1. General

This Agreement sets out the terms and conditions between Skip Pty Ltd ACN 688 773 408 (the “Bookmaker”) and the Affiliate (“You”) in relation to Your application to set up an Affiliate Account and, if successful, membership of the Affiliate Program to promote the Bookmaker’s websites.

By applying for an Affiliate Account with the Bookmaker, You acknowledge and agree to be bound by the Terms and Conditions contained in this Agreement.

2. Application and Your Appointment

(a) To apply for an Affiliate Account, You must complete the application form and submit it on the Bookmaker’s Website.

The Bookmaker will review Your application and confirm via email whether Your application has been successful.

All Affiliate Account applications are subject to approval by the Northern Territory Racing and Wagering Commission (NTRWC), and You will be required to submit a separate application to the NTRWC to become an approved affiliate.

(b) If Your application is successful, the Bookmaker grants You a non-exclusive, non-transferable and non-assignable right (except as provided below), during the term of this Agreement, to use the Bookmaker’s name and related textual and graphic material made available to You to:

(i) Advertise, market and promote the Bookmaker Websites; and
(ii) Introduce Clients to the Bookmaker.

3. Your Accounts

(a) Your Account under this Agreement includes:

(i) any existing Account(s) held by You
(ii) any Account(s) set up by You at the request of the Bookmaker
(iii) any Account held by a Related Body Corporate of You at the time or subsequent to entering into this Agreement

(b) This Agreement also applies to:

(i) the Bookmaker Business
(ii) the Bookmaker Websites
(iii) any future gaming business or brand of the Bookmaker which has an Affiliate Program

4. Licence

(i) The parties agree that if the Licence expires, is terminated, lapses or is suspended and the Bookmaker (or a Related Body Corporate) is issued another licence by an authority in any jurisdiction or external territory of Australia, the term “Licence” under this Agreement will refer to such subsequent licence unless otherwise communicated by the Bookmaker.

(ii) In the event of any lapse or cancellation of the licence, the Bookmaker shall not be held liable to You or any of Your representatives for any loss, claim or action.

5. Your Obligations

You will actively and effectively encourage Clients to establish a Betting Account with the Bookmaker.

(a) Online Affiliates (Websites, Apps, Digital Channels)

Online affiliates will promote the Bookmaker Websites and the Bookmaker Business by:

(i) including the Bookmaker in bookmaker listings on Your Websites
(ii) providing prominent exposure to the Bookmaker via Your Websites
(iii) placing links from Your Websites to the Bookmaker Websites
(iv) other promotions as agreed by the parties from time to time

You are responsible for:

(v) operating and promptly updating Your Websites
(vi) ensuring content on Your Website is not misleading, unlawful, libellous or in breach of third-party rights
(vii) using the correct links or codes provided by the Bookmaker
(viii) ensuring the Bookmaker has Your current contact and bank details for payment of Commission

(b) Offline Affiliates (Direct Customer Contact)

Offline affiliates will promote the Bookmaker by:

(i) actively introducing contacts through personal referral and relationship-driven client introductions

You are responsible for:

(ii) ensuring communications are not misleading, unlawful or deceptive
(iii) using correct referral links or codes provided by the Bookmaker
(iv) ensuring the Bookmaker has Your current contact and payment details

(c) You must not

(i) intentionally promote the Bookmaker to minors or jurisdictions where betting is illegal
(ii) operate a website deceptively similar to the Bookmaker Websites
(iii) make misleading representations about the Bookmaker
(iv) operate betting accounts on behalf of affiliates or appoint sub-affiliates without consent
(v) engage in spam or unsolicited marketing
(vi) engage in misleading marketing practices
(vii) misrepresent Your relationship with the Bookmaker
(viii) perform any act that causes the Bookmaker to breach its Licence
(ix) refer family members through Your affiliate account

(d) Notification

If You become aware of any matter likely to place the Bookmaker in breach of law, regulation or this Agreement, You must promptly notify the Bookmaker in writing.

(e) Reasonable Assistance

You agree to provide reasonable assistance to the Bookmaker where required to meet legal, regulatory or licensing obligations, excluding financial assistance.

(f) Conduct and Good Faith

(i) You must follow all reasonable directions of the Bookmaker relevant to this Agreement.

(ii) You must act honestly and faithfully in dealings with the Bookmaker.

(iii) You must not benefit from suspected invalid traffic or non-legitimate marketing activity.

(iv) If fraudulent activity arises from a Client referred by You, the Bookmaker may retract Commissions paid.

(v) Fraudulent activity or unauthorised promotional material may result in immediate termination.

(vi) You are solely responsible for ensuring content on Your Websites is lawful and does not infringe third-party rights.

6. Bookmaker’s Obligations

(a) General Obligations

The Bookmaker may:

(i) provide product and service information
(ii) provide marketing materials
(iii) operate and maintain the Bookmaker Websites
(iv) maintain records of Clients and transactions
(v) provide unique tracking links and codes
(vi) develop marketing plans
(vii) pay Commission for the lifetime of Clients while the Agreement remains active

(b) Referrals and Clients

(i) If a Referral fails account verification, the Referral will not qualify as Your Client.

(ii) Approved Referrals will receive Betting Accounts and be monitored by the Bookmaker.

(iii) The Bookmaker may disaffiliate clients inactive for six months or more.

7. Obligations of Both Parties

Each party must comply with applicable laws including:

(i) Spam Act 2003
(ii) Anti-Money Laundering and Counter-Terrorism Financing Act 2006
(iii) Privacy Laws
(iv) the Bookmaker’s Licence

8. Commission and Payments

(a) Payments

(i) Online affiliates must prominently promote the Bookmaker and refer at least 10 new First Time Depositors in a rolling 3-month period to qualify for Commission.

(ii) Commission payments will be made in AUD by electronic transfer by the 15th of the following month, subject to:

• Minimum Payment Threshold of $100
• no disputes
• compliance with this Agreement

If the threshold is not met, amounts roll over to future months.

(iii) The Bookmaker may apply negative carryover on monthly commissions.

(iv) Where an Affiliate promotes multiple brands, revenue share is calculated across all brands.

9. Overseas Affiliates

If You are an Affiliate operating from a jurisdiction outside Australia, You must submit an invoice to the Bookmaker on a monthly basis by the second day of the new month reflecting Commissions generated in the previous month.

You acknowledge the Bookmaker cannot guarantee payment by the 15th of the month for invoices received after this date.

10. Australian Affiliates – RCTI and ABN Requirements

(a) If You are an Australian Affiliate, You acknowledge that:

(i) GST provisions apply to You
(ii) You must be registered for an Australian Business Number (ABN)

(b) Failure to provide an ABN may result in the Bookmaker withholding payments to comply with the Taxation Administration Act 1953 (Cth).

11. Employees

You are responsible for paying all wages, superannuation and statutory payments to any employees, subcontractors or agents engaged by You.

Such persons are not employees of the Bookmaker, and all liability for those payments rests solely with You.

12. Account Suspension

The Bookmaker may suspend participation in the Affiliate Program if it reasonably suspects:

(i) promotion of betting behaviour detrimental to the Bookmaker, including arbitrage betting or bonus abuse
(ii) unusual betting behaviour from Clients suggesting abuse of the Affiliate Program
(iii) inactivity in promoting the Bookmaker
(iv) failure to refer at least four new depositing Customers within any three-month period

The Bookmaker may withhold earnings where suspicious activity is detected.

13. GST

(a) If a supply is made under this Agreement in Australia and consideration is not expressed as inclusive of GST, the recipient must pay the GST amount in addition to the consideration.

(b) Australian Affiliates acknowledge that the Bookmaker may issue a Recipient Created Tax Invoice (RCTI).

(c) If payment of a claim gives rise to GST liability, the paying party must reimburse the GST amount.

(d) Any claim relating to costs must include all GST amounts payable unless input tax credits apply.

(e) Revenue calculations must exclude GST reimbursements.

14. Relationship Management

(a) Representatives

Each party will appoint representatives responsible for operational coordination between the parties.

(b) Reports

Upon written request, the Bookmaker will provide access to reports relating to Commission and Client activity.

(c) Review Meetings

Representatives of the parties must be available to communicate at least once per calendar month.

15. Intellectual Property

(a) Ownership

The Bookmaker retains all rights, title and interest in its Intellectual Property.

(b) Licence

The Bookmaker grants You a non-exclusive, royalty-free, revocable licence during the term of this Agreement to:

(i) use the Bookmaker trademarks and brands
(ii) display logos and branding on Your Websites
(iii) link from Your Websites to the Bookmaker Websites
(iv) distribute approved promotional material to promote the Bookmaker

16. Confidentiality

(a) Obligation of Confidentiality

A party receiving Confidential Information must keep it strictly confidential and use it only for purposes related to this Agreement.

(b) Permitted Use

Confidential Information may only be disclosed:

(i) to persons necessary for performance of this Agreement
(ii) where required by law
(iii) to legal or financial advisors
(iv) in connection with legal proceedings

(c) Remedies

Each party acknowledges that breach of confidentiality may cause irreparable damage and may entitle the other party to injunctive relief.

(d) Survival

Confidentiality obligations survive two years after termination of this Agreement.

17. Termination

(a) Insolvency

Either party may terminate immediately if the other becomes insolvent or ceases business.

(b) Bookmaker Termination Rights

The Bookmaker may terminate immediately if:

(i) You materially breach this Agreement and fail to remedy within 20 Business Days
(ii) You are convicted of fraud or criminal activity
(iii) Your conduct jeopardises the Bookmaker’s Licence

(c) Termination by Either Party

Either party may terminate this Agreement with 14 days written notice.

(d) Force Majeure

Either party may terminate if a Force Majeure event continues for more than 60 days.

18. Effect of Termination

Upon termination:

(i) You must return or destroy all Confidential Information
(ii) cease using Bookmaker trademarks and marketing materials
(iii) remove promotional content from Your Websites
(iv) unpaid Commission earned before termination may be payable
(v) the Bookmaker may withhold final payments until calculations are verified

Certain rights and obligations survive termination.

19. Warranties and Representations

(a) Each party warrants that:

(i) it has authority to enter into this Agreement
(ii) the Agreement does not breach any law or governing documents
(iii) obligations are legally binding and enforceable

(b) You additionally warrant that:

(i) services will be performed professionally and with due care
(ii) activities comply with applicable laws
(iii) Your Websites do not contain unlawful or defamatory content
(iv) Commission income does not exceed 80% of Your total income

20. Indemnity

You agree to indemnify and hold harmless the Bookmaker and its officers, directors, employees and agents against any liability arising from:

(i) breach of this Agreement
(ii) personal injury or property damage caused by Your actions
(iii) fraud, misconduct or unlawful acts

This clause survives termination.

21. Assignment

You may not assign or transfer rights under this Agreement without prior written consent from the Bookmaker.

22. Force Majeure

A party is not liable for delay or failure to perform obligations where such failure is caused by a Force Majeure Event.

Affected parties must:

(i) notify the other party promptly
(ii) describe the event and expected duration
(iii) outline mitigation steps

If the event continues for 60 days, the other party may terminate the Agreement.

23. Notices

(a) Notices must be in writing and sent via:

(i) courier or hand delivery
(ii) registered post
(iii) email

(b) Notices are deemed received:

(i) on delivery if hand delivered
(ii) seven Business Days after posting
(iii) upon email opening or 24 hours after sending

24. Miscellaneous

(a) Each party bears its own legal and administrative costs.

(b) Waiver of a right does not prevent future exercise of that right.

(c) Rights under this Agreement are cumulative.

(d) Consent must not be unreasonably withheld.

(e) Parties must execute documents necessary to give effect to this Agreement.

(f) Governing Law

This Agreement is governed by the laws of New South Wales, Australia.

(g) Relationship

Nothing in this Agreement creates a partnership or agency relationship.

(h) Severability

Invalid provisions may be severed without affecting the remaining Agreement.

(i) Entire Agreement

This Agreement represents the entire agreement between the parties.

(j) Variation

The Bookmaker may amend this Agreement and will notify Affiliates where possible.

Definitions

Key terms used in this Agreement include:

Affiliate Program
Betting Account
Client
Commission
Confidential Information
Net Revenue
Minor
Bookmaker Business

(Definitions operate as described within the Agreement.)

Interpretation

Unless the context requires otherwise:

(a) references to agreements include amendments
(b) references to statutes include amendments and regulations
(c) references to persons include corporations
(d) references to currency mean Australian dollars
(e) headings are for convenience only

Transition from PlayUp

(a) Transfer of Clients

Clients previously referred under PlayUp will be migrated and recognised under the Affiliate Account with the Bookmaker.

(b) Carryover of Earnings

Historical earnings, Net Revenue balances and adjustments will transfer to this Agreement without reset.

(c) Minimum FTD Requirement

Existing performance requirements, including referral of 10 First Time Depositors within a rolling three-month period, will continue uninterrupted following the transition.