Verified Partner Terms & Conditions

These Verified Partner Terms & Conditions ("Agreement") govern the relationship between CPJ International Ltd, a company registered in England and Wales with company number 17478436, whose registered office is at 66 Paul Street, London EC2A 4NA, trading as iGamingPayments.ai ("CPJ International", "we", "us"), and any payment service provider, processor, acquirer, gateway or related entity ("Partner", "you") that claims, verifies or maintains a profile on the iGamingPayments.ai platform.

By claiming or verifying a profile, the person accepting confirms they are authorised to bind the Partner, and the Partner agrees to be bound by this Agreement. Continued use of the Platform or maintenance of a Verified Profile constitutes ongoing acceptance.

1. Definitions

• "Platform" means the iGamingPayments.ai website, directory, marketplace, matching engine, enquiry and contact tools, and all associated services operated by CPJ International Ltd.
• "Verified Profile" means a Partner's listing that has been claimed and confirmed by an authorised representative of the Partner.
• "Referral" means any introduction of an operator or merchant to the Partner through the Platform, including a match, enquiry, contact request, click-through, direct introduction by us, or any contact that results from the Partner's presence on the Platform.
• "Referred Operator" means any iGaming operator or other merchant that is the subject of a Referral, unless the Partner successfully disputes the Referral under clause 3.3, together with its Operator Group.
• "Operator Group" means the Referred Operator and any parent, subsidiary, affiliate, sister company, trading entity, brand, website or domain under common control with it that contracts with or processes through the Partner or any member of the Partner's group.
• "Gross Revenue" means all fees, commissions, margin, mark-ups, processing and acquiring revenue, gateway fees, setup and onboarding fees, monthly minimums, annual and licence fees, volume bonuses, performance payments and any other consideration received or retained, directly or indirectly, by the Partner or any member of its group in connection with a Referred Operator.
• "Net Revenue" means Gross Revenue less only (a) interchange and card scheme fees passed through to the Partner at cost, (b) VAT and equivalent sales taxes, and (c) refunds of the Partner's own fees to the Referred Operator, in each case documented and verifiable. No other deduction is permitted without our prior written approval.
• "Referral Commission" means the commission payable to us under clause 4.
• "Lifetime" means the entire duration, without limitation, of all commercial relationships between the Partner (or any member of its group) and a Referred Operator, including renewals, extensions, replacement contracts, new merchant IDs, additional websites, white-label arrangements and successor agreements.
• "Confidential Information" means all non-public commercial, technical, financial and business information disclosed by one party to the other, including our operator relationships, referral data, Platform technology and commercial terms.

2. Our role: introductions only

2.1 The Platform is an introduction and referral service. We introduce operators and merchants who may need payment services to payment providers who may offer them. We are not a payment service provider, acquirer, agent or distributor of the Partner, and we do not process, hold or control any funds.

2.2 We do not carry out due diligence on any operator or merchant. We do not verify any operator's licensing, ownership, financial standing, compliance or suitability, and nothing we say or publish is a representation that any operator is approved, licensed, compliant or guaranteed to be accepted by you.

2.3 We act as an independent contractor. We have no authority to bind the Partner, enter into contracts on its behalf, make representations or warranties on its behalf, or vary its commercial, regulatory or contractual terms. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

2.4 We will not knowingly introduce an operator where doing so would breach applicable law. The Partner's sole responsibility for its own checks under clause 6 is unaffected.

3. Verified Profile, Platform access and referrals

3.1 Verified Profile status and access to the Platform's matching and facilitation services are granted at our discretion. We may grant, withhold, suspend or remove Verified Profile status at any time, and may modify, replace or withdraw the Platform or any of its features, without liability to the Partner.

3.2 Only Partners who have accepted this Agreement (or an approved alternative under clause 13.2) and remain in compliance with it are eligible to edit their profile, appear in operator match results, receive referral enquiries or be presented to operators. We make no commitment as to the volume, quality or frequency of introductions, and we may list competing partners without any obligation of exclusivity.

3.3 Disputing a Referral. A Referral is treated as valid unless, within ten (10) business days of us notifying the Partner of it (or, where the Partner learns of a Referral other than through our notification, within ten (10) business days of first contact with the operator), the Partner notifies us in writing with reasonable evidence that the operator was already an existing customer or an active prospect in documented negotiation before the Referral.

3.4 The Partner shall promptly acknowledge each Referral and keep us reasonably informed of its status, including whether the operator has been contacted, approved, declined, onboarded and activated. Either party may maintain a referral register recording Referred Operators, referral dates and onboarding and processing status.

3.5 Verified Profile status is non-transferable and applies solely to the legal entity that accepts this Agreement. Any change of control, acquisition, merger or restructuring of the Partner must be notified to us in writing, and this Agreement binds any successor to the Partner's business.

4. Referral Commission

4.2 Referral Commission applies to all processing and services provided to a Referred Operator and its Operator Group, whether provided directly by the Partner or through any affiliate, group company, reseller, acquiring partner, gateway or other intermediary. Where any of these receives revenue in place of the Partner, the Partner remains liable for the Referral Commission as if it had received that revenue itself.

4.3 The obligation applies regardless of whether the Partner and the Referred Operator later modify, renew, replace or expand their arrangement, and regardless of any agreement between them that purports to exclude or reduce our entitlement.

4.4 The Partner shall not restructure, reclassify, re-route, defer or otherwise reorganise its revenue, contracting entity or corporate structure with a Referred Operator for the purpose of avoiding, reducing or delaying Referral Commission.

4.5 Referral Commission is calculated monthly and is due within fourteen (14) days of the end of each calendar month in which the relevant Net Revenue was received.

4.6 Late payments accrue interest at 8% per annum above the Bank of England base rate from the due date until payment. We may also recover reasonable costs of enforcement, including legal and debt recovery costs.

4.7 Referral Commission is exclusive of VAT, which shall be added where applicable. The Partner shall pay Referral Commission in full without set-off, counterclaim or deduction, except for taxes it is required by law to withhold. We may set off any amount owed by the Partner against any sum we owe to the Partner.

5. Reporting and audit

5.1 Within seven (7) calendar days after the end of each calendar month, the Partner shall send us a written statement showing, for each Referred Operator: Gross Revenue by revenue type, processing volume, any deductions claimed with supporting documentation, Net Revenue, the Referral Commission due and the payment date.

5.2 Statements must be certified as accurate by a director or equivalent officer of the Partner. The Partner shall notify us in writing within five (5) business days of signing any new agreement with a Referred Operator or making any change that may affect Referral Commission.

5.3 If the Partner fails to provide accurate and timely statements, we may estimate the Referral Commission due from the information available, and that estimate is payable unless the Partner shows it to be wrong within fourteen (14) days.

5.4 The Partner shall keep complete and accurate records sufficient to calculate Referral Commission for at least seven (7) years. On five (5) business days' written notice, and normally not more than once in any twelve-month period unless a previous audit or statement revealed a discrepancy, we or our appointed accountants may audit the Partner's relevant records, contracts, invoices and processing reports.

5.5 If an audit reveals an underpayment, the Partner shall pay the shortfall immediately with interest under clause 4.6. If the underpayment is three percent (3%) or more of the Referral Commission due for the audited period, the Partner shall also pay the reasonable costs of the audit.

5.6 Obstructing, delaying or failing to cooperate with an audit is a material breach.

6. Partner responsibilities

6.1 The Partner is solely responsible for deciding whether to contract with, onboard and service any Referred Operator, and for all underwriting, KYC/KYB, AML, sanctions screening, fraud, responsible-gaming and other regulatory checks. Nothing in this Agreement obliges the Partner to accept any Referred Operator.

6.2 The Partner is solely responsible for determining whether it is legally and regulatorily permitted to provide its services to each Referred Operator in each relevant jurisdiction, and shall comply with all laws and regulatory requirements applicable to its services and to its payment of Referral Commission.

6.3 The Partner shall not make us responsible, by contract or otherwise, for any operator's or merchant's payment obligations, chargebacks, fraud losses, refunds, reserves, scheme fines, regulatory obligations or other liabilities.

6.4 The Partner warrants that its profile content is accurate and not misleading, and that it holds all licences, registrations and authorisations required to provide the services described on its profile.

7. Liability and indemnity

7.1 The Platform is provided on an "as is" and "as available" basis. We give no warranty, express or implied, and accept no responsibility for the suitability of any introduction, the accuracy of any profile or operator information, the conduct of any operator or merchant, or the outcome of any commercial relationship arising from the Platform.

7.2 To the fullest extent permitted by law, our total aggregate liability to the Partner under or in connection with this Agreement is nil, and in no event shall we be liable for any indirect or consequential loss, loss of profit, revenue, business or goodwill.

7.3 The Partner shall fully indemnify, defend and hold harmless CPJ International Ltd and its officers, directors, shareholders, employees and agents against all claims, damages, losses, liabilities, costs (including legal costs), fines and penalties arising out of or connected with (a) the Partner's products, services, operations or conduct, (b) any Referred Operator or merchant that the Partner onboards or services, including any unlawful activity by it, (c) any regulatory investigation or action relating to the Partner or its merchants, or (d) any breach of this Agreement by the Partner.

7.4 Nothing in this Agreement limits or excludes liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot lawfully be limited or excluded.

8. Confidentiality and data protection

8.1 Each party shall keep the other's Confidential Information confidential and use it only for the purposes of this Agreement. This obligation survives termination indefinitely, but does not apply to information that is public through no fault of the receiving party or that must be disclosed by law.

8.2 Neither party shall sell, disclose or use confidential operator or merchant information for purposes unrelated to the referral relationship, except where legally required or authorised by the operator or merchant concerned.

8.3 Each party shall comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018. Personal data shall be shared only where there is a lawful basis and only to the extent reasonably necessary for the referral and onboarding process.

8.4 We may disclose the Partner's profile and participation on the Platform for marketing, case study and promotional purposes, unless the Partner tells us in writing that specific information is confidential.

9. Intellectual property

9.1 All intellectual property rights in the Platform belong to us. Each party otherwise retains ownership of its own intellectual property.

9.2 The Partner grants us a royalty-free, worldwide licence, for as long as it has a profile on the Platform, to use, reproduce and display the Partner's name, logo, description and profile content for the purpose of operating and promoting the Platform.

10. Term and termination

10.1 This Agreement starts when the Partner first claims or verifies a profile, or accepts this Agreement, and continues until terminated.

10.2 We may terminate this Agreement for any reason on thirty (30) days' written notice.

10.3 We may terminate immediately if the Partner fails to pay Referral Commission when due, fails to provide statements, obstructs an audit, commits any other material breach that is not remedied within fifteen (15) business days of written notice, becomes insolvent or ceases business, or engages in conduct we reasonably consider damaging to our reputation or operator relationships.

10.4 The Partner may terminate this Agreement on ninety (90) days' written notice, provided all accrued Referral Commission has been paid in full.

10.5 Termination does not affect Referral Commission already accrued or that accrues afterwards from the Lifetime relationship between the Partner and any Referred Operator introduced before termination. These obligations, and clauses 4, 5, 7, 8 and 13.1, survive termination.

11. Changes to these terms

11.1 We may update this Agreement by giving the Partner at least thirty (30) days' written notice or by publishing an updated version on the Platform. Continued use of the Platform after the notice period constitutes acceptance.

11.2 Any change to the Referral Commission rate applies only to Referred Operators introduced after the change takes effect, unless the Partner agrees otherwise in writing.

12. Notices

12.1 Notices must be in writing and sent by email. Notices to us go to hello@igamingpayments.ai, with a copy by post to our registered office. Notices to the Partner go to the email address associated with its profile, or any other address it notifies to us in writing.

13. General

13.1 Governing law and jurisdiction. This Agreement and any non-contractual obligations arising from it are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction, save that we may bring proceedings to recover unpaid sums in any competent jurisdiction.

13.2 Entire agreement and negotiated agreements. This Agreement is the entire agreement between the parties about its subject matter and supersedes all prior agreements and discussions. Where we approve in writing a separately negotiated referral agreement with the Partner, that agreement governs the referral relationship and prevails over this Agreement where they conflict.

13.3 Waiver. A failure or delay in exercising any right is not a waiver of it.

13.4 Severability. If any provision is invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force.

13.5 Assignment. The Partner may not assign or transfer this Agreement without our prior written consent. We may assign this Agreement to any successor, acquirer or affiliate.

13.6 Third parties. No one other than the parties and the persons indemnified under clause 7.3 has any right to enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999.