These Terms and Conditions (these “Terms“) govern the provision of the Platform and Services by LUSTRIA LTD, a private limited company incorporated in England and Wales under company number 17382144, with its registered office at 20 Wenlock Road, London, England, N1 7GU (“Lustria“, “we“, “us” or “our“), to the business customer identified in the applicable Order Form (the “Customer“, together with Lustria, the “Parties” and each a “Party“). These Terms take effect on the date the Customer executes an Order Form referencing these Terms, or on the date the Customer first accesses the Platform, whichever is earlier (the “Effective Date“).

Lustria provides a business-to-business gaming technology platform comprising casino and sportsbook content aggregation, player account and management (“PAM“) tools, game and content provider integrations, payment service provider integrations, reporting and business intelligence tools, and white-label and turnkey platform solutions (together, the “Platform“). The Customer is a licensed or applicant gambling operator, or an affiliated technical services entity, that wishes to integrate with or receive services from the Platform. By signing an Order Form, clicking to accept, or accessing the Platform, the Customer agrees to be bound by these Terms and any Order Form, Data Processing Agreement, Service Level Agreement and Acceptable Use Policy incorporated by reference (together, the “Agreement“).

1. Definitions and Interpretation

• In this Agreement, unless the context otherwise requires: “Affiliate” means, in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party; “Confidential Information” has the meaning given in Clause 12; “Documentation” means the technical, integration and user documentation made available by Lustria for the Platform; “End User” means an individual who places bets or plays games of chance through the Customer’s gambling offering using the Platform; “Fees” means the fees payable by the Customer as set out in the applicable Order Form; “Order Form” means a document or online order referencing these Terms and specifying the Services, Fees and commercial terms agreed between the Parties; “Services” means the casino, sportsbook, PAM, provider integration, payment integration, reporting and white-label services made available under an Order Form; and “White-Label Solution” means a version of the Platform branded with the Customer’s own trade marks and made available to the Customer’s End Users.

1. Headings are for convenience only and do not affect interpretation. References to clauses are to clauses of these Terms unless stated otherwise.

2. The Platform and Services

• Subject to the Customer’s compliance with this Agreement and payment of the applicable Fees, Lustria grants the Customer a non-exclusive, non-transferable, non-sublicensable (save as expressly permitted) right during the Term to access and use the Platform and Services for the Customer’s own gambling operations, solely in the territories, and for the gaming verticals, identified in the applicable Order Form (“Permitted Territories“).

• The Services may include, as specified in the Order Form: (a) aggregated casino and live casino content; (b) sportsbook pricing, trading and risk management tools; (c) a player account management system, including registration, KYC workflow support, wallet and bonusing functionality; (d) integrations with third-party game content providers (“Content Providers“) and payment service providers (“PSPs“); (e) reporting, analytics and management information dashboards; and (f) a White-Label Solution, including front-end templates that the Customer may brand with its own trade marks.

1. Lustria will use reasonable commercial efforts to maintain the availability of the Platform in accordance with the service levels set out in the applicable Order Form or a separate Service Level Agreement, excluding scheduled maintenance and Force Majeure Events.
2. Lustria may modify, update or improve the Platform from time to time, provided that any change that materially and adversely reduces the core functionality of the Services will be notified to the Customer in advance where reasonably practicable.

3. Licensing, Regulatory Compliance and Territories

1. 1. The Customer represents and warrants that it holds, and will maintain for the Term, all gambling operating licences, permits and authorisations required by applicable law in each Permitted Territory in which it offers gambling to End Users, and that it will provide evidence of such licences to Lustria on request.

• The Customer will not, and will procure that its End Users do not, use the Platform to offer, promote or accept wagers in any jurisdiction where such activity is unlawful, or where Lustria has notified the Customer that the Platform is not authorised for use (“Restricted Territories“). Lustria may suspend access to the Platform from any Restricted Territory using geolocation, IP-blocking or equivalent controls.

1. 1. Where Lustria or its Content Providers or PSPs hold their own gambling software, business-to-business or payment institution licences (including, where applicable, licences issued by the Malta Gaming Authority, the UK Gambling Commission, or other relevant regulators), the Customer acknowledges that use of the corresponding Services is conditional on the continued validity of those third-party licences and Lustria’s supply agreements with those providers.

• The Customer is solely responsible for compliance with responsible gambling, player protection, anti-money laundering and countering the financing of terrorism (“AML/CFT“), and advertising and marketing laws applicable to its End Users and its Permitted Territories, including self-exclusion scheme connectivity (such as GAMSTOP, Spelpaus, CRUKS or equivalent national registers), deposit limits, affordability checks and suspicious activity reporting. Lustria will provide the technical tools reasonably necessary within the Platform to support such compliance, but assumes no responsibility for the Customer’s regulatory obligations to its End Users.

4. Provider and Payment Integrations

1. Lustria integrates the Platform with third-party Content Providers and PSPs on the Customer’s instruction or selection from Lustria’s available integration catalogue. The Customer acknowledges that Content Providers and PSPs supply content and payment services under their own terms, and that Lustria is not responsible for the acts, omissions, content fairness, RNG certification, or solvency of any third-party Content Provider or PSP.
2. Where a Content Provider or PSP ceases to make its content or services available, is suspended by a regulator, or terminates its arrangement with Lustria, Lustria will notify the Customer as soon as reasonably practicable and use reasonable efforts to provide an alternative integration where commercially available.
3. The Customer is responsible for its own commercial and contractual relationships (including settlement, chargebacks, and reserve requirements) with any PSP it selects, save where Lustria has agreed in the Order Form to provide payment orchestration as a bundled service.

5. White-Label Platforms

1. Where the Order Form specifies a White-Label Solution, Lustria will make available a version of the Platform configured with the Customer’s branding, domain and selected content, for operation as if it were the Customer’s own platform toward End Users.
2. The Customer is solely responsible for holding out the White-Label Solution to End Users as its own regulated offering, for its own terms and conditions and privacy policy addressed to End Users, and for all customer-facing regulatory disclosures. Lustria’s role is limited to supplying the underlying technology infrastructure unless the Order Form states otherwise.
3. The Customer will not represent that Lustria is the gambling operator, bookmaker or counterparty to any wager placed by an End User, unless the Parties have agreed otherwise in writing.

6. Fees and Payment

1. The Customer will pay the Fees set out in the applicable Order Form, which may include set-up fees, minimum guarantee or subscription fees, revenue share, and per-transaction or per-integration charges.
2. Unless stated otherwise in the Order Form, Lustria will invoice the Customer monthly in arrears, and invoices are payable within thirty (30) days of the invoice date. Amounts unpaid after the due date accrue interest at the rate of the Bank of England base rate plus four percent (4%) per annum, calculated daily.
3. All Fees are exclusive of value added tax and any other applicable taxes or duties, which the Customer will pay in addition, where properly chargeable.
4. Lustria may suspend the Services if any undisputed Fees remain unpaid more than fifteen (15) days after a written reminder.

7. Intellectual Property

1. 1. As between the Parties, Lustria and its licensors retain all right, title and interest in and to the Platform, the Services, the Documentation, and all related intellectual property rights. Nothing in this Agreement transfers any ownership of the Platform to the Customer.

• The Customer retains all right, title and interest in its own trade marks, brand assets, End User data it owns, and any content it uploads to the Platform (“Customer Materials“), and grants Lustria a limited, non-exclusive licence to use the Customer Materials solely to provide the Services, including displaying the Customer’s branding within a White-Label Solution.

1. Each Party will only use the other Party’s trade marks in accordance with any branding guidelines notified in writing, and neither Party will register or challenge the other’s trade marks, trade names or domain names.
2. Any feedback, suggestions or improvement ideas the Customer provides regarding the Platform may be used by Lustria without restriction or obligation to the Customer.

8. Data Protection

• Each Party will comply with its obligations under the UK General Data Protection Regulation, the Data Protection Act 2018, and, where applicable to End Users outside the United Kingdom, the EU General Data Protection Regulation (Regulation (EU) 2016/679) and equivalent local data protection laws (together, “Data Protection Laws“).

1. Where Lustria processes personal data of the Customer’s End Users on the Customer’s behalf as a processor (for example, in operating a White-Label Solution or PAM system), the Parties will enter into a data processing agreement in the form set out at Schedule 1 or as otherwise agreed, which forms part of this Agreement.
2. Where each Party determines the purposes and means of processing personal data independently (for example, Lustria’s own processing of Customer contact data for account administration), each Party acts as an independent controller and Lustria’s Privacy Policy applies to that processing.
3. Lustria will implement appropriate technical and organisational measures to protect personal data processed on the Platform against unauthorised or unlawful processing and against accidental loss, destruction or damage.

9. Confidentiality

• “Confidential Information” means all non-public information disclosed by one Party to the other in connection with this Agreement, including business, technical, financial and player data, whether marked confidential or not.

1. Each Party will keep the other’s Confidential Information confidential, use it only to perform this Agreement, and disclose it only to employees, contractors and advisers who need to know it and are bound by equivalent confidentiality obligations, except where disclosure is required by law or a regulator.
2. This Clause 9 survives termination of this Agreement for a period of five (5) years, save in respect of trade secrets, which remain protected for as long as they retain that character.

10. Warranties and Disclaimers

1. Each Party warrants that it has full power and authority to enter into this Agreement and that doing so does not breach any other agreement or obligation binding on it.
2. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND LUSTRIA DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, EXCEPT TO THE EXTENT SUCH WARRANTIES CANNOT BE EXCLUDED BY LAW.
3. LUSTRIA DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF THIRD-PARTY CONTENT PROVIDER OR PSP FAILURES.

11. Indemnification

1. The Customer will indemnify and hold harmless Lustria against all claims, damages, liabilities and reasonable costs arising from: (a) the Customer’s breach of Clause 3 (Licensing, Regulatory Compliance and Territories); (b) the Customer’s or its End Users’ use of the Services in breach of this Agreement or applicable law; or (c) any claim that the Customer Materials infringe a third party’s rights.
2. Lustria will indemnify and hold harmless the Customer against all claims, damages, liabilities and reasonable costs arising from any third-party claim that the Customer’s authorised use of the Platform, excluding Customer Materials and third-party Content Provider or PSP content, infringes that third party’s intellectual property rights, provided Lustria is given prompt notice, sole control of the defence, and reasonable cooperation.

12. Limitation of Liability

1. NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUD OR FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY THAT CANNOT LAWFULLY BE LIMITED OR EXCLUDED.
2. SUBJECT TO CLAUSE 12.1, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, OR ANY INDIRECT OR CONSEQUENTIAL LOSS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.
3. SUBJECT TO CLAUSE 12.1, EACH PARTY’S AGGREGATE LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT IN ANY TWELVE (12) MONTH PERIOD WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER TO LUSTRIA UNDER THE RELEVANT ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. Term, Suspension and Termination

1. This Agreement commences on the Effective Date and continues for the initial term set out in the Order Form, renewing automatically for successive twelve (12) month periods unless either Party gives at least ninety (90) days’ written notice of non-renewal before the end of the then-current term.
2. Either Party may terminate this Agreement immediately by written notice if the other Party commits a material breach that is not remedied within thirty (30) days of written notice, becomes insolvent, or has its gambling or gaming software licence revoked or suspended in a manner that prevents performance of this Agreement.
3. Lustria may suspend the Services immediately, without liability, where necessary to comply with a regulator’s direction, to prevent harm to End Users, or in the circumstances described in Clause 6.4.
4. On termination, the Customer will cease all use of the Platform, and each Party will return or destroy the other’s Confidential Information on request, save as required to be retained by law or regulation. Clauses 7, 9, 10, 11, 12 and 15 survive termination.

14. Force Majeure

• Neither Party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, internet or telecommunications failures, denial-of-service attacks, or acts of government or regulators (“Force Majeure Event“), provided the affected Party notifies the other promptly and uses reasonable efforts to mitigate the effects.

15. General

• Assignment. Neither Party may assign or transfer this Agreement without the other’s prior written consent, save that either Party may assign this Agreement to an Affiliate or in connection with a merger, acquisition or sale of substantially all its assets.

• Notices. Notices under this Agreement must be in writing and delivered by email (with confirmation of receipt) or courier to the addresses specified in the Order Form.

• Entire Agreement. This Agreement, together with any Order Form, Data Processing Agreement and Service Level Agreement, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements and understandings.

• Variation. Lustria may update these Terms from time to time to reflect changes in law, regulation or the Platform, and will give the Customer at least thirty (30) days’ notice of any material change. Continued use of the Platform after the effective date of a change constitutes acceptance.

• Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions continue in full force and effect.

• No Partnership. Nothing in this Agreement creates a partnership, joint venture or agency relationship between the Parties.

• Governing Law and Jurisdiction. This Agreement is governed by the laws of England and Wales, and the Parties submit to the exclusive jurisdiction of the courts of England and Wales, save that Lustria may seek injunctive relief in any competent jurisdiction to protect its intellectual property or Confidential Information.

 

Any questions regarding this Agreement should be directed to Lustria’s contracts team using the contact details specified in the Order Form or at privacy@lustria-gaming.com.