General Terms and Conditions

Stakelogic B.V., a private company with limited liability incorporated under the laws of the Netherlands with registered office at Dr. Holtroplaan 9, 5652 XR in Eindhoven, VAT number: NL853092102B01, registered with the Chamber of Commerce in the Netherlands under number 58566473, is the group company of Stakelogic subsidiaries, combined named as “Stakelogic”.

Stakelogic is a Business-to-business operating company in the iGaming industry, specializing in designing, creating, and developing games. The requesting company/party confirms that they have read and accepted the current version of the General Terms and Conditions available at https://stakelogic.com/en/general-terms/ prior to concluding an agreement with Stakelogic.

1. Scope of application

The General Terms and Conditions apply to all offers, enquiries, negotiations, products and services provided by Stakelogic and govern contractual relationships formulated with Stakelogic, including but in no sense limited to, purchase agreements, license agreements, NDA’s and reseller agreements. The customer hereby acknowledges and agrees to the General Terms and Conditions in the pre-contractual phase with Stakelogic. These General Terms and Conditions also apply for the benefit of third parties engaged by and on behalf of Stakelogic. The parties may only opt out of these terms and conditions, if it has been mutually agreed upon.

The customer declares to have received and took notice of the latest version of these General Terms and Conditions – in hard copy or digitally – from Stakelogic no later than the time the Agreement is concluded. If the Agreement is concluded electronically, before the Agreement is finalized, the text of the General Terms and Conditions will be made available to the customer by Stakelogic electronically, Stakelogic can hand over documents and files electronically in accordance with Art. 6:230c BW, in such a way that it can be easily stored by the customer on a durable data carrier.

Clauses deviating from the General Terms and Conditions shall only be binding on Stakelogic after its written agreement and only for the Agreement to which the deviation relates. The other provisions of these General Terms and Conditions shall remain in full force. Reference by the customer to the applicability of its own terms and conditions is expressly rejected by Stakelogic, unless – in each case separately – this is expressly agreed in Writing.

In case of conflict between the text of the General Terms and Conditions and the Agreement, the provisions of the Agreement shall prevail.

If any of the provisions of the Agreement or these General Terms and Conditions prove to be void or voidable, the Agreement and the General Terms and Conditions shall otherwise remain in full force. The parties will then consult with each other to agree on a new replacement provision, which provision must be as consistent as possible with the purpose and intent of the void or voided provision.

If Stakelogic enters into Agreements with the customer, more than once, these General Terms and Conditions shall apply to all subsequent Agreements, regardless of whether they have been explicitly declared applicable (again) and/or whether Stakelogic has (again) fulfilled its obligation to provide information.

2. Definitions

“General Terms and Conditions”: means the most recent version of the present General Terms of Stakelogic, which are provided to the other party by handing over the general terms and conditions, published and accessible on https://stakelogic.com/en/general-terms/.

“Effective Date of the main Agreement”: The effective date of the agreement between the customer and Stakelogic shall be the date when the integration of Stakelogic games is ready, if applicable. Otherwise, the effective date shall be the date on which the agreement is finalized and signed by both parties.

“Customer”: means any entity that is party to an agreement with Stakelogic, whatever the nature of the agreement.

“Supplier”: means Stakelogic, unless expressed and agreed upon otherwise.

“Party or parties”: refers to Stakelogic, the customer and third parties involved.

“Personnel”: refers to any directors, key employees, principal employees, officers, agents, professional advisors, associated companies and employees involved in the realization of obligations in this agreement.

“Offer”: refers to Services and/or Products offered by Stakelogic, qualifying as the unilateral legal act of offer within the meaning of Article 6:217 Dutch civil code.

“Acceptance”: refers to the acceptance by Customers of Stakelogic’s Offer, qualifiable as the unilateral legal act of acceptance within the meaning of Article 6:217 of the Dutch Civil Code, as a result of which an Agreement within the meaning of Article 6:217 of the Dutch Civil Code comes into being. Acceptance in the context of these terms and condition is the statement or conduct by which a party agrees to the offer made by the other party in Writing, which can also be by e-mail, text message or postal. Such acceptance signifies that a mutual agreement has been reached, demonstrating a clear “meeting of the minds” between the parties.

“Stakelogic Games”: It is at Stakelogic’s sole discretion to determine which online or live casino game is provided to customers and which category each respective game belongs to.

“Integration”: means the customer has integrated Stakelogic Games into its platform and made the games available to its players/users.

“Integration Date”: means the date on which the integration by Operator of the Games will take place.

“Commercial launch”: means the date on which the first game (where money is rewarded to a Player) is played within the Casino.

“Day”: means calendar day.

“As Is” refers to the fact that goods, services, or products by Stakelogic are provided in their current state without any express or implied warranties or guarantees from Stakelogic to the Customer. This means the Customer accepts the product or service with all (possible) faults, defects, and imperfections, and assumes the risk of any issues that may arise unless explicitly agreed otherwise.

“Net Gaming Revenue”: Net Win: means the sum that consists of the generated bets and tournament ticket sales minus the winnings, minus Bonus cap, minus jackpot contributions, minus Gambling Tax.

“Revenue Shares”: means the monthly fee due with effect from the first month after the Commercial Launch.

“Competitive Activity”: Any kind of activity carried out with Stakelogic’s competitor, meaning any legal entity or natural person who has produced and/or is marketing a software product, or service which is in direct competition to Stakelogic, or functionally equivalent or similar to Stakelogic games.

“Confidential information”: refers to all information relating to the parties’ customers, suppliers or providers which is not publicly available, including but not limited to:

• – all information relating to the Supplier’s Games including the concepts and ideas,
• – all information relating to the administrative, financial or operational arrangements which is of a secret or proprietary nature or is otherwise expressly stated to be confidential,
• – all technical and non-technical information, data, drawings, experience, trade secrets and know-how relating to the business affairs, products, services,
• – customers and strategies, which is directly or indirectly disclosed, whether before or after coming into force of this Agreement, whether in writing, orally or electronically, including, without limitation, information or data relating to either party’s products, IT systems, ideas, software, design methodology, evaluation methodology and criteria, manufacturing processes and related equipment, suppliers, customers, business plans, strategies and financial situation and any notes, memoranda, summaries, analyses, compilations or any other writings relating thereto; and
• – all analyses, compilations, studies and other documents prepared by or on behalf of either party and of its employees or advisors.

3. Offer and Acceptance

An agreement between Stakelogic and Customer is established when the Offer by Stakelogic is accepted by the customer. This agreement has to be in compliance with the prior due diligence process carried out by Stakelogic, which is outlined in Section 15 of these terms and conditions.

Any (oral) agreements that have been discussed and concluded between the Parties will only come into effect once written confirmation has been agreed on, and accepted, and when it has been signed by the parties. Without the signature of parties, the acceptance of the offer is not deemed enforceable.

Within the framework of the execution of the Agreement, Stakelogic is authorized to engage intermediaries or third parties by giving notice to the Customer.

All negotiations and agreements shall be carried out in good faith.

4. Price and Payment

4.1. Price (currency)

The prices and fees agreed to between the parties are exclusively in euros (€), unless expressly agreed otherwise in the Agreement.

4.2. Payment deadline

Unless expressly agreed otherwise in Writing and without prejudice to the provisions of the following paragraph, payments to Stakelogic must be made within fourteen (14) days from the date of the invoice. The date of the invoice is the last day of the previous month. The period shall be regarded as a strict deadline. Negligence on the part of the Customer with respect to the purchase of Products or Services and even complaints shall not affect the payment obligation.

Unless expressly agreed otherwise, all payments, however made, from the Customer shall first be applied to reduce the costs, then to reduce the interest due and finally to reduce the principal amount of the unpaid invoices. Setoff or other forms of offset shall never be permitted without an express agreement in Writing.

4.3. Late payment and interest

If the customer fails to pay within the agreed strict deadline, as mentioned in clause 4.2 of these General Terms and Conditions, the customer shall automatically be in default and shall owe Stakelogic an interest payment equal to the statutory interest as defined in Article 6:119 of the Dutch Civil Code if the Customer is a consumer, or as defined in Article 6:119 a of the Dutch Civil Code, if it concerns a commercial transaction as specified in that article.

In the unlikely event that the customer fails to pay Stakelogic, for instance due to a missing payment of a sub-contracting party, the customer is not absolved from its obligation of payment and late payment is excluded from the liability cap as outlined in Article 12 of these general terms and conditions.

The costs of extrajudicial collection shall be fully borne by the Customer in default. For a Consumer, the extrajudicial collection costs are determined in accordance with the scale set out in Article 2 of the Dutch Decree on Compensation for Extrajudicial Collection Costs, with a minimum compensation of €40. For a business, other than a natural person or sole proprietorship, the extrajudicial collection costs amount to 15% of the principal sum of the claim, with a minimum compensation of €150. If the claim relates to installment payments, the accumulation rule under Article 2a of the Dutch Decree on Compensation for Extrajudicial Collection Costs shall apply to prevent the stacking of collection costs.

If the Customer is in default, or in the event of liquidation, (application for) bankruptcy, admission of the Customer to statutory debt rescheduling under the Debt Restructuring (Natural Persons) Act, placement of the Customer under guardianship, attachment, or (provisional) suspension of payments, all outstanding claims of Stakelogic against the Customer shall become immediately due and payable.

4.4. Invoices for revenue shares

If the customer makes use of Stakelogic’s goods or services, such as the Stakelogic games, Stakelogic shall invoice the customer on a monthly basis through revenue shares. The revenue share percentage is set during the commercial negotiation and is based on the monthly Net Gaming Revenue. A minimum fee might also be applicable, in accordance with the commercial terms agreed between the parties.

The revenue shares and, if applicable, the minimum fee, shall be paid in the first month following the commercial launch date.

5. Conduct

All work shall be performed in a professional manner and in accordance with quality standards and the agreed deadlines. The obligations and duties have to be carried out in good faith and until the end of the contractual relationship.

The customer shall secure the written approval of Stakelogic before conducting marketing activities that involves any product and/or Stakelogic games on which any domain name, trademark (both registered and non-registered), trade name, or patent of Stakelogic is mentioned or included.

6. Provision of services

Stakelogic shall provide services for licensed games and live casino games through incident support and general customer service. The performance and availability of these services differ between licensed games and live casino games.

6.1. Performance

For licensed games, Stakelogic shall make all reasonable efforts to ensure system availability for the Gaming Platform and the licensed Games of no less than ninety-nine point eight percent (99.8%). The availability of the services does not apply to any loss of time due to downtime for systems maintenance, including (but not limited to) diagnostics, upgrades, and operations reconfiguration.

For Live Casino Games, Stakelogic shall make all reasonable efforts to ensure the uptime of the Live Casino Platform as follows:

• – Live Casino Platform Uptime of not less than ninety-nine point zero percent (99.0%) in each month during the first six (6) month period (the “Initial period”) after the first day when the Licensed Software goes live on the Customer’s Casino (the “Live Date”); and
• – Live Casino Platform Uptime of not less than ninety-nine point twenty-five percent (99.25%) in each month after the Initial period expired.
• – Downtime is calculated at the end of each month in accordance with the following formula: Downtime (%) = (Downtime/Planned Uptime) * 100.

6.2. Incident support

Stakelogic offers remote support via email and telephone for incidents. The response and resolution time depends on whether the incident is within the licensed software or the live casino platform, and the categorization of the incident: critical, major, ordinary, or minor.

The customer shall report an incident through the appropriate channel, in application of the escalation matrix within the Service Level Agreement, Annex to the main agreement between the parties.

In any case, the customer can contact support@stakelogic.com for any incident within the licensed games, and support@stakelogiclive.com for any incident within the live casino platform.

6.3. General customer service

Stakelogic offers remote support via email for general customer requests. This includes requests directly related to a single user or specific functions, as well as those concerning configurations, and investigations.

The customer can contact support@stakelogic.com for any requests relating to licensed games, and support@stakelogiclive.com for any requests within the live casino platform.

7. Privacy Policy

Any information containing personal data, no matter how it is obtained, shall be handled in accordance with all applicable privacy laws and regulations, including without limitation the GDPR and equivalent laws and regulations.Stakelogic’s privacy policy can be found here

8. Confidentiality

During the term of their contractual relationship and for 5 (five) years from the date of termination of the main agreement, the parties undertake to:

1. use Confidential Information of the other Party solely for the purpose of performing their obligations under the agreement entered into with Stakelogic;
2. not to disclose or be responsible for the disclosing of Confidential Information unless expressly agreed in writing or required by law;
3. exercise a high degree of care when handling Confidential Information;
4. allow access to Confidential Information only when reasonably necessary to any of their personnel;
5. inform each of their personnel of the confidential nature of the Confidential Information;
6. upon termination of the main Agreement or upon a reasonable request of either Party, deliver all documents and other material that incorporate any part of the Confidential Information;
7. treat all copies of any analyses, compilations, studies or other documents prepared by either party or their advisors containing or reflecting or generated from any Confidential Information in the same manner as though such copies were originals of the Confidential Information supplied under this clause;
8. upon receipt of an oral or written request by the other party, to the extent realizable, destroy all documents, papers or records in whatever form containing Confidential Information and all prototypes and samples relating to or derived from the Confidential Information, and not keep any copies or duplicates of any of those items.

9. Intellectual property rights

The Customer recognizes that Stakelogic is and remains the sole rightful owner of the intellectual property rights arising from its developed games and additional business activities. This shall be applicable indefinitely, unless the intellectual property rights are fully, or partially sold.

Whatever their nature is, such as trademarks, patents, copyrights, computer programme copyrights, designs, drawings, sketches, samples, tools, designs, files, catalogs, prototypes, images, photographs and models relating to the website, as well as its content and the technology and services provided by Stakelogic on the website, particularly all the elements such as, including but not limited to the source code, which comprises online games promoted on the Site, the designs, logos, texts, images, audio or audiovisual creations and generally all creations on the Site, which it provides access to or uses, belong solely to Stakelogic. The same applies to all or part of any adaptation, modification, incorporation, translation or marketing content on the website or within the elements that make it up, by any process and on any medium whatsoever.

Access or use of any and all elements shared with the Customer does not imply any transfer or concession of any intellectual property rights, except with Stakelogic’s prior and express agreement.

The Customer is only authorized to access and make use of any intellectual property that belongs to Stakelogic, and its content in accordance with the main agreement and the present terms and conditions. Upon termination of the agreement, the customer shall, within 30 days, remove and destroy all intellectual property of Stakelogic, including all copies.

Without prejudice to the other provisions of these General Terms and Conditions, Stakelogic reserves the rights and powers to which Stakelogic is entitled under the Dutch Copyright Act (Auteurswet).

10. Integration

Once the agreement has been negotiated and entered into force, the customer shall integrate Stakelogic Games. Unless agreed otherwise, the integration of Stakelogic Games will commence within four (4) weeks after the Effective Date of the main agreement and will be completed with the best efforts of both Parties within three months after this date.

Integration will only be initiated by Stakelogic as soon as (i) the provided due diligence documentation is accepted, which is further elaborated on in Section 15 of the general terms and conditions and (ii) Stakelogic is satisfied that the specifications and set-up of the Customer’s systems meet the technical requirements. In the event that the customer does not satisfy the requirements, Stakelogic may refuse to enter into an agreement with the requesting party, until these requirements are met.

Within fourteen days after the integration process is completed, Stakelogic games shall be made available to the customer. Subsequently, the customer shall offer Stakelogic games within 7 days, on the Commercial Launch. If any delay is foreseeable, the Parties shall agree on a new date for the Commercial Launch.

Prior to the commercial launch, the customer shall plan and execute the required testing. Stakelogic warrants to provide relevant acceptance test procedures and necessary resources. Testing must be performed according to the test plan provided by Stakelogic. Stakelogic will and cannot be held accountable for any malfunction or error of the Customer Platform and/or any damages arising thereof.

The customer shall ensure that the integration of Stakelogic Games is conducted and performed in accordance with the integration manuals and terms as set out in the main agreement.

The customer shall market the Stakelogic Games under the “Stakelogic” trademark, or any other trademark agreed between the parties.

11. Language Versions

Various languages can be implemented into certain game features such as text. However, Stakelogic do not provide multi-language options for video and voice features which are exclusively in English.

The available game languages are Arabic, Italian, Bulgarian, Japanese, Chinese (traditional), Norwegian, Chinese (simplified), Polish, Croatian, Portuguese, Czech, Portuguese (Brazilian), Danish, Romanian, Dutch, Russian, English, Slovakian, Finnish, Slovenian, French, Spanish, Georgian, Swedish, German, Turkish, Greek, Ukrainian, and Hungarian.

12. Liability

Stakelogic’s services and goods are provided to the customer strictly on an “AS IS” basis, and no warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose, are made. The Parties acknowledge and agree that the services may be subject to temporary disruptions due to factors such as hardware failure, supplier issues, and/or maintenance requirements. In no event shall the Licensor or any of its Group Companies, members, shareholders, principal employees, key employees, directors, officers, employees, or representatives be held liable for any such temporary disruptions.

Except as expressly provided in the main Agreement, each Party agrees that neither it, nor any of its Group Companies, shareholders, directors, officers, employees, or representatives shall be liable to the other for any loss of profits, consequential or indirect damages, or any other form of special damages.

Notwithstanding the foregoing, the Parties may hold each other liable for a material breach of the Agreement. A “material breach” shall include, but is not limited to, failure to comply with the specifications set forth in the Agreement, failure to make timely payment for goods or services, or any other act or omission that fundamentally undermines the contractual relationship and frustrates the purpose of the Agreement.

In the event that a Party is found liable for damage, the maximum liability shall be limited to the lesser of the actual amount of loss or damage incurred or an aggregate total of fifty thousand Euros (€50,000).

13. Termination

Either Party may terminate the Agreement with immediate effect at any time if the other Party ceases its business, is subject to bankruptcy or insolvency proceedings or any other proceedings that will lead to a rearrangement of its finances.

Unless agreed otherwise, either Party is entitled to terminate the Agreement notwithstanding any reason with a prior written notice of 90 (ninety) calendar days to the other Party.

Notwithstanding the aforementioned, Stakelogic shall have the right to terminate the main Agreement with immediate effect by giving notice in writing to the Customer if it fails, within sixty (60) days of receiving a written notice, to pay any amount due.

If any payment due (or the amount of) is disputed, the Customer shall immediately give a written notice to Stakelogic. If no notice has been given within fourteen (14) days, acceptance of the payment will be implied.

Upon expiration or termination of the main Agreement, and regardless which reason caused the expiration or termination, the Customer and/or any company within the Customer Group of companies, shall immediately: end and promptly shut down the operation of the Casino(s) and the Gaming Site(s); destroy any and all copies of Stakelogic Games and Documentation which for any reason cannot be delivered to Stakelogic; pay all outstanding sums, which immediately become due; confirm, by means of an officer of the Customer and in writing, that all the proprietary materials relating to Stakelogic Games and Documentation has been delivered to Stakelogic or destroyed indefinitely.

In the event of a partial termination of the Agreement in relation to a particular Gaming Site and/or a part of a Stakelogic Game, the above provisions shall only apply in relation to such Gaming Sites, Stakelogic Games and/or the terminated part thereof.

14. Force Majeure

Neither party should be held liable for delays or failure resulting from Force Majeure Events, as long as the necessary proof is provided. Thus, parties should not be held liable for events that are irresistible, unpredictable, caused by something external and/or completely unavoidable and beyond their control including and without limitation; acts of God, acts or threatened acts of terrorism, war or other violence, pandemics, or any law, order or requirement of any governmental agency or authority (but excluding orders or requirements pertaining to tax liability), illness of key and principal employees, strikes, storm damage, and riots or obstructions by third parties. The parties will notify each other of such a situation as soon as possible. In the event of such delay or failure, the parties are exempt from their duty to perform. In the event force majeure continues beyond a period of 60 (sixty) days, each party shall have the right to terminate the agreement by sending a written notice to the other party, without either party being able to claim damages for such termination.

15. Due diligence

Stakelogic performs a Know Your Customer (KYC) process on iGaming related customers, before entering into agreements with them. Prior approval of the KYC process is required, to ensure that the customer holds the required licenses to operate in the jurisdictions it requests Stakelogic games for. The customer has the responsibility of obtaining all relevant licenses prior to the first offering of the services agreed upon in the main Agreement with Stakelogic. Said licenses have to be applicable and valid in the territories that the customer is targeting to provide Stakelogic games in. The customer has to ensure that the licenses are maintained, and/or any other license or ancillary authorization for its activities agreed upon hereunder, for the entire period that the main Agreement applies to.

The customer shall provide Stakelogic with a copy of the relevant license/s prior to the Commercial Launch. The customer warrants that it shall abide by all applicable laws and regulations as well as any directives under the applicable law of the main Agreement and shall promptly inform Stakelogic of any material change to these circumstances.

16. Applicable Law and Dispute Resolution

Unless expressly agreed otherwise, the contractual relationship between the parties is governed by Dutch Law. Any dispute arising out of a contractual relationship between Stakelogic and the customer shall be submitted to the competent Amsterdam Court, in the Netherlands, unless the parties expressly agreed otherwise. When there is a dispute of a commercial nature, the parties commit on a best-efforts basis to negotiate in good faith to find a common ground. In the event that this is not successful within 14 days, the parties shall resort to mediation before the dispute is taken to court. The mediation shall also last for 2 weeks, on a best-efforts basis. In the event that the parties cannot reach a mutual agreement after the mediation, the dispute shall be taken to court.

17. Complaints

In the event that the customer, or the clients of the customer, have complaints regarding anything relating to Stakelogic, they can be raised via email at support@stakelogic.com.

18. Disclaimer

Stakelogic B.V. is registered in Eindhoven, the Netherlands and listed in the commercial register of the Chamber of Commerce in Eindhoven under the number 58566473. Stakelogic B.V., including its subsidiary companies, is regarded exclusively as the contracted party, unless stated otherwise in the contractual arrangements. The General Terms and Conditions of Stakelogic B.V. apply to all contractual relationships and negotiations. For the complete Terms and Conditions, we refer you to our website. These Terms and Conditions include a comprehensive list of Stakelogic B.V.’s subsidiary companies. VAT-no. NL853092102B01. These changes will be notified to the customers via email, which will be sent from legal@stakelogic.com.

19. Stakelogic Subsidiaries

Stakelogic Malta Limited, a private limited liability company duly incorporated and registered under the laws of Malta with company registration number C 71805, having its registered office at Numbered Pixels Management, Suite 117, The Fort, Level 3, Hardrocks Business Park, Burmarrad Road, Naxxar NXR 6345, Malta.

Stakelogic International Limited, a private limited liability company duly incorporated and registered under the laws of the Isle of Man, with company registration number 017882V, having its registered office at Peveril Buildings, Peveril Square, Douglas, Isle of Man, IM99 1RZ.

Stakelogic USA Limited Malta, a private limited liability company duly incorporated and registered under the laws of Malta with company registration number C 90355, having its registered office at Numbered Pixels Management, The Fort, Level 3, Hardrocks Business Park, Burmarrad Road, Naxxar NXR 6345, Malta.

Stakelogic Romania Limited, a private limited liability company duly incorporated and registered under the laws of Malta with company registration number C 90355, having its registered office at Numbered Pixels Management, The Fort, Level 3, Hardrocks Business Park, Burmarrad Road, Naxxar NXR 6345, Malta.

Stakelogic UK Limited, a private limited liability company duly incorporated and registered under the laws of Malta with company registration number C 90354, having its registered office at Numbered Pixels Management, Suite 114, The Fort, Level 3, Hardrocks Business Park, Burmarrad Road, Naxxar NXR 6345, Malta.

Stakelogic Live Limited, a private limited liability company duly incorporated and registered under the laws of Malta with company registration number C 98640, having its registered office at Numbered Pixels Management, Suite 124, The Fort, Level 3, Hardrocks Business Park, Burmarrad Road, Naxxar NXR 6345, Malta.