Amendment recommendations

[Sherlock]

I am gambling a bit.

I have finally made an agreement with one UK company (Gibraltar based) with quite bad reputation (stealing players, lowering commissions). I do not want to disclose their name here, because for those accusations I do not have an experience with them. But it is true I already have 3 (unwritten) deals with bookies with awful reputation, and so far it works much better than expected.

The deal was simple: XX% llfetime rev share for sports without player quota with written amendment. Since I want this to be courtproof, do you have any suggestions how to write it?

I am interested specially in:
1. Who has to sign it: the affiliate program representative or the parent company that owns the program? Is affiliate manager enough or must it be someone from higher management?
2. Is there some trap that should be mentioned?

Any other recommendations (even via PM) are welcome as well.

[Syndicate]

It's a Gibraltar based company so it must be big, which in turn means you are unlikely to get the CEO to sign. However, i would ask that it's signed by the person who you have made the agreement with, and counter signed by a legal representative of the company or preferably a director!

Will you be writing the agreement? Or will they draft a separate contract with the terms you have laid out.

Just make sure their is no ''release clause'' - or include your own with XXXXX payable if they wish to trigger a release clause at a later date ------- Because their might be a change in circumstances like acquisition/floatation.

And use the word '''indefinite''

I am gambling a bit.

I have finally made an agreement with one UK company (Gibraltar based) with quite bad reputation (stealing players, lowering commissions). I do not want to disclose their name here, because for those accusations I do not have an experience with them. But it is true I already have 3 (unwritten) deals with bookies with awful reputation, and so far it works much better than expected.

The deal was simple: XX% llfetime rev share for sports without player quota with written amendment. Since I want this to be court-proof, do you have any suggestions how to write it?

I am interested specially in:
1. Who has to sign it: the affiliate program representative or the parent company that owns the program? Is affiliate manager enough or must it be someone from higher management?
2. Is there some trap that should be mentioned?

Any other recommendations (even via PM) are welcome as well.

[Sherlock]

Appreciated! They agreed that I can write it.

[-Shay-]

I would have the "decision maker" for the affiliate program sign it (the affiliate manager's manager for example). I would also have a sell on clause in the event the affiliate program ownership either closes or changes hands so that THEY are responsible for compensating you if/when their player base is sold.

[LukeC]

It needs to be someone who you believe has the authority to agree to such a deal. i.e. if you think it's going to have a significant cost to them, its unlikely an affiliate executive could sign off on it. You as a professional are expected to know whether you believe the person authorising the deal has the authority to do so. I would ask their Head of Affiliates to do so... and would be concerned if their Head of Affiliates wouldn't sign it anyway, given your other worries.

You should also have a clause to buy you out in there; perhaps a figure multiplied by the number of depositing players you have referred; or your last year's revenue multiplied by a reasonable multiplier (as this would 1: be seen as fair, which is a premise of making contracts legally binding at least in the UK, which I assume Gibraltar falls under; 2: means how much the buy out is depends on how much you scale with them and leaves your options open in that regard). I would try and have the option for the operator to do so only be invoked upon sale of their company or listing on a stock exchange - if they are not a PLC already. A PLC cannot legally have unlimited liability so they cannot legally sign an agreement that has no "get out" clause. This would prevent them doing it if you happened to just land a whale early on.

[Sherlock]

You as a professional are expected to know whether you believe the person authorising the deal has the authority to do so.

Very good point. My fault quite often is to think like a consumer. Just can not help myself to distinguish myself as company and as my person, because for me it is just one life.

It is a PLC already (sadly). I am new there. There is no backwards data, no traffic in the past. My last year revenue I will not share. I expect to give them something from zero to low exposure, even if it goes well. Not worth for me to share my/or competitors data. They have a huge penalty for treating other affiliates, either they understand it or I just pass on that with small loss.

[LukeC]

It is a PLC already (sadly). I am new there. There is no backwards data, no traffic in the past. My last year revenue I will not share. I expect to give them something from zero to low exposure, even if it goes well. Not worth for me to share my/or competitors data. They have a huge penalty for treating other affiliates, either they understand it or I just pass on that with small loss.

If they're a PLC, it's essential they have that get out clause then, or they'll (in the worst case scenario) argue the contract can't be legal.

I wasn't suggesting you share other data - but that it be based on a multiple of the payments made to you in the previous 12 months by that operator (or the actual revenue, if you want to include a clause to be able to audit their books, in the event the clause is invoked). But that multiple should be reasonable, e.g. I think you could justify 3x previous year's earnings, but not 20x.

[Sherlock]

Gotcha. I understand I can not demand more. This is what I was scared of. Because to write that condition without giving them an escape route for 3 years revenue if my traffic suddenly drops is beyond my abilities. I can not imagine how they can screw me of they go OTC (not probable) or if they merge. I must first make with them at least 3x fees for the lawyer then

[LukeC]

Your traffic dropping wouldn't be a reason for them to terminate the deal.

But I don't think you can "punish" them for ending the agreement (unless they end it early on, in which case you could probably charge for your time setting up the campaign); but you can expect a fair rate to compensate you for what you would have earned on your referred players. Just up to you to work out / demonstrate what is fair.

[Sherlock]

Yeah, traffic dropping should not be a reason for termination, but I am able to write the sentence exactly like that

I do not want to punish anybody (my main and almost only concern is just to protect my business and get the lifetime revshare), but seriously...

I know that 3 yrs revenue for online revenues, where websites are being sold at 1-2.5 yrs revenue if there is not something special is probably ok to demand... but I value my traffic higher. It is hard to measure, but I have few unused trackers at some programs and they earn, earn and earn after years. It is the new signups that often take time to lose bonuses. This is why we are constantly screwed up with limiting the revenue share after all. But that is other issue.

[LukeC]

3 years was just my view of something that could reasonably easily be justified as fair, and 20 years as something that couldn't. Up to you to negotiate and justify that something in the middle of that a court wouldn't see as unreasonable. As that's what the agreement needs to be for, at the end of the day, unless you just intend to use it as a scare tactic.

[Sherlock]

Yes, scare tactic is my primary and almost main intention. I do not want to show my cards, but I really do not like to look back in business. I appreciate other people from my businesses battling at courts (and creating positive externalities and threats for me), but I rarely go there, even when my lawyer is good. My biggest edge is elsewhere, I think I know that much already.

[LukeC]

Then I'd put the clause at something reasonable, that means if they are going to screw you, they might at least pay you off and you get something rather than nothing.