Terms and Conditions
OlyBet Affiliate Program Terms & Conditions
Please read these terms and conditions carefully before applying to become an Affiliate, as they set out our and your legal rights and obligations in relation to our Affiliate Program. You will be asked to agree to these Affiliate Terms before becoming an Affiliate. If you have any questions or comments about the OlyBet Affiliates program, please contact our Affiliate Team at firstname.lastname@example.org
1. Definitions and interpretation
1.1. The Agreement uses the following terms:
1.1.1. “Affiliate” means the person (natural or legal) specified as the accepted affiliate for the Affiliate Program.
1.1.2. “Company” means OB Holding 1 OÜ, address at Pronksi 19, Tallinn, Harjumaa 10124 Estonia, registry code 14975047 (hereinafter OlyBet or the Company), which operates in partnership and as a part of the Income Access Network.
1.1.3. “Parties” means the Affiliate and the Company, who may be referred to individually as a “Party” or collectively as “Parties”.
1.1.4. “Agreement” means the agreement between the Company and the Affiliate incorporating these Affiliate Terms, the registration form, and any amendments to it from time to time.
1.1.5. “Term” means the term of the Agreement.
1.1.6. “Affiliate Website” means the website(s) owned and operated by the Affiliate, as specified on the registration form.
1.1.7. “Effective Date” means the date the Agreement comes into force as specified in Clause 2.
1.1.8. “Traffic Source” means any source of referral, including but not limited to, email, Affiliate Website, SMS, SEM, direct mail.
1.1.9. “Leads” or “Traffic” means the tracked persons using the OlyBet Website as a result of promotion by the Affiliate.
1.1.10. “Link” means a hyperlink (whether embedded in text or an image or otherwise) from the Affiliate Website or any other Traffic Source to the OlyBet website.
1.1.11. “Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the Party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus, or other malicious software infections or attacks, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks, and wars).
1.1.12. “Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semiconductor topography rights and rights in designs).
1.1.13. “Commission” means payments of a bounty payment for every new registration that deposits and places at least one wager or a % of Net Revenue as per the default commercial rates published on the website or separately agreed-upon terms.
1.1.14. “Payment Trigger” means wagering by on the OlyBet website made by a user who first visited the OlyBet website by means of a Link and who made such a wager within 30 days of the date of that first visit.
1.1.15. “Prohibited Materials” means content, works, or other materials that the Company determines (acting reasonably) include:
a) indecent, obscene, pornographic, or lewd material.
b) material that breaches any applicable laws, regulations, or legally binding codes.
c) material that infringes any third party intellectual property rights or other rights.
d) material that is offensive or abusive, or is likely to cause reasonable and serious annoyance, inconvenience, or anxiety to another internet user.
e) computer viruses, spyware, Trojan horses, or other malicious or harmful routines, programs, or software.
f) spam or bulk unsolicited email.
1.1.16. “Italian Content” means all affiliate activity directed at Italian resident users and/or content in relation to www.olybet.it.
1.2. In the Agreement, a reference to a statute or statutory provision includes a reference to:
1.2.1. that statute or statutory provision as modified, consolidated, and/or re-enacted from time to time; and
1.2.2. any subordinate legislation made under that statute or statutory provision.
1.3. The following terms are applied as default settings and can be modified separately:
1.3.1. Gaming Gross Revenue = Casino Gross Revenue + Sportsbook Gross Revenue + Poker Gross Revenue
184.108.40.206 Casino Gross Revenue = Casino revenue – (Casino revenue * gaming tax rate) – (Casino revenue * admin fees). Casino revenue means stakes less winnings, inclusive of jackpot contributions and jackpot winnings.
220.127.116.11. Sportsbook Gross Revenue = Sportsbook revenue – (Sportsbook revenue * gaming tax rate) – (Sportsbook revenue * admin fees).
Sportsbook revenue means stakes less winnings. Stakes and winnings both reported on bet settlement date.
18.104.22.168 Poker Gross Revenue = [(Poker rake + Poker tournament fees) – (Poker rake + Poker tournament fees) * gaming tax rate] – Poker Provider Fee. Poker Provider Fee means the fee to the poker system provider as per OlyBet actual contractual obligations to the partner. Poker Provider Fee value is VAT-inclusive.
1.3.2. Bonus: Total amount of bonuses granted to the player at Casino/Sportsbook/Poker. Rollover bonuses appear as the amount granted less the amount cancelled or expired.
1.3.3. Net Revenue = Gaming Gross Revenue – Bonus – chargebacks – payment fees. Chargebacks means the card payments amount that the player has successfully challenged and reversed to their payment card. Payment fees mean the expenses of OlyBet by managing the customer deposit and withdrawal processing payments.
1.4. The Clause headings do not affect the interpretation of the Agreement.
2. The Affiliate Program
2.1. To apply to become an Affiliate, the applicant must complete and submit the registration form. By submitting the registration form the applicant confirms that they accept these terms and conditions.
2.2. Following the submission of a completed registration form by the Affiliate, the Company will process the application for up to 14 days. If the Affiliate is accepted, the Company will send the Affiliate an acceptance email and the Agreement will come into force (the Effective Date).
2.3. The Agreement will continue in force indefinitely, unless and until terminated in accordance with Clause 10.
2.4. The Affiliate will within 7 days following the Effective Date include one or more Links on the Affiliate Website or to another Traffic source and will maintain those Links during the Term.
2.5. The Company may from time to time during the Term request amendments to the Links and/or the Affiliate Website and/or any other Traffic source for the purpose of ensuring consistency and quality in the use of the Company’s trademarks and branding, and to the extent that such requests are reasonable the Affiliate will make such amendments within 7 days of the request.
2.6. The Company has every right to reject Traffic sources if they find this to be necessary.
3. The Rights and Obligations of the Parties
3.1. The Affiliate will provide the Company with:
3.1.1. co-operation as is required by the Company (acting reasonably) in connection with the Affiliate Program.
3.1.2. all information and documents required by the Company (acting reasonably) in connection with the Affiliate Program.
3.2. The Affiliate must:
3.2.1. keep the Affiliate Website and any other Traffic source up-to-date and in good working order.
3.2.2. ensure that the quality of design, content, and functionality on the Affiliate Website or any other Traffic source does not materially deteriorate during the Term.
3.2.3. ensure all marketing of or relating to the Affiliate’s Traffic sources (both online and offline) is in accordance with applicable law in each specific territory the marketing activity is taking place in, any applicable codes of practice, and good industry practice generally.
3.2.4. ensure all marketing of all Traffic sources meet all guidelines/requirements set by the Company.
3.2.5. approve all Traffic sources with the Company prior to using them to send Leads to the OlyBet website.
3.2.6. add negative keywords when using paid online advertising such as PPC, CPC, etc. The following keywords must be added as negative keywords: “Oly”, “OlyBet”, “Oly Bet”, “Olympic”, “Olympic Casino”, “OlympicCasino”.
3.2.7. The Affiliate is solely responsible for making sure that direct marketing which it conducts (including, but not limited to, sending SMS/e-mail/direct mail, SEM, etc.) complies with all applicable laws and regulations, including, but not limited to, General Data Protection Regulation (hereinafter – “GDPR”) and local legislation, as well as the guidelines set by the Company. Affiliate is an independent data controller and is solely responsible for its actions toward individuals. Affiliate must also make it clear that its communication is not coming from OlyBet but from a third party.
3.2.8. Social media/streaming/mailers/SMS which promote OlyBet brands are only allowed upon the written consent of the Company. The Company shall provide the Affiliate with guidelines for social media/ streaming/ mailers/ SMS.
3.2.9. Affiliates who create Italian Content must have all their marketing content and activities approved by the Company.
3.3. The Affiliate must not:
3.3.1. take any action in connection with the Affiliate Program which might reasonably be expected to lead to the possibility of damage to the reputation and goodwill of the Company and/or the OlyBet website.
3.3.2. use any marketing material or in any way try to target persons who are less than 18 years of age (or older in jurisdictions where the legal age of gambling is higher).
3.3.3. modify, impair, disable or otherwise interfere with any tracking codes and/or other technology required by Income Access in order to ensure proper tracking.
3.4.4. “spam” and/or use unsolicited email. If the Company reasonably believes that an Affiliate is knowingly sending spam and/or unsolicited email, the Company, may, in its sole discretion, immediately terminate such Affiliate’s participation in the Affiliate Program.
3.3.5. conduct any advertising/promotion of any OlyBet brands via pop-ups/-unders unless otherwise agreed to, in writing, with the Company.
3.3.6. engage in any activity that can be seen as cookie stuffing/dropping.
3.3.7. include any Prohibited Materials on the Affiliate Website or on any other Traffic source or include any hyperlink to any Prohibited Materials on the Affiliate Website and/or any other Traffic source.
3.3.8. include any content/marketing material which is outdated/incorrect.
3.3.9. include any content/marketing material to any Traffic source which can be deemed as harmful/defamatory information.
3.3.10. market the Affiliate Website or any other Traffic source using spam or unsolicited emails or other unsolicited communications, or using any form of spyware, parasite ware, adware or similar software, or using any other antisocial or deceptive methods.
3.3.11. increase or seek to increase the number of Payment Trigger events using any fraudulent or deceptive method.
3.3.12. make any public disclosure relating to the Agreement (including press releases, public announcements, and marketing materials) without the prior written consent of the Company.
3.3.13. include any hyperlink to the OlyBet website from the Affiliate Website or other Traffic source that is not a Link.
3.3.14. include any reference to the Company or the OlyBet website on the Affiliate Website or on any other Traffic source which may be deemed as negative.
3.3.15. make any SEO, including, but not limited to, Google/Bing, under the name of Olybet Affiliates or directly with the names of original brands such as OlyBet, Olympic, to gain a position of top 20 in any search engine. For example, to optimize wordings such as “Olybet bonus”, “casino olybet”, “olybet sportsbetting”, “Oly”, “OlyBet”, “Oly Bet”, “Olympic”, “Olympic Casino”, “OlympicCasino”, etc.
3.3.16. try to buy any webpage addresses that have OlyBet Affiliates brand names in them, because all official brand-related rights belong to OB Holding 1 OÜ.
3.3.17. send incentivized Traffic to OlyBet websites, including, but not limited to, any possible cashback schemes, unless otherwise agreed to, in writing, with the Company.
3.3.18. Affiliates must not use any marketing material or in any way try to target persons who are less than 18 years of age (or older in jurisdictions where the legal age of gambling is higher).
3.4. Each Affiliate is responsible for the quality and origin of the Traffic that it provides to the Company’s Website. If an Affiliate knowingly sends Traffic of questionable quality and/or origin to the Company, the Company may, in its sole discretion, immediately terminate such Affiliate’s participation in the Affiliate Program.
3.5. If an Affiliate accidentally or unknowingly directs Traffic of questionable quality and/or origin to the Company’s website, the Company may issue a written warning to Affiliate, notifying the Affiliate of the questionable Traffic. If, after the written warning, the Affiliate still directs Traffic of questionable quality and/or origin to the Company’s website, the Company may, in its sole discretion, immediately terminate the Affiliate’s participation in the Affiliate Program.
3.6. If the Affiliate directs to the Company a player who is already a land-based VIP Gold/Platinum tier loyalty member of Olympic Casino then the Company may, in its sole discretion, move this player under the Company.
3.7. The Affiliate agrees that they have no rights or control over the relations between the Company and the players (as Leads) and the Company has sole rights for limiting the player’s access, product usage or terminate their account if needed.
3.8. If the Traffic directed by the Affiliate generates minus Net Revenue for three (3) months in a row, then a Company may, in its sole discretion, immediately change revenue share commission structure from No Negative Carry Over to Negative Carry Over.
3.9. Affiliates are not permitted to copy any other affiliate’s website. The Company reserves the right to suspend and/or terminate an Affiliate’s participation in the Affiliate Program if they are found to have copied another affiliate’s website.
3.11. Affiliates shall not in any offer, promotion, or advertising use phrases such as “the best rakeback deal on the Poker Network” or “the best loyalty program and loyalty Shop on the Poker Network”, or any equivalent or like terms or phrases which have the same implied or intended meaning. Affiliates shall not directly or indirectly provide or offer to provide rakeback to players and all rakeback payments must be made by the Company.
4. Intellectual Property Rights
4.1. The Company grants to the Affiliate during Term a worldwide, non-exclusive, royalty-free license to reproduce electronically and publish on the Affiliate Website or on any other accepted Traffic source only the Links.
4.2. The Company does not warrant that the use of the Links by the Affiliate will not infringe any third-party intellectual property rights or give rise to any other liability on the Affiliate.
5.1. The Commission is by default expected to be made to a legal person unless agreed otherwise and all Commission terms are by default applicable to a legal person.
5.2. In respect of each Payment Trigger which can be verified by the Company (acting reasonably) the Company will pay Commission to the Affiliate.
5.3. The Company will account to the Affiliate for all Commission due in respect of a calendar month within 30 days from the end of the following calendar month unless the amount due is less than 100.00 €, in which case the Commission may be held over to the next payment date.
5.4. For Affiliates producing Italian Content, if the Commission calculated is negative, no commission shall be payable, and the negative amount shall be carried forward to the next month and to subsequent months if needed and set off against the base amount for calculation the revenue commission due.
5.5. For tax residents of Estonia, the Commission stated or in relation with this Agreement excludes VAT and an Affiliate who is a tax resident of Estonia shall be responsible for own VAT obligations. For Affiliates which are not tax residents of Estonia, the Company shall pay the VAT due on the Commission on behalf of the non-resident Affiliate and shall deduct the VAT from the paid Commission.
5.6. If the Company is required by law to deduct withholding tax or any other taxes or duties from any Commission, then the Company will deduct such amounts from the Commission before paying them to the Affiliate.
5.7. Commission to the Affiliate will be made in euros by bank transfer or using other e-wallet option which is listed on the OlyBet Affiliates webpage (using such payment details as are provided by the Affiliate on the registration form).
5.8. If the Company does not pay any amount properly due to the Affiliate under or in connection with the Agreement, the Affiliate may charge the Company simple interest on the overdue amount at the rate of 4% per year above the last interest rate applicable to the main refinancing operations of the European Central Bank before 1 January or 1 July of each year.
5.9. No Commission will be due in respect of:
5.9.1. any wagers on the OlyBet website made by or on behalf of:
22.214.171.124. the Affiliate.
126.96.36.199. any parent undertaking or subsidiary of the Affiliate.
188.8.131.52. any employee, agent, or officer of the Affiliate or any parent undertaking or subsidiary of the Affiliate.
5.9.2. by any natural person related to any of the following:
184.108.40.206. any amount received by the Company by means of the fraudulent or unlawful use of a credit, debit, or another payment card, or by any other fraudulent or unlawful means.
220.127.116.11. any purchases on the OlyBet website which are subsequently canceled, refunded, reversed, or charged back (and the Company will be entitled to require repayment of Commission made as a result of such purchases).
5.10. Both before and after termination, the Company will be entitled to set off any amount owed to the Affiliate against any amount the Affiliate owes to the Company whether under the Agreement or otherwise, and against any loss or damage suffered by the Company whether in relation to the Agreement or otherwise arising out of the Affiliate’s acts or commissions.
5.11. High Roller Rule – the Company may in its sole discretion exclude players who have a significant share of affiliate generated turnover from the base contract and implement separate volume thresholds to apply payments for these players’ generated revenue.
5.12. The Company shall pay the Affiliate the CPA commission as specified below. The CPA commission is calculated every month based on the number of monthly affiliated new customers in Company software. New customers are customers who do not yet have and have not had an account in the Company’s software, who sign up using the Affiliate code in their registration form and make at least one real money transfer into their gaming account.
5.13. The default commercial rates are made available on the OlyBet Affiliates website unless agreed upon separately.
5.14. The revenue share is calculated as a percentage share of the Company’s Net Revenue generated from all the customers referred by the certain Affiliate.
5.15. Payments of commissions are made only to the bank account or e-wallet account the Affiliate has provided on the registration form. The Company shall have a right to request mistakenly overpaid amounts to be refunded or deduct them from outstanding payment obligations. The Company shall make a reasonable effort to reach the Affiliate and to reach an agreement on a payment plan prior to making any deductions from Affiliate’s account.
5.16. Total commission amount at the end of each month is inclusive of any and all taxes, including but not limited to value-added tax, non-resident income tax, gaming tax, etc. The Affiliate is solely responsible for the payment of any and all taxes, fees, charges and any other money payable or due both locally and abroad to any tax authority and/ or any other authority as a result of the revenue generated under this Agreement.
5.17. The Company has the right to withhold any and/or all payments to the Affiliate if the Affiliate is in breach of any of the provisions of this Agreement.
5.18. Any Commissions paid to the Affiliate by the Company hereunder shall represent the Affiliate’s sole remuneration for its activities under the Agreement. Except as otherwise expressly agreed in writing, all expenses incurred by the Affiliate when carrying out the rights and obligations under this Agreement shall be deemed to be covered by the commission provided for in this Agreement. The Affiliate is responsible for all obligations and costs in connection with the performance of this Agreement.
5.19. The affiliate commissions in one month are connected so total commissions will be summed up and calculated depending on the deal specifics.
5.20. The Affiliate confirms that the promotional services will be rendered only in countries previously agreed upon with the Company.
6.1. Each Party warrants to the other Party:
6.1.1. that it has the legal right and authority to enter into and perform its obligations under the Agreement.
6.1.2. that it will perform its obligations under the Agreement with reasonable care and skill.
6.2. All the Parties’ liabilities and obligations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.
7.1. The Affiliate will indemnify and keep indemnified the Company, and the Company’s officers, employees, representatives, agents, and subcontractors, against all damages, losses, and expenses (including legal expenses) arising from any breach by the Affiliate of any term of the Agreement.
8.1. Nothing in the Agreement will exclude or limit the liability of either Party for:
8.1.1. death or personal injury caused by that Party’s negligence
8.1.2. fraud or fraudulent misrepresentation on the part of that Party
8.1.3. any other liability which may not be excluded or limited under applicable law.
8.2. Subject to Clause 8.1, the Company’s liability to the Affiliate under or in connection with the Agreement or any collateral contract, whether in contract or tort (including negligence), will be limited as follows:
8.2.1. the Company will not be liable for any:
18.104.22.168. loss of profits, income, or anticipated savings,
22.214.171.124. loss or corruption of any data, database, or software,
126.96.36.199. reputational damage or damage to goodwill.
188.8.131.52. loss of any commercial opportunity.
184.108.40.206. indirect, special, or consequential loss or damage.
8.2.2. the Company will not be liable for any losses arising out of a Force Majeure Event.
8.2.3. the Company’s liability in any calendar year will in no circumstances exceed the total amount paid (or, if greater, payable) by the Affiliate to the Company under the Agreement during that calendar year.
8.2.4. the Company’s aggregate liability will in no circumstances exceed the total amount paid (or, if greater, payable) by the Affiliate to the Company under the Agreement.
9. Force Majeure Events
9.1. Where a Force Majeure event gives rise to a failure or delay in either Party performing its obligations under this Agreement, those obligations will be suspended for the duration of the Force Majeure event.
9.2. A Party who becomes aware of a Force Majeure event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this Agreement, will promptly notify the other.
9.3. The affected Party will take reasonable steps to mitigate the effects of the Force Majeure event.
10.1. Either Party may terminate the Agreement forthwith at any time by giving written notice to the other Party. The termination will take effect in thirty (30) days from sending the written notice.
10.2. The Company may terminate the Agreement immediately (with or without giving written notice to the Affiliate) if the Affiliate:
10.2.1. commits any breach of any term of the Agreement.
10.2.2. becomes insolvent or enters into any insolvency process or procedure.
10.2.3. or (where the Affiliate is an individual) the Affiliate dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs or is the subject of a bankruptcy petition or order.
10.3. If an Affiliate does not generate at least five (5) successful and verified registrations for the Company for greater than a three (3) month period, the Company may terminate this Agreement with or without notice to Affiliate and have full authority to move Leads under the Company.
10.4. If the new clients brought in by the Affiliate are winning poker and/or sports betting players, also known as “sharks”, the Company has the right to reduce Affiliate’s poker revenue share weight down to 50%. If the new clients bought in by the Affiliate are mostly “sharks” with very few regular or losing players, then Company has the right to reduce Affiliate poker and/or sports betting revenue share weight down to 0%.
10.5. If the Affiliate commits any breach of clause 3.3, the Company shall reserve the right to immediately freeze the Affiliate’s account and payments and make a reasonable effort to reach the Affiliate in order to resolve the issue. Reasonable effort in this specific case means:
10.5.1. that the Company tried to contact the Affiliate no less than three (3) times during the first seven (7) days after the issue came to the knowledge of the Company and no less than six (6) times during the first thirty (30) days.
10.5.2. should the Company not be able to reach the Affiliate or to reach an agreement to resolve the issue, the Company reserves the right to close the Affiliate’s account, move Leads under the Company’s account, and waive any pending and/or future commissions.
11. Effects of termination
11.1. Upon termination all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 7, 8, 11 and 12.
11.2. If the Agreement is terminated by the Company under Clause 10.2, the Company will not have any obligation to make any further Payments to the Affiliate.
11.3. Subject to Clause 11.2:
11.3.1. the Company will pay to the Affiliate all Payments arising from Payment Triggers activated on or before the date of effective termination of the Agreement in accordance with the terms of the Agreement; and
11.3.2. termination of the Agreement will not affect either Party’s accrued rights as of the date of termination.
11.4. Provided that the Company has paid or do pay to the Affiliate such sums as are properly due and owing at the date of termination which shall be subject to any rights the Company has to make deductions whether under this Agreement or otherwise, the Company shall have no further liability to pay the Affiliate any further sums.
12.1. Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered personally, sent by pre-paid first-class post or by email, for the attention of the relevant person, and to the relevant address, or email address specified on the registration form (in the case of the Affiliate) or the OlyBet website (in the case of the Company) (or as notified by one Party to the other in accordance with this clause). Updating their contact information is solely the Affiliates’ obligation.
12.2. A notice will be deemed to have been received at the relevant time set out below:
12.2.1. where the notice is delivered personally, at the time of delivery.
12.2.2. where the notice sent by first class post, 48 hours after posting.
12.2.3. where the notice sent by email, at the time of the transmission (providing the sending Party retains written evidence of the transmission).
12.2.4. no breach of any provision of the Agreement will be waived except with the express written consent of the Party not in breach.
12.3. If a clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the clause will continue in effect (unless that would contradict the clear intention of the Parties, in which case the entirety of the relevant clause will be deemed to be deleted).
12.4. Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the Parties. The Affiliate will not make any statement on the Affiliate website or on any other Traffic source or otherwise which expressly or impliedly suggest that there is any such relationship between the Parties.
12.5. The terms and conditions may be changed by the Company posting a new version of the terms and conditions on the OlyBet website and notifying the Affiliate in writing that the Terms and Conditions have been updated. The Affiliate’s continued participation in the Affiliate Program after receipt of such notice will constitute the Affiliate’s acceptance of the varied Agreement.
12.6. The Company may freely assign its rights and obligations under the Agreement without the Affiliate’s consent.
12.7. The Agreement is made for the benefit of the Parties and is not intended to benefit any third Party or be enforceable by any third Party. The rights of the Parties to terminate, revoke, or agree with any amendment, waiver, variation, or settlement under or relating to the Agreement are not subject to the consent of any third Party.
12.8. The Agreement constitutes of the entire agreement and understandings of the Parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the Parties relating to the subject matter of the Agreement. Subject to Clause 8.1, each Party acknowledges that no representations or promises not expressly contained in the Agreement have been made by or on behalf of the other Party.
12.9. The Agreement will be governed by and construed in accordance with the laws of the Republic of Estonia.