Aardvark Supply & Support

1.1. “AARDVARK” means Aardvark Technologies UAB, a private limited liability company incorporated and registered in Lithuania with registration number 304919324, whose registered address is Saltoniškių g. 2, Vilnius 08126, Lithuania;

1.2. “After-Hours” means the period from 17h00 to 09h00 (local time), Monday to Sunday, including public holidays and any other days designated as non-working days by applicable legislation;

1.3. “Agreement” means the Platform Order Form read together with these Supply and Support terms and conditions, together with any annexures, addendums, appendixes and schedules thereto;

1.4. “Business Hours” means the period from 09h00 to 17h00 (local time), Monday to Friday, excluding public holidays and any other days designated as non-working days by applicable legislation;

1.4. “AML” means all applicable anti-money laundering, counter-terrorist financing and know-your customer laws, regulations and requirements in any jurisdictions that are binding on a Party or relevant to their performance in terms of this Agreement, including any legislation requiring customer identification, verification, reporting of suspicious activities and recordkeeping;

1.6. “Commencement Date” means the date on which this Agreement will become operational, as recorded in the Platform Order Form;

1.7. “Confidential Information” means all information which is imparted or obtained under or in connection with this Agreement on, before or after the Commencement Date, in confidence (whether in writing, verbally or by any other means, and whether directly or indirectly) or which is of a confidential or proprietary nature, or which relates to the business or prospective business, current or projected plans or internal affairs of any of the parties, including but not limited to the Customer’s customer list;

1.8. “Contingency” means a specific event, occurrence, or outcome on which a customer may place a bet, where the result of such event or occurrence directly determines the outcome of the bet;

1.9. “Customer” means the party whose details are recorded on the Platform Order Form;

1.10. “Damages” means all losses, liabilities and damages relating to or arising from the Agreement or the Product, howsoever arising, whether out of breach of express or implied warranty, breach of contract, misrepresentation, negligence, vicarious or strict liability, in delict or otherwise, and whether foreseen by the Parties or not, and any legal costs (including legal fees on an attorney and own client scale and disbursements and cost of investigation, litigation, settlement, judgment, interest and penalties) or any other costs, claims or demands;

1.11. “Data Protection Laws” means the Protection of Personal Information Act No. 4 of 2013 (“POPIA”) and any regulations issued in terms thereof, and/or any equivalent legislation in the Country in which the Product is supplied to the Customer;

1.12. “Excluded Malfunction” means a malfunction in the Product caused by any factor which is not within the control of AARDVARK, including but not limited to:

1.13. “Force Majeure Event” means any event/s preventing any party from performing any or all of its obligations or which prevents a Party from operating its business or a substantial part thereof, which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of that Party, including but not limited to industrial disputes of any kind, acts of God, war, terrorism, military operations, riot, strike, civil disorder, insurrection, fire, flood, malicious damage, pandemic, compliance with any law of governmental order, rule, regulation or direction, accident, breakdown or failure of plant, machinery or equipment, instructions from any provider or satellite or internet capacity, natural emergencies, severe weather, meteorological or atmospheric disturbances (including sun outages) or any other natural events, the failure or degradation or pre-emption of space or earth segment facilities, the acts or omissions of governmental or regulatory authorities or any other cause, whether similar or dissimilar, which is outside the Party’s reasonable control;

1.14. “Gross Win” means total stakes, excluding revoked amounts, less total payouts made to customers of the Customer. The Gross Win shall be calculated in respect of each individual contingency. The Gross Win calculation shall exclude payouts made utilising promotional stakes or free spins, including but not limited to cashback, promotional cash, free bets, multi bet bonuses or any other promotional offers provided by the Customer to its customers;

1.15. “Immediate” means within the period of 1 (one hour);

1.16. “Initial Period” means the period set out in the Platform Order Form;

1.17. "Intellectual Property" means all patents, copyrights, trademarks, trade secrets, know-how, inventions, designs, and any other creations of the mind, whether registered or unregistered, developed or conceived by AARDVARK and includes any modifications, improvements, or derivative works based on such creations and any related rights to use, distribute, or exploit them;

1.18. “Malfunction” means a failure or breakdown in the Product’s operation, resulting in it not functioning as intended or not performing its normal or expected tasks. This shall include, but not be limited to any bugs, errors, or technical issues which prevent the Product from performing in accordance with the specifications and/or efficiently, as well as any performance degradation, inability to access or use certain functionality, system crashes and/or unexpected shutdowns;

1.19. “Official Channels” means e-mail, Whatsapp, Slack and/or any other communication channel as elected by AARDVARK from time to time in writing;

1.20. “Parties” means AARDVARK and the Customer collectively;

1.21. “Product” means the AARDVARK retail (Electronic Point of Sale) and online bet management system delivered within the Territory;

1.22. “Territory” means the Territory as recorded in the Platform Order Form.

AARDVARK manufactures, hosts and supplies the Product and in terms of the Agreement hereby supplies, hosts and supports the Product on a non-transferable, non-assignable basis to the Customer for commercial exploitation in its fixed odds bookmaker operations subject to the Customer holding a valid licence for such operation and the Customer accepts such supply, hosting and support on the terms and conditions set out herein.

3.1. This Agreement will commence on the Commencement Date, and will continue for the Initial Period, after which Initial Period it will automatically renew on an annual basis thereafter.

3.2. Either Party may terminate the Agreement subsequent to the Initial Period by giving the other Party not less than 3 (three) months’ written notice.

AARDVARK may immediately terminate the Agreement by written notice to the Customer if there is any change in applicable law, regulation, or government policy, or any new interpretation thereof by a competent authority, that materially impacts AARDVARK’s ability to provide the Product in a lawful or commercially viable manner. In such event, AARDVARK shall not be liable for any loss, damage, or cost incurred by the Customer as a result of such termination.

4.1. The Customer hereby grants AARDVARK a non-exclusive, world-wide, non-transferable, royalty free licence to use the Customer’s intellectual property (“Customer’s Assets”) for the sole purpose of the performance of AARDVARK'S obligations in terms of this Agreement.

4.2. The Customer owns the database of names and contact information of its customers, as well as to all related transactional data (the “Database Rights”), which rights it shall retain during the term of the Agreement and after the termination of the Agreement.

4.3. The Customer hereby authorises AARDVARK to share any and all data required by any relevant authority stored on the Product, subject to prior notice being provided to the Customer.

4.4. AARDVARK shall only be entitled to access the database in order to provide the Product.

5.1. AARDVARK will supply, host and support the Product.

5.2. AARDVARK shall comply with any applicable laws and regulations relating to the provision of the Product to the Customer, any of its obligations under the Agreement, and any other laws applicable and relevant in ensuring that AARDVARK is considered a fit and proper party to contract with.

5.3. AARDVARK will provide support to the Customer twenty four hours a day, utilising the channels, and in accordance with the service levels, as set out in Appendix A.

5.4. AARDVARK will provide adequate training prior to the Customer utilising the Product in its operations, in accordance with the “train the trainer” approach. AARDVARK will further provide comprehensive training material to the Customer.

6.1. The Customer will use its best endeavours to provide the following:

6.2. The Customer must make all reasonable efforts to monitor and manage ticket cancellations, and pay-outs.

6.3. The Customer will not distribute, sell, nor sub license the Product to any third party without the prior written consent of AARDVARK, which shall not be unreasonably withheld.

6.4. The Customer shall use the Product solely for its intended purpose and in accordance with the terms of this Agreement. The Product may only be used by the Customer, and its employees or agents, and solely for business purposes, unless otherwise specified in writing by AARDVARK.

6.5. The Customer obtains no rights to the Intellectual Property in respect of the Product and no ownership of the Product in terms of this Agreement.

6.6. The Customer will be responsible for identifying nominated trainer/s from their business/team, in order for AARDVARK to comply with their obligations in terms of clause 5 hereof.

6.7. The Customer will give instructions only by way of AARDVARK’s Official Channels, and in writing.

6.8. The Customer shall ensure that all instructions provided by it to AARDVARK are carried out correctly, and timeously.

7.1. The Customer shall be liable for applicable taxes, including but not limited to taxes payable to any regulatory authority, and for value added tax, at the applicable percentage.

7.2. If full payment has not been received by the 15th of each month, then AARDVARK shall have the right, subsequent to providing the Customer with 3 (three) business day notice, to unliterally impose service restrictions and suspensions.

7.3. In addition to the aforegoing, AARDVARK shall be entitled to charge a 10% penalty calculated on the outstanding balance, in the event of any late payment, which shall be payable in the following calendar month.

7.4. In the event that the Customer requires AARDVARK to provide more than 1 (one) invoice as a result of there being multiple parties to whom the Services are supplied in terms hereof, AARDVARK reserves the right to charge €100.00 per hour for the additional administration required to produce such invoices. Such fee/s shall be included in the Customer’s invoice.

7.5. In the event that the Gross Win for any particular game is negative in a calendar month, it will be treated as zero Gross Win in that month and the following calendar month for the purposes of calculating the fees payable.

7.6. There will be no carryover of any negative Gross Win on any individual Contingency to any other individual Contingency when calculating the fees payable. Similarly, any negative Gross Win in a month shall not be carried over to the following month.

7.7. Any Non Euro (EUR) fees and charges shall be converted into Euro (EUR), in accordance with the interbank foreign exchange rate, as published on www.oanda.com, applicable on the last day of the month prior to the month in which the invoice is transmitted to the Customer.

7.8. All fees payable by the Customer to AARDVARK in terms hereof shall increase on an annual basis, with effect from 1 January, by the average annual rate of Eurozone inflation as reported by the European Central Bank

8.1. Each Party represents, warrants and undertakes to the other Parties that it:

8.2. AARDVARK represents, warrants and undertakes to the Customer that it is entitled to and has the rights necessary to provide the Product to the Customer.

8.3. Customer warrants to AARDVARK that it shall comply with all applicable laws, rules, regulations and court orders relating to its use of the Product in terms of this Agreement.

9.1. CUSTOMER INSTRUCTIONS

9.2. INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS

9.3. PRODUCT AND MALFUNCTIONS

9.4. GENERAL

10.1. The Parties, their employees, directors, shareholders, agents, affiliates and/or any other associate party agree that they shall at all times (both during the duration of this Agreement and after its termination) keep confidential any and all Confidential Information and shall not use such information for any purpose other than to perform their respective obligations under this Agreement, except to the extent that such Confidential Information:

10.2. Notwithstanding the other provisions of this clause, the Parties may disclose Confidential Information if and to the extent:

10.3. The Parties acknowledge that all documents and/or records (in whatever form) containing or referring to Confidential Information (“Documents”) at any time in the other Party’s control or possession are, and shall at all times remain, the absolute property of the disclosing Party and the Parties undertake, both during this Agreement and after:

10.4. No Party shall make any public or press announcement, press release, public communication or statement concerning this Agreement or use the others Parties’ logos or names in any publicity or in its website without the other Parties’ prior written consent, which consent shall not be unreasonably withheld or delayed.

10.5. The obligations under this clause shall expressly survive the expiry or termination of this Agreement.

11.1. No Party will be liable to the other Parties for its inability or failure to perform, or delay in performing, any of its obligations under this Agreement caused by a Force Majeure Event, provided such Party complies with the provisions set out in this clause below.

11.2. If a Force Majeure Event occurs, then the Party affected will immediately notify the other Parties of the nature and likely duration (if known) of the Force Majeure Event and take all reasonable steps to reduce the effect of the Force Majeure Event.

11.3. If the Force Majeure Event continues for a period of 60 (sixty) days or more, the Parties not affected by the Force Majeure Event may terminate this Agreement immediately on written notice to the affected Party, provided such Force Majeure Event is continuing at the date of termination.

11.4. Unless this Agreement is terminated in terms hereof, the Party affected by the Force Majeure Event will notify the other Parties as soon as its performance of its obligations under this Agreement is no longer prevented due to the Force Majeure Event.

12.1. Other than with the other Party’s prior written consent, no party to this Agreement may:

12.2. Any purported assignment, transfer, sub-contracting, delegation, charging or dealing in contravention of this clause shall be ineffective.

13.1. The Customer is obligated to comply with Data Protection Laws, and the processing conditions set out therein with respect to the processing of all and any Information by AARDVARK in terms of this Agreement.

13.2. The information gathered and stored by AARDVARK is in respect of the Customer, and the Customer’s customers, and includes, but is not limited to:

13.3. It is recorded that the purpose of the collection of the Information, and the storing thereof, is to keep a record of the Customer’s customers, and the transactions entered into between such parties.

13.4. AARDVARK undertakes:

14.1. The parties to this Agreement hereby select their respective domicilia citandi et executandi for all purposes in terms of this Agreement and/or any claim arising pursuant hereto as follows:

14.2. Any notice given under this Agreement shall be valid and effective only if in writing, and if delivered by hand or by e-mail.

14.3. Any Party may by notice to the other Party change its domicilium to another physical address and such change shall take effect on the seventh day after the date of receipt by the Party who last receives the notice.

14.4. Any notice shall be deemed to have been given:

15.1. On termination of this Agreement, all amounts payable in terms hereof will become due and payable immediately, and AARDVARK will submit an invoice to the Customer which shall be payable upon presentation thereof.

15.2. AARDVARK will ensure that the Customer is able to access the Product for a period of 3 (three) months subsequent to the termination of the Agreement, at a cost which shall be quoted at the time of termination.

15.3. Upon the expiration of the aforesaid 3 (three) month period, AARDVARK shall deliver the customer data to it, unless otherwise agreed, and shall not be responsible for the continued storage thereof, nor shall it be liable to provide the Customer, or any regulatory authority with access thereto.

16.1. Should any dispute, disagreement or claim arise between the Parties (hereafter called “the dispute”) concerning this Agreement, the Parties shall use their best endeavours to resolve the dispute through good faith negotiations. This clause shall not preclude either Party from invoking clause 17 hereof in the event of a material breach by the other party of a term of this Agreement. However, the Parties expressly agree that they shall use their best endeavours to resolve any dispute/s, in terms of this clause, wherever it is reasonably practicable and it their interests to do so.

16.2. The good faith negotiation process provided for and envisaged in clause 16.1 entails one of the Parties inviting the other in writing to meet to attempt to resolve the dispute, within seven (7) business days from date of receipt of the written invitation to meet.

16.3. If the dispute is not resolved as a result of the invoking of this clause, then either Party may refer the dispute to a court of competent jurisdiction.

17.1. Should either Party breach any term or condition of the Agreement and fail to remedy such breach within 7 (seven) days written notice to do so, then the aggrieved Party shall be entitled to enforce specific performance of the Agreement, alternatively, to cancel this Agreement and to claim damages, entirely without prejudice to such other rights as the aggrieved Party may have in law.

17.2. Notwithstanding anything contained in the Agreement, should either of the Parties:

For the duration of the Agreement and for the period of 1 (one) year thereafter, Customers shall not, directly or indirectly, hire or solicit any employee, consultant or independent contractor of AARDVARK or anyone who was an employee, consultant or independent contractor of AARDVARK at any time within the 3 (three) month period immediately prior thereto, or encourage any employee, consultant, independent contractor or agent of AARDVARK to terminate such employment, or agency or other relationship with AARDVARK.

19.1. No variation, alteration or consensual cancellation of the Agreement shall be of any force or effect unless reduced to writing and signed by or on behalf of the Parties hereto.

19.2. The Agreement constitutes a sole record of the Agreement between the parties and replaces and supersedes all prior arrangements and documentation in regard thereto.

19.3. No party shall be bound by any representation, warranty or undertaking not recorded in the Agreement.

19.4. The Agreement shall be governed and construed according to the laws of the Republic of Lithuania and the Parties agree to submit to the exclusive jurisdiction of the Lithuanian Courts.

19.5. The Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all the counterparts shall together constitute one and the same Agreement.

Slack;

Whatsapp;

E-mail

Other appropriate channels as elected by AARDVARK from time to time.