not, and shall not permit any third party to:

1. except as expressly permitted by the Commercial Terms, make the Platform available to any person other than the Customer and its permitted brands, or resell, sublicense, white-label or otherwise commercialise access to the Platform;
2. copy, modify, translate or create derivative works from the Platform;
3. reverse engineer, decompile or disassemble any part of the Platform, or attempt to derive its source code, save to the extent such restriction is prohibited by applicable law;
4. use the Platform to build, train or benchmark a competing product, or disclose performance or benchmarking results without consent;
5. remove or alter any proprietary notice on the Platform;
6. introduce malicious code, or use the Platform in a manner that circumvents rate limits, entitlement controls or security mechanisms; or
7. use the Platform in breach of the Schedule (Acceptable Use).

Accounts and credentials. Speedix issues back-office accounts and API credentials to the individuals the Customer nominates. The Customer shall maintain an accurate list of authorised users and promptly withdraw access from departing personnel, keep all credentials and keys confidential, not share individual accounts, and enable multi-factor authentication wherever the Platform offers it. The Customer is responsible for all activity carried out under its accounts and credentials (other than activity resulting from Speedix’s own breach), and shall notify Speedix immediately on becoming aware of any unauthorised access. Back-office roles and permissions are configured by the Customer, which is responsible for the permission model it configures, including the allocation of privileged operations such as manual wallet adjustments, bonus issuance and withdrawal approval.

The Customer is responsible for the acts and omissions of its personnel, agents, affiliates, retail agents and any third party to whom it grants access to the Platform, as if they were its own.

Licensing. The Customer warrants that it holds, and shall maintain, every licence and approval required under Applicable Gambling Laws for the Customer Services in each market in which it operates or to which it markets. The Customer shall notify Speedix immediately of any suspension, revocation, material condition or regulatory investigation affecting any such licence.

Operating decisions. As between the parties, the Customer is solely responsible for all operating conduct of its gambling business, including: player onboarding and account approval; identity verification, KYC, source-of-funds and AML decisions; odds, pricing and exposure management; risk acceptance and betting limits; bonus design and promotional terms; responsible-gambling interventions and self-exclusion; payout, withdrawal and chargeback decisions; complaints handling; and regulatory reporting.

Configuration. The Platform provides configurable controls, including geo-restriction, game availability by jurisdiction, deposit and loss limits, self-exclusion and blocked-country lists. Speedix is responsible for those controls operating as documented; the Customer is responsible for determining, setting and reviewing the values they are set to, and for confirming that the resulting configuration satisfies its own regulatory obligations.

Prohibited markets. The Customer shall not use the Platform to offer or promote the Customer Services in any jurisdiction where doing so is unlawful, nor in any jurisdiction excluded by the Commercial Terms or by a Third-Party Supplier’s content restrictions. The Customer shall implement effective geo-blocking and shall not assist any person to circumvent it.

Player relationship. The Customer contracts with players in its own name and under its own terms and privacy notice. Speedix has no contractual relationship with, and owes no duty to, players. The Customer’s player-facing terms shall not name Speedix as a party or hold Speedix out as the operator.

Regulator engagement and compliance costs. The Customer shall be the point of contact for its regulators. Speedix shall provide reasonable cooperation with regulatory audits, certifications and information requests relating to the Platform. Matters going beyond reasonable assistance — including jurisdiction-specific certification, on-site audit, third-party testing, data-localisation deployment, and any product development or modification required to satisfy a particular jurisdiction — shall be at the Customer’s cost, with scope and price agreed in writing in advance.

Customer inputs. The Customer shall provide, in good time, the information, decisions, approvals, brand assets, licences and technical access that Speedix reasonably requires to perform the Services. Speedix is not liable for any failure or delay in performance to the extent caused by the Customer’s failure to do so.

The Platform aggregates Game Content produced by Third-Party Suppliers; Speedix provides the integration, routing, session management and transaction records. Speedix does not produce Game Content and does not determine its rules, return-to-player configuration or outcomes.

The availability of any specific game, studio, supplier or data feed depends on the terms of the relevant Third-Party Supplier and on its jurisdictional restrictions. Speedix may add, replace, restrict or withdraw Game Content where a Third-Party Supplier requires it, where its supply arrangement ends, or where continued supply would breach Applicable Gambling Laws, giving as much advance notice as is reasonably practicable.

Where a Third-Party Supplier imposes conditions on the Customer — including brand approval, market restrictions, bonus-play restrictions or specific responsible-gambling requirements — Speedix shall notify the Customer, and the Customer shall comply with them.

Speedix is not liable for defects, downtime, settlement errors, rule disputes or malfunctions originating in Game Content or in any Third-Party Supplier’s systems. Speedix shall, on request, use reasonable endeavours to pursue the relevant supplier on the Customer’s behalf and to pass through any credit or malfunction-void determination it obtains. Where a Third-Party Supplier declares a game malfunction and voids affected rounds, the Customer shall implement the resulting corrections in respect of its players and Speedix shall make the corresponding transaction adjustments in the Platform.

Two payment modes. The Platform supports two payment modes: (a) Customer’s own channels — the Customer contracts with payment service providers in its own name and Speedix provides the technical integration only; and (b) Speedix aggregated payments — the Customer uses the payment aggregation service provided by Speedix, under which Speedix collects and disburses funds through the payment service providers it has integrated and settles to the Customer at the agreed frequency. The applicable mode is set out in the Commercial Terms; the Customer may use different modes for different channels. Where the Customer is subject to player-funds segregation or protection obligations under its licence, it shall use mode (a), the Customer’s own channels; a Customer using mode (b) is responsible for satisfying itself that that mode meets the requirements of its licence.

Customer’s own channels. Under this mode the Customer is responsible for selecting, contracting with, funding and maintaining its payment service providers, and for segregating and protecting player funds as required by its licence. Speedix shall integrate the channels agreed in the Commercial Terms and maintain those integrations; integration of additional channels is chargeable work under Article 3.2. Speedix is not responsible for a payment service provider’s availability, approval decisions, settlement timing or termination of the Customer’s account.

Aggregated payments — flow of funds and account structure. Under this mode, player deposits are collected by payment service providers and held in an account opened in Speedix’s name with that payment service provider; Speedix records and allocates the corresponding balance to the Customer as a sub-account within its own systems. Such balances are ledger entries within Speedix’s systems and do not constitute a separate account opened for the Customer, nor a deposit, trust property, segregated client money or property held on trust, and bear no interest; Speedix does not thereby become a trustee, custodian or guarantor of the Customer or of any player. Withdrawals are disbursed by Speedix through payment service providers on the Customer’s instructions given within the Platform. The Customer’s obligations in respect of player-funds protection under its licence are neither transferred nor reduced by the use of this mode.

Payment provider risk sits with the Customer. The Customer understands and accepts that payment service providers are selected by Speedix on the basis of commercial availability, that Speedix makes no representation or warranty as to any payment service provider’s licensing status, regulatory standing, solvency or ability to perform, and that Speedix owes no duty to conduct due diligence on them. Where a payment service provider delays, freezes, withholds, becomes insolvent, becomes uncontactable, is seized by a regulator, or funds otherwise become unrecoverable, Speedix’s obligation to settle to the Customer is limited to amounts it has actually received and is free to dispose of; the loss of any amount not recovered is borne by the Customer in proportion to its share of funds held with that provider, and Speedix is under no obligation to make it good. A Customer with specific requirements as to payment service providers should use the own-channel mode under Article 6.2.

Settlement and deductions. Settlement frequency, currency, minimum settlement amount and any reserve percentage are determined by the Commercial Terms. Speedix may deduct from amounts otherwise due for settlement: Fees due; all charges levied by payment service providers; chargebacks, refunds, reversals and related penalties; clawbacks arising from fraudulent, money-laundering or non-compliant transactions; and reserves withheld under Article 6.6.

Charges, reserves and chargebacks. Under either payment mode, all charges, reserves, rolling holds and chargebacks levied by payment service providers, and all losses arising from them, are borne by the Customer. Under aggregated payments, Speedix may set and withhold a rolling reserve in accordance with the requirements imposed on it by a payment service provider or its reasonable assessment of the Customer’s transaction risk, releasing it once the corresponding exposure has ceased.

Suspension of settlement. Speedix may suspend settlement in whole or in part where: (a) required by a payment service provider, financial institution, regulator or court; (b) there is reasonable suspicion of fraud, money laundering, sanctions evasion or anomalous transactions and an investigation is under way; (c) the Customer has amounts due and unpaid; or (d) the Customer is in breach of Article 4 or the Schedule. Speedix shall notify the Customer of the reason as soon as practicable.

Reconciliation and manual adjustments. The Customer shall reconcile Platform transaction records against settlement reports at least monthly and shall notify Speedix of any discrepancy attributable to the Platform within thirty (30) days of the end of the month in which it arose; discrepancies notified later will not be entertained. Manual wallet adjustments, credits, debits and bonus grants made by the Customer through the back office are the Customer’s own financial decisions; Speedix records them as instructed and is not responsible for their commercial or accounting consequences.

No subscription; revenue-share billing. Registration for and use of the Platform carry no subscription fee and no upfront charge. Speedix’s revenue derives from the revenue share and other Fees set out in the Commercial Terms, calculated on the Customer’s actual trading results, using the Platform’s own records as the basis of calculation.

Balance and deductions. The Customer maintains an account balance within the Platform. Fees as they accrue are deducted from that balance; under aggregated payments Speedix may also deduct them from amounts due for settlement under Article 6.5. The Customer is responsible for maintaining an available balance sufficient to cover Fees accrued and accruing; Speedix extends no credit, payment terms or advance of any kind.

Balance threshold and suspension. Suspension and restoration of the Services are governed by the settings in force in the Platform back office at the relevant time — the current setting being that a site is suspended when accrued Fees reach ninety per cent (90%) of the Customer’s available balance. Speedix may adjust that threshold and the associated rules at any time, such adjustment taking effect on being reflected in the Platform and without further notice to the Customer. Suspension requires no prior notice and no cure period; the Services are restored in accordance with Platform rules once the balance is replenished. Suspension does not relieve any accrued Fees.

Queries. The Customer shall raise any query within thirty (30) days of the relevant deduction or statement; a query not raised within that period is deemed accepted. Raising a query does not affect the validity of amounts already deducted; where the parties agree that an error has occurred, Speedix shall adjust it in a subsequent billing period.

Refund of balance. Amounts paid in are non-refundable while the Services continue. Where the Customer terminates, or is terminated for its own breach, the unused balance is not refunded; where Speedix terminates in the absence of Customer breach, Speedix shall refund the balance remaining after deduction of all accrued Fees, chargebacks, clawbacks and reserves.

Negative balance and interest. Where chargebacks, refunds, clawbacks or adjustments cause the Customer’s account to go into negative balance, the Customer shall replenish it immediately. Amounts not replenished bear interest at 1.5% per month (or the maximum rate permitted by law, if lower) accruing daily from the date they arise, and Speedix may set them off against any amount otherwise payable to the Customer, including settlement amounts and reserves.

Tax. Fees are exclusive of value added tax, gaming duty, withholding tax and any other tax or levy, which the Customer shall bear in addition. Where the Customer is required by law to withhold tax, it shall gross up the payment so that Speedix receives the amount it would have received absent the withholding.

Fee changes and cost pass-through. Speedix may change the Fees on not less than thirty (30) days’ written notice, effective from the date stated in the notice and not limited to any fixed cycle; as this Agreement carries no minimum commitment and the Customer may terminate at any time under Article 12.1, a Fee change confers no additional right of termination. Where a Third-Party Supplier changes its prices or introduces new charges, or where a change in law, taxation or regulatory levy increases Speedix’s costs, Speedix may pass the corresponding amount through directly with effect from the date the change takes effect for Speedix, notifying the Customer as soon as practicable; such pass-through is not subject to the notice period in this Article.

Nature of service levels. The availability and response indicators set out in the Commercial Terms are service targets and do not constitute a guarantee of availability, response time or uninterrupted operation. A failure to meet a service target gives rise to no service credit, liquidated damages, fee reduction, compensation or other monetary remedy; the Customer’s remedy for service falling short of expectations is termination under Article 12.1. This Agreement carries no subscription fee or upfront charge and no minimum commitment, and the Customer may terminate at any time at no exit cost; during any period in which the Platform is unavailable the Customer earns no revenue and Speedix accordingly earns no revenue share.

Incident severity. Incidents are classified on report and may be reclassified as the impact becomes clear.

Maintenance. Speedix schedules Platform maintenance at its own discretion. Speedix will use reasonable endeavours to schedule planned maintenance expected to cause interruption in low-traffic windows and to give advance notice, but the timing, scope and manner of maintenance are determined by Speedix and require no Customer consent. Emergency maintenance may be carried out at any time. Speedix maintains the Platform, remediates vulnerabilities and applies security updates within a timeframe proportionate to the severity of the issue addressed.

Incident communication. Speedix may issue a statement to affected customers in respect of a major incident. Save where required by law or by a regulator, Speedix is under no obligation to provide a post-incident review, root-cause analysis or written explanation in any particular form.

Scope of support. Support does not cover: issues caused by the Customer’s own configuration, integrations or third-party tools; issues originating in Third-Party Supplier systems; training; or investigation of matters that prove not to originate in the Platform. Speedix may charge for such matters at its then-current rates, having first notified the Customer that the work falls outside support.

Each party’s own compliance. Each party shall comply with the data protection laws applicable to it. The Customer is responsible for determining and complying with the data protection regime applicable to the Customer Services and to the markets in which it operates, including what that regime requires of the Platform, of the location where data is held, and of this Agreement. Speedix is under no obligation to determine independently the regulatory requirements of the Customer’s jurisdiction.

Roles. As between the parties, the Customer is the controller of all personal data processed through the Platform in connection with the Customer Services, including player data; Speedix acts as processor in respect of that data and processes it only on the Customer’s documented instructions. Speedix acts as an independent controller only in respect of the Customer’s own business-contact and account-administration data, and of the security and operational telemetry it processes to run and protect the Platform.

Jurisdictional compliance is an add-on service at the Customer’s cost. Where the data protection regime of the Customer’s market requires particular contractual or technical arrangements — including but not limited to a data processing agreement, standard contractual clauses or an equivalent transfer mechanism, data localisation, specific certification or audit, a sub-processor approval process, or particular product functionality — Speedix may provide these as an add-on service, on terms, scope and price agreed separately in writing. The cost of any product development, modification, certification, audit or localised deployment required to satisfy a particular jurisdiction is borne by the Customer (see also Article 4.6).

Purpose limitation. Speedix shall not use Customer Data or player personal data for any purpose other than performing this Agreement, save that Speedix may use aggregated and anonymised data — from which neither the Customer nor any individual can be identified — to operate, secure, benchmark and improve the Platform. This restriction survives termination.

Security measures. Speedix maintains technical and organisational security measures appropriate to the risk, covering data encryption, access control, environment segregation, logging and monitoring, vulnerability management and backup and restore, together with a documented incident response process. Speedix shall notify the Customer without undue delay of any security incident materially affecting the Customer’s environment or data. Backup retention periods are determined by Speedix.

Threshold for liability in security incidents. Speedix’s obligations in respect of Customer Data and personal data are to maintain the security measures described in Article 9.5 and to perform this Agreement in good faith, and not to guarantee that no security incident occurs. Unlawful intrusion by a third party, malicious attack, social engineering, supply-chain compromise, exploitation of a zero-day vulnerability or any other security incident does not of itself constitute a breach by Speedix of Article 9 or of Articles 10.1 to 10.3; Speedix is liable for such an incident only where it was directly caused by Speedix’s failure to maintain the security measures required by Article 9.5. Speedix is not liable for security incidents originating in the Customer’s systems, the Customer’s credentials, the Customer’s personnel, or third-party tools selected by the Customer.

Customer-side security. The Customer shall secure its own environment, endpoints, integrations and personnel. Security failures originating in the Customer’s systems, credentials or configuration are the Customer’s responsibility.

Controller responsibility. As controller, the Customer is responsible for establishing a lawful basis for processing, for its player-facing privacy notices, for responding to data subject requests, and for determining the regulatory requirements applicable to the processing. Where Speedix acts on the Customer’s documented instructions, Speedix is not liable for non-compliance arising from those instructions being incomplete, unclear or unlawful; Speedix shall inform the Customer if it considers an instruction to be manifestly unlawful.

Confidentiality. Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”), including the Platform’s architecture and source code, the Customer’s commercial and player data, the Fees and the Commercial Terms. The receiving party shall use Confidential Information only to perform this Agreement, shall protect it with no less than reasonable care, and shall disclose it only to those of its personnel, affiliates, subcontractors and professional advisers who need it and are bound by equivalent obligations.

These obligations do not apply to information that is or becomes public other than through breach of this Article, was lawfully known to the recipient without restriction before disclosure, is lawfully received from a third party without restriction, or is independently developed. A party may disclose where required by law, a court or a regulator, giving as much prior notice as is lawfully permitted and disclosing only what is required.

This confidentiality obligation survives for five (5) years after termination, and indefinitely in respect of trade secrets, source code and personal data.

Speedix intellectual property. Speedix and its licensors own all intellectual property rights in the Platform, the documentation, and all software, tooling, designs, know-how and methodologies used to provide the Services, including all improvements and derivative works, whenever created. Nothing in this Agreement transfers those rights; the Customer receives only the licence in Article 3.5. Where Speedix performs bespoke development for the Customer, Speedix owns the resulting work product unless otherwise agreed in writing, and the Customer receives a licence to use it on the terms of Article 3.5.

Customer intellectual property. The Customer owns all intellectual property rights in its brands, trade marks, domains, creative assets and content, and in the Customer Data, and grants Speedix a non-exclusive licence to use those materials solely to provide the Services during the term. Where the Customer provides feedback, suggestions or feature requests, Speedix may use them without restriction or obligation; feedback is not Confidential Information of the Customer.

Customer Data. Customer Data belongs to the Customer. Speedix holds it as processor and custodian and shall not withhold it as leverage in a commercial dispute; however, Speedix is under no obligation to provide any assistance under Article 10.7 until the Customer has settled all accrued Fees and replenished any negative balance. During the term the Customer may export Customer Data at any time through the Platform’s standard reporting and export functions, at no additional charge.

Exit and deletion. The Customer shall obtain all Customer Data it requires by using the export functions in the Platform back office before its site is closed. Once a site is closed the Customer no longer has access to the Platform, and Speedix is under no obligation to provide any data export, migration assistance or historical data retrieval. A Customer requiring Speedix’s assistance to export, migrate or transform data must request it before the site is closed, and such assistance is provided at Speedix’s then-current rates. Following termination or site closure, Speedix may delete Customer Data from its production systems and backups, save where retention is required by law.

Each party warrants that it has full power and authority to enter into this Agreement and that doing so does not breach any other obligation binding on it.

Speedix warranties. Speedix warrants that the Services will be performed with reasonable skill and care and that the Platform will perform materially in accordance with its documentation. The Customer’s remedy for breach of the latter is for Speedix to correct the non-conformity within a reasonable period.

Disclaimer. Speedix does not warrant that the Platform will be uninterrupted or error-free, does not warrant that it will meet any requirement Speedix has not agreed in writing, and does not warrant that it is suitable or compliant for any jurisdiction not identified in the Commercial Terms. Whether the Customer Services comply with Applicable Gambling Laws is a matter for the Customer under Article 4. Except as expressly stated in this Agreement, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

Speedix indemnity. Speedix shall defend the Customer against any third-party claim that the Platform, as provided by Speedix and used in accordance with this Agreement, infringes that third party’s intellectual property rights, and shall indemnify the Customer against damages and costs finally awarded or agreed in settlement. This indemnity excludes claims arising from Game Content, Customer Data, the Customer’s brands or content, modifications not made by Speedix, or use in combination with anything Speedix has not supplied. If the Platform becomes, or is likely to become, the subject of such a claim, Speedix may at its option procure the right for the Customer to continue using it, modify or replace it so that it is non-infringing, or terminate this Agreement and refund the unused balance in accordance with Article 7.5.

Customer indemnity. The Customer shall defend and indemnify Speedix against all claims, proceedings, fines, penalties, damages and costs arising from: (a) the Customer Services or the conduct of the Customer’s gambling business, including claims by players, agents or affiliates; (b) the Customer’s breach of Article 4 or of the Schedule; (c) the Customer’s brands, content or marketing; (d) any regulatory action arising from the Customer operating without a required licence or in a prohibited market; (e) the Customer’s instructions as controller under Article 9.8; and (f) any loss of funds arising from the payment mode the Customer has chosen under Article 6.

An indemnity applies only if the indemnified party notifies the claim without undue delay, gives the indemnifying party sole control of the defence and settlement, and provides reasonable cooperation at the indemnifying party’s expense.

Nature of the Services. Speedix is a technology supplier and is not a gambling operator under any licensing regime, and does not assume the operational or financial risks of the Customer’s gambling business, including odds setting, risk acceptance, player onboarding decisions, betting outcome risk, payment routing decisions, anti-fraud and AML operations, or the regulatory licensing of gambling activity. Where the Customer uses the aggregated payments mode under Article 6.1(b), Speedix executes the collection and disbursement of funds under that mode; such execution does not make Speedix responsible for the Customer’s determinations as to KYC, anti-money laundering, risk acceptance or payout approval, which remain the Customer’s under Article 4.2. The limitations in this Article are a fundamental basis on which the Fees have been set, and are to be read together with the commercial basis set out in the recitals.

Excluded losses. Neither party is liable to the other for:

1. indirect, incidental, consequential, special or punitive damages;
2. loss of profit, revenue, business opportunity, goodwill or anticipated savings;
3. player betting losses, payout overpayments or underpayments, settlement errors, arbitrage exposure, bonus abuse losses, fraud losses, payment-processor losses or chargeback losses arising in the operation of the Customer’s gambling business, save for settlement errors and payout overpayments or underpayments directly caused by a demonstrable defect in the Platform; in respect of that exception Speedix shall correct the error and shall be liable for the loss directly resulting from it, subject to the cap in Article 11.9. Losses arising from the Customer’s own decisions as to odds, pricing, exposure, bonus design or other operating matters remain excluded;
4. business interruption or downtime losses; a failure to meet a service level gives rise to no monetary remedy (see Article 8.1); or
5. regulatory fines or penalties imposed on the other party, each party bearing its own regulatory exposure.

Liability cap. Subject to Article 11.10, each party’s aggregate liability arising out of or in connection with this Agreement, whether in contract, tort, indemnity or otherwise, is limited to the total Fees paid by the Customer in the twelve (12) months preceding the event giving rise to the claim or, if less than twelve months have elapsed, the amount paid to date.

Exceptions to the cap. Nothing in this Agreement limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited. The cap in Article 11.9 does not apply to the Customer’s obligation to pay the Fees and replenish any negative balance, or to the Customer’s indemnity under Article 11.5.

For the avoidance of doubt, liability arising from a breach of Article 9 (data protection and information security) or of Articles 10.1 to 10.3 (confidentiality) is subject to the cap in Article 11.9 and is not an exception under this Article; the excluded losses listed in Article 11.8 apply equally to such liability.

Each party shall take reasonable steps to mitigate its losses. No claim may be brought under this Agreement more than twelve (12) months after the claimant became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

Term and termination. This Agreement takes effect on the Customer’s acceptance and continues for as long as the Customer’s account subsists. There is no minimum commitment period. Either party may terminate at any time on written notice, effective from the date stated in the notice (which may not be earlier than the date of the notice). No reason is required, and termination gives rise to no compensation, liquidated damages or indemnity obligation.

Suspension. Speedix may suspend the Services in whole or in part, or for a specific market or brand, where: (a) the Customer’s balance is insufficient or a negative balance remains unreplenished (Articles 7.3 and 7.6); (b) continued provision would breach applicable law, a regulator’s direction or a Third-Party Supplier’s requirement; (c) the Customer’s use presents a material security threat to the Platform or to other customers; or (d) the Customer is operating in a prohibited market, without a required licence, or in breach of the Schedule. Speedix shall give prior notice unless the circumstances require immediate action, and shall restore the Services promptly once the cause is resolved.

Speedix may terminate immediately where the Customer loses a licence essential to the Customer Services or where a regulator directs Speedix to cease supplying the Customer. Either party may terminate immediately where the other becomes insolvent, enters liquidation or ceases to carry on business.

Immediate closure and forfeiture of balance for Customer misconduct. Where Speedix reasonably suspects that the Customer has engaged in any of the following, Speedix may, without prior notice, without granting a cure period, and without waiting for the conduct to be finally established, immediately close the Customer’s account and all of its Operators, brands and sites and terminate this Agreement:

1. defrauding players, other customers or Speedix, including manipulating game outcomes, wagers, settlement or reporting data;
2. attacking, intruding into, scanning or probing the Platform or Speedix infrastructure, or attempting to circumvent its security mechanisms, rate limits or entitlement controls;
3. money laundering, terrorist financing, sanctions evasion, or processing transactions it knows or reasonably suspects to derive from crime;
4. falsifying or tampering with KYC, identity, financial or compliance records, or providing false information at registration;
5. colluding, abusing or otherwise improperly extracting bonuses, rebates, revenue share or any other benefit within the Platform;
6. operating without a required licence, operating in a prohibited market, or seriously breaching Article 4 or the Schedule; or
7. any other conduct that seriously harms the interests of players, Third-Party Suppliers, payment service providers, Speedix or other customers of the Platform.

Consequences. Where an account is closed under this Article, the Customer’s account balance, amounts pending settlement and reserves are not refunded, and Speedix may apply them against losses, costs, fines, clawbacks and third-party claims arising from the conduct. Action taken by Speedix under this Article is not a breach of this Agreement and Speedix bears no liability for it, including for the Customer’s business interruption, loss of revenue or third-party claims arising from the closure.

Reservation of rights. This Article does not affect Speedix’s right to pursue the Customer at law. Speedix may disclose such information as is necessary in relation to the conduct to regulators, law enforcement, Third-Party Suppliers, payment service providers and other affected customers, and such disclosure is not a breach of Articles 10.1 to 10.3.

Player funds. In respect of unwithdrawn balances attributable to players, the provision above as to non-refund of the account balance does not apply; Speedix shall record them separately from the Customer’s own funds and shall deal with them as required by applicable law or as directed by a regulator, including reporting to or acting on the direction of a regulator. This paragraph imposes no obligation on Speedix towards any player and does not make Speedix a trustee or custodian of player funds.

Effect of termination. On termination: the licence in Article 3.5 ends and the Customer shall cease using the Platform; all Fees accrued to the termination date are deducted from the account balance, any shortfall falling immediately due, and any remaining balance is dealt with under Article 7.5 (except where the account was closed under Article 12.4); funds in transit under aggregated payments are settled under Articles 6.4 to 6.6, and Speedix may continue to withhold reserves until the corresponding exposure has ceased; Customer Data is returned and deleted under Articles 10.6 and 10.7; and each party shall return or destroy the other’s Confidential Information. Termination does not affect accrued rights.

The following survive termination: Article 1, Articles 6.3 to 6.8, Articles 7.5 to 7.7, Article 9, Article 10, Article 11, Article 13, and any other provision that by its nature is intended to survive.

Force majeure. Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control, including natural disaster, war, civil unrest, epidemic, industrial action, failure of national telecommunications or power infrastructure, sustained failure of a major cloud region, government or regulatory action, or a large-scale network attack not attributable to a failure of that party’s own security measures. Payment obligations are not excused by this Article. If such an event continues for more than sixty (60) consecutive days, either party may terminate this Agreement.

Financial crime and sanctions. Each party shall comply with all applicable anti-bribery, anti-corruption, anti-money-laundering, counter-terrorist-financing and sanctions laws. Each party warrants that neither it nor any of its directors or beneficial owners is designated under the sanctions programmes of the United Nations, the United Kingdom, the European Union or the United States. The Customer shall not use the Platform to provide services to, or process transactions for, any such designated person, nor in any comprehensively sanctioned jurisdiction. Breach of this Article is a material breach not capable of remedy, and Speedix may terminate immediately and suspend settlement.

Assignment. Neither party may assign this Agreement without the other’s prior written consent, not to be unreasonably withheld, save that either party may assign to an affiliate on notice, or to a successor in connection with a merger, reorganisation or sale of all or substantially all of its assets.

Notices. Formal notices shall be in writing. Notices to Speedix shall be sent to the notice address or legal email address published by Speedix within the Platform or otherwise notified to the Customer. Notices to the Customer shall be sent to the address and email address registered in the Customer’s account — the Customer is responsible for keeping those details accurate and current, and bears the consequences of failing to receive a notice because they are out of date. A notice is deemed received on delivery, or on the next business day if delivered outside business hours.

Entire agreement, variation and waiver. This Agreement is the entire agreement between the parties on its subject matter and supersedes all prior discussions and representations; neither party relies on any statement not set out in it (this clause does not limit liability for fraudulent misrepresentation). A variation is effective only if made in writing and signed by both parties, save under Article 3.4. A failure or delay in exercising a right is not a waiver of it.

Severance and relationship. If a provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable or, if that is not possible, severed, and the remainder continues in force. The parties are independent contractors; nothing creates a partnership, joint venture, agency or employment relationship. A person who is not a party has no right to enforce any term of this Agreement under the Contracts (Rights of Third Parties) Act 1999.

Publicity. Neither party shall issue a press release about this Agreement without the other’s prior written consent. Speedix may identify the Customer by name and logo in its customer list, website and sales materials and describe the Services in general terms; the Customer may withdraw that permission at any time on written notice.

Language. This Agreement is made in English. Arbitration proceedings and all formal communications between the parties shall be in English.

Governing law. This Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes), is governed by and construed in accordance with the laws of England and Wales.

Dispute resolution. The parties shall first attempt to resolve any dispute by good-faith negotiation between senior representatives over thirty (30) days. If not so resolved, the dispute shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration (LCIA). The seat of arbitration is London, the tribunal shall consist of one arbitrator, the language of the arbitration is English, and the award is final and binding. This negotiation requirement does not apply to Article 13.11.

Interim and injunctive relief. Either party may apply to any court of competent jurisdiction — including any jurisdiction in which the relevant breach is occurring, or in which the other party has assets or carries on business — for urgent interim or conservatory relief, including specific performance, asset preservation or freezing orders, and search or disclosure orders. This applies in particular to an actual or threatened breach of Article 9 or Article 10, and to the preservation of amounts due and unpaid. Seeking or obtaining such relief is not a waiver of the right to refer the underlying dispute to arbitration.