TANDEM TERMS AND CONDITIONS

 

IMPORTANT NOTICE

These Terms and Conditions (the “Terms”) constitute a legally binding agreement between Tandem (“Tandem”, the “Company”, “we”, “us” or “our”) and any person or entity accessing or using the Tandem website at https://www.tandem.pro/, the Tandem platform, dashboard, tracking infrastructure, campaigns, offers, advertising services or other services made available by Tandem (collectively, the “Services”).

The Services are offered solely for business, trade and professional purposes. By registering an account, accepting a Campaign, submitting or purchasing Traffic, using the Platform, requesting or receiving a payout, or otherwise using the Services, you confirm that you act in the course of business and not as a consumer, and that you have read, understood and agreed to these Terms.

If you do not agree with these Terms, you must not register, access or use the Services.

1. DEFINITIONS

“Account” means a business account created for access to the Platform or Services.

“Advertiser” means an operator, brand, merchant, agency, service provider or other business whose product, website, application, offer or service is promoted, marketed or otherwise supported through the Services.

“Advertiser Product” means any website, mobile application, platform, brand, service, offer or other product promoted through a Campaign.

“Affiliate” or “Traffic Partner” means a business person or entity that supplies, generates, purchases, places, distributes or otherwise provides Traffic, leads, users, customers, advertising inventory or marketing services through or in connection with Tandem.

“Applicable Law” means all laws, regulations, regulatory requirements, binding codes, licence conditions, advertising standards, sanctions rules and industry requirements applicable to a party, Campaign, Traffic Source, Advertiser Product or territory.

“Campaign” means any marketing, advertising, acquisition, placement, traffic, content, media buying, SEO, ASO, influencer, streaming, social, affiliate or other promotional activity made available, arranged, managed or supported through Tandem.

“Campaign Terms” means the commercial and operational conditions applicable to a specific Campaign, including, as applicable, GEO, allowed and prohibited Traffic Sources, rates, payment model, qualification criteria, caps, attribution rules, validation periods, creative requirements, KPIs and other restrictions.

“Commission” means any amount that may become payable by Tandem to a Traffic Partner for Qualified Actions or other agreed services, subject to these Terms and the applicable Campaign Terms.

“Confidential Information” has the meaning set out in Section 19 and includes non-public commercial, technical and financial information relating to Tandem, its Advertisers, partners, Campaigns or Platform.

“Conversion” or “Action” means a user event relevant to a Campaign, such as a click, registration, installation, lead, first-time deposit, qualified customer, purchase, revenue event or other measurable action.

“Invalid Traffic” or “IVT” means Traffic, Actions or Conversions that are fraudulent, artificial, incentivised without approval, manipulated, duplicated, misleading, unlawful, non-compliant, generated in bad faith or otherwise invalid under these Terms or Campaign Terms.

“Intellectual Property Rights” means all copyrights, trademarks, trade names, logos, database rights, design rights, software rights, domain name rights, know-how and other intellectual or proprietary rights, whether registered or unregistered.

“Partner” means any business user of the Services, including a Traffic Partner and, where applicable, an Advertiser.

“Platform” means Tandem’s website, partner interface, dashboard, tracking systems, APIs, reporting interfaces and related technological infrastructure.

“Promotional Materials” means banners, landing pages, links, tracking links, text, images, videos, logos, trademarks, promotional copy, widgets, feeds, data, creatives and other materials made available for a Campaign.

“Qualified Action” means a Conversion that satisfies all applicable Campaign Terms, passes validation and is accepted as payable by Tandem and, where relevant, the Advertiser.

“Services” means the Platform and all services provided, arranged or made available by Tandem, including affiliate marketing, traffic acquisition, media buying, campaign management, advertising, SEO, ASO, social, influencer/streamer, content, analytics, tracking and related digital marketing services.

“Sub-Affiliate” means any third party used by a Traffic Partner to source, generate, distribute or place Traffic.

“Tracking Data” means data recorded by Tandem, an Advertiser, tracking technology or approved third-party systems relating to impressions, clicks, Actions, users, Conversions, revenue, attribution and Campaign performance.

“Traffic” means users, visits, clicks, impressions, leads, installations, registrations, customers or other audience activity generated or delivered in connection with a Campaign.

“Traffic Source” means any website, application, advertising account, social media profile, search campaign, email database, influencer, streaming channel, media buying source, network, sub-affiliate, placement or other source from which Traffic originates.

2. SCOPE, ACCEPTANCE AND B2B STATUS

2.1. These Terms govern use of the Services and form the general contractual framework between Tandem and each Partner. Campaign-specific conditions supplement these Terms.

2.2. By creating an Account, clicking an acceptance mechanism, participating in a Campaign, submitting Traffic, purchasing Services, requesting a payout or otherwise using the Services, the Partner accepts these Terms electronically.

2.3. Each Partner represents that it acts exclusively for business, commercial or professional purposes and is not entering into these Terms as a consumer.

2.4. If a person accepts these Terms on behalf of a legal entity, that person represents that he or she has full authority to bind that entity.

2.5. Tandem may refuse any registration, Campaign request, Traffic Source or prospective Partner at its discretion, subject to Applicable Law.

2.6. The Partner must provide complete, accurate and current information and update material changes without undue delay and in any event within five (5) business days where such information is maintained in the Account.

3. TANDEM SERVICES AND ROLE

3.1. Tandem operates a multi-channel iGaming advertising and performance marketing ecosystem and may provide or arrange Services directly or through Advertisers, publishers, agencies, technology providers, payment providers and other third parties.

3.2. Tandem may act as an intermediary, marketing service provider, technology provider, campaign manager, reseller, traffic aggregator or contracting party depending on the Campaign. Nothing in these Terms shall be interpreted as creating a fiduciary duty, partnership, joint venture, employment, franchise or agency relationship between Tandem and a Partner.

3.3. Unless expressly agreed in writing, the relationship is non-exclusive. Tandem may work with competing Partners, Advertisers, brands, products and Traffic Sources.

3.4. Tandem may introduce, modify, suspend, replace or discontinue any Service, Campaign, feature, Traffic Source, GEO, cap, tracking method or commercial model at any time, provided that earned and valid amounts already finally approved remain subject to these Terms, including fraud, chargeback, clawback and set-off provisions.

3.5. Tandem does not guarantee the availability of any specific Advertiser, Campaign, GEO, rate, Traffic volume, number of Conversions, revenue, profitability, return on investment, search ranking, conversion rate or other commercial result.

4. CAMPAIGNS AND CAMPAIGN TERMS

4.1. Every Campaign may be subject to separate Campaign Terms communicated through the Platform, email, insertion order, offer page, dashboard or other approved business communication channel.

4.2. Campaign Terms may include rates, qualification criteria, caps, GEOs, permitted and restricted Traffic Sources, creatives, landing pages, attribution rules, validation periods, payment model, KPIs, minimum deposit requirements, brand bidding rules and other conditions.

4.3. If there is a conflict, the following order of precedence applies unless expressly stated otherwise: (a) a separately executed written agreement or insertion order; (b) applicable Campaign Terms; (c) these Terms.

4.4. Commercial terms confirmed by an authorised Tandem representative through the Platform, company email or an approved business communication channel may form part of the Campaign Terms. A Partner is responsible for verifying that instructions originate from an authorised Tandem representative.

4.5. Tandem may pause, cap, reject, discontinue or change a Campaign prospectively at any time. Traffic delivered after notice of a pause, cap or restriction may be deemed non-payable.

4.6. No approval by Tandem of a Campaign, creative, Traffic Source, landing page or promotional method constitutes legal advice or a representation that the activity complies with Applicable Law. The Partner remains independently responsible for compliance.

5. ACCOUNT SECURITY AND ACCESS

5.1. Account credentials are personal to the authorised business user and must be kept secure. Transfer, sale, lease or sharing of an Account is prohibited without Tandem’s prior written consent.

5.2. The Partner is responsible for all activity performed through its Account and credentials until Tandem receives notice of suspected compromise and has a reasonable opportunity to secure the Account.

5.3. Tandem may require multi-factor authentication, identity verification, password resets or other security measures at any time.

5.4. Tandem may temporarily restrict access where it reasonably suspects unauthorised access, fraud, security risk, sanctions exposure or other misuse.

6. TRAFFIC PARTNER OBLIGATIONS

6.1. A Traffic Partner shall operate professionally, in good faith and in compliance with these Terms, Campaign Terms and Applicable Law.

6.2. The Traffic Partner is solely responsible for its Traffic Sources, advertising content, statements, websites, applications, employees, contractors, media buyers, Sub-Affiliates and all other persons acting on its behalf.

6.3. The Traffic Partner shall ensure that all advertisements and Campaigns are accurately localised and translated and include all disclosures, responsible gambling notices, age restrictions and other notices required by Applicable Law or Campaign Terms.

6.4. The Traffic Partner shall not make false, misleading or unsubstantiated statements about Tandem, an Advertiser, an Advertiser Product, bonuses, winnings, licensing, odds, user experience or any other material characteristic.

6.5. The Traffic Partner shall not represent that it is Tandem, the Advertiser, an official representative, regulator, licensed operator or endorsed party unless expressly authorised in writing.

6.6. The Traffic Partner shall keep records reasonably sufficient to establish the origin and compliance of Traffic and shall provide requested evidence under Section 9.

7. PROHIBITED TRAFFIC AND MARKETING PRACTICES

7.1. Unless expressly approved in the applicable Campaign Terms, the following are prohibited: spam; unsolicited commercial communications; incentivised traffic; misleading or deceptive advertising; cookie stuffing; forced clicks; click injection; attribution hijacking; hidden iframes; adware; malware; browser extensions used to manipulate attribution; domain spoofing; cloaking intended to deceive Tandem, an Advertiser, platform or regulator; automated or bot traffic; click farms; fake leads; fake registrations; fake deposits; self-referrals; duplicate accounts; multi-accounting; stolen payment methods; chargeback traffic; device spoofing; VPN/proxy manipulation intended to bypass GEO rules; unauthorised brand bidding; unauthorised use of trademarks; adult, illegal, extremist or otherwise prohibited placements; and any method that violates Applicable Law or Campaign Terms.

7.2. The Traffic Partner may not knowingly target minors or persons below the legal gambling age in the relevant territory and must use age-gating or audience restrictions where required.

7.3. The Traffic Partner may not use false reviews, fabricated testimonials, impersonation, fake news formats, unauthorised celebrity likenesses or claims implying guaranteed gambling profits.

7.4. Tandem may designate additional prohibited or restricted practices in Campaign Terms or compliance notices.

8. BRAND BIDDING, DOMAINS AND INTELLECTUAL PROPERTY USE

8.1. Brand bidding, typo bidding, use of Advertiser or Tandem trademarks in paid search keywords, domains, subdomains, application names, social handles or misleading metadata is prohibited unless expressly authorised.

8.2. Registration, use or acquisition of domains, social accounts or applications that imitate, incorporate or are confusingly similar to Tandem or Advertiser brands without written approval is prohibited.

8.3. Traffic generated through prohibited brand activity may be rejected and any related Commission may be withheld, reversed or clawed back.

9. TRAFFIC SOURCE DISCLOSURE AND AUDIT RIGHTS

9.1. Tandem may at any time request information reasonably necessary to verify Traffic origin, compliance and quality.

9.2. Requested information may include URLs, domains, applications, social profiles, ad accounts, placement information, screenshots, creatives, keywords, media buying data, email templates, lawful acquisition source of marketing databases, Sub-Affiliate identifiers, tracking logs, Campaign IDs, GEO/device breakdowns and other supporting evidence.

9.3. If a Campaign is conducted in a language not reasonably reviewable by Tandem, the Traffic Partner must provide a translation upon request.

9.4. Failure to provide requested information within a reasonable period may result in suspension of the relevant Campaign or Account, withholding of payments and classification of affected Traffic as non-payable where compliance cannot reasonably be verified.

9.5. Tandem may use internal systems, Advertiser data and third-party fraud-detection, compliance or verification tools for audit purposes.

10. SUB-AFFILIATES AND THIRD-PARTY TRAFFIC SUPPLIERS

10.1. A Traffic Partner may not use Sub-Affiliates, brokers, networks, media buying partners or other third-party Traffic suppliers where prohibited by Campaign Terms or where Tandem has requested prior approval.

10.2. Where Sub-Affiliates are permitted, the Traffic Partner must ensure that each Sub-Affiliate complies with obligations at least as protective as these Terms and the applicable Campaign Terms.

10.3. The Traffic Partner remains fully responsible and liable for all acts and omissions of its Sub-Affiliates and third-party Traffic suppliers as if those acts or omissions were its own.

10.4. Tandem may require disclosure or removal of a Sub-Affiliate or Traffic Source at any time for compliance, quality, commercial or risk reasons.

11. PROMOTIONAL MATERIALS AND LICENCE

11.1. Subject to these Terms, Tandem may grant the Traffic Partner a limited, revocable, non-exclusive, non-transferable and non-sublicensable licence to use approved Promotional Materials solely for the applicable Campaign.

11.2. All Intellectual Property Rights in Tandem, the Platform, Tandem branding, reports, technology and materials remain with Tandem or its licensors. Advertiser materials remain the property of the relevant Advertiser or licensor.

11.3. The Traffic Partner may not materially alter logos, mandatory legal text, bonus conditions or other protected elements without approval. Adaptations required for format or localisation must remain accurate and compliant.

11.4. Tandem may require immediate replacement, correction or removal of any Promotional Material. Continued use after notice may result in suspension, withholding or rejection of related Traffic.

11.5. All licences granted under this Section terminate immediately when the applicable Campaign or these Terms terminate.

12. TRACKING, ATTRIBUTION AND REPORTING

12.1. Attribution shall be determined according to the applicable Campaign Terms and the tracking methodology used for the Campaign, which may include cookie-based tracking, server-to-server tracking, mobile attribution, Advertiser reporting or other methods.

12.2. No universal “last cookie wins” or other attribution model applies unless specified in Campaign Terms.

12.3. Subject to manifest error, Tandem’s records and/or verified Advertiser Tracking Data shall be authoritative for calculating Qualified Actions and Commission. Affiliate-side statistics are informational unless expressly agreed otherwise.

12.4. Tracking may be affected by browser restrictions, blocked cookies, ad blockers, device settings, privacy controls, network interruptions, API/postback failures, Advertiser systems or other third-party technology. Tandem does not guarantee uninterrupted or error-free tracking.

12.5. A Partner must notify Tandem in writing of any material statistical discrepancy within ten (10) business days after the relevant statement or reporting period is made available. If no notice is received within that period, the relevant statement is deemed accepted, except that Tandem may make later adjustments for fraud, chargebacks, corrections, Advertiser rejections or information not reasonably available earlier.

12.6. Tandem may correct obvious tracking, calculation or reporting errors at any time.

13. COMMERCIAL MODELS, COMMISSION AND FEES

13.1. Commercial models may include CPA, CPL, CPI, Revenue Share, Hybrid, Flat Fee, CPM, fixed placement, tenancy, media buying, service fee, revenue-based compensation or any other model agreed in Campaign Terms.

13.2. Rates are determined for each Campaign or Partner and may vary by Advertiser, GEO, Traffic Source, qualification criteria, volume, quality and other commercial factors.

13.3. Rates may be changed prospectively by Tandem or pursuant to Advertiser instructions. Retroactive changes shall not apply to finally approved Qualified Actions unless permitted under the fraud, invalid traffic, chargeback, correction or clawback provisions of these Terms.

13.4. Where applicable, Tandem may deduct or include administrative, payment processing, platform, banking, currency conversion, provider or other agreed operational fees. Applicable fees may be displayed in the Platform or communicated in Campaign Terms.

13.5. A Commission shown as pending, estimated, unverified or unapproved in the Platform does not constitute a debt due and remains subject to validation, adjustment and these Terms.

14. ADVERTISER VALIDATION AND PAY-WHEN-PAID PRINCIPLE

14.1. Where a Campaign is dependent on an Advertiser’s validation, reporting or funding, payment of the corresponding Commission may be conditional upon Tandem receiving sufficient verified reporting, approval and/or corresponding funds from that Advertiser.

14.2. Tandem may delay, reduce or withhold payment to the extent an Advertiser disputes, rejects, reverses, fails to validate or fails to pay for the corresponding Traffic or Qualified Actions, provided Tandem acts in good faith based on available information.

14.3. Tandem is not liable for an Advertiser’s insolvency, delayed payment, non-payment, tracking failure, account closure, regulatory action, campaign cancellation or other act or omission outside Tandem’s reasonable control.

14.4. Nothing in this Section obliges Tandem to finance an Advertiser’s payment obligation from Tandem’s own funds unless expressly agreed in writing.

15. INVALID TRAFFIC, FRAUD, CHARGEBACKS AND CLAWBACKS

15.1. Tandem may classify Traffic, Actions or Conversions as Invalid Traffic where it reasonably determines, based on Tandem data, Advertiser information, third-party fraud tools, traffic patterns or other available evidence, that such activity is fraudulent, artificial, manipulated, unlawful, non-compliant or otherwise invalid.

15.2. Tandem is not required to establish criminal intent or obtain a final judicial determination before taking contractual action under this Section.

15.3. Amounts connected with Invalid Traffic, duplicate users, self-referrals, chargebacks, refunded deposits, stolen payment methods, rejected players, abuse, bonus manipulation or other invalid activity are not payable.

15.4. Tandem may withhold, reverse, deduct, offset or recover any amount previously credited or paid if the underlying Traffic or Conversion is later rejected, charged back, identified as Invalid Traffic or otherwise found non-payable.

15.5. Clawbacks and adjustments may be applied against current or future balances and may result in a negative balance. Negative balances may be carried forward until fully recovered.

15.6. If the Traffic Partner has no sufficient future balance, Tandem may issue a repayment demand or invoice for recoverable amounts, and the Traffic Partner shall pay such amount within the period specified in the demand.

15.7. Tandem may suspend affected Campaigns or the Account while an investigation is pending.

16. PAYMENT HOLDS AND RESERVES

16.1. Tandem may place a payment hold or establish a reasonable reserve where necessary to investigate fraud, traffic quality, compliance, Advertiser validation, chargeback exposure, unusual activity, payment risk, sanctions or other legitimate commercial risk.

16.2. The amount and duration of a hold or reserve shall be determined reasonably in light of the relevant risk, Campaign validation window and information available to Tandem.

16.3. Tandem may release, reduce, apply or extend a reserve as reasonably necessary. Amounts finally determined not payable may be deducted from the reserve.

16.4. A payment hold is not an admission that an amount is due.

17. PAYMENTS, MINIMUM PAYOUT AND UNCLAIMED BALANCES

17.1. Unless different Campaign Terms apply, reporting is generally calculated by calendar month and payments are processed after validation and receipt of any documents required by Tandem.

17.2. The minimum payout threshold is EUR 200 (two hundred Euros), or the equivalent in another supported currency as determined by Tandem at the time of payment. Amounts below the threshold may be carried forward until the threshold is reached, subject to Section 17.8.

17.3. Available payment methods, currencies and processing schedules may be displayed in the Platform or communicated by Tandem and may change from time to time.

17.4. The Partner is solely responsible for providing correct, complete and current payment details. Tandem is not responsible for loss caused by incorrect details supplied by the Partner, subject to Applicable Law.

17.5. Tandem may require an invoice, self-billing confirmation, KYC/KYB documentation, tax documentation or other verification before processing any payment.

17.6. Currency conversion may be performed using the rate applied by Tandem, its bank, payment provider or another commercially reasonable reference source at or around the relevant processing date. Bank, intermediary, blockchain, conversion and payment provider fees may be deducted where applicable.

17.7. Tandem may set off any undisputed or reasonably substantiated amount owed by the Partner to Tandem against any amount otherwise payable to the Partner.

17.8. If a Partner does not request, initiate or otherwise receive any withdrawal or payout from its Account for a continuous period of twelve (12) months while a positive withdrawable balance remains available, that balance shall expire and be permanently forfeited to Tandem at the end of that twelve-month period, to the maximum extent permitted by Applicable Law. Tandem may send a reminder to the Partner’s last known contact details before expiry. The Partner is solely responsible for maintaining current contact and payment information and for requesting payment before the expiry period ends.

17.9. The twelve-month period in Section 17.8 shall not run during a payment hold imposed solely by Tandem where the Partner is legally and contractually unable to request payment; once the hold is released, the remaining period resumes. Tandem may require re-verification before releasing funds from a dormant or inactive Account.

17.10. Payments are subject at all times to Sections 14–18, including Advertiser validation, Invalid Traffic, reserves, KYC/KYB, sanctions and tax requirements.

18. KYC, KYB, AML, SANCTIONS AND PAYMENT COMPLIANCE

18.1. Tandem may require identity, corporate, ownership, banking, source-of-funds, source-of-traffic, tax, address or other compliance information at registration or at any later time.

18.2. Requested documents may include identification documents, incorporation records, UBO information, proof of address, bank statements, tax details, invoices, contracts and evidence relating to Traffic Sources.

18.3. Tandem may refuse, suspend or terminate Services or withhold payment where required information is not provided, cannot be verified, appears inconsistent, or where Tandem reasonably identifies fraud, money laundering, sanctions, corruption, reputational or other compliance risk.

18.4. The Partner represents that neither it nor, to its knowledge after reasonable inquiry, its controlling persons, beneficial owners or payment recipients are subject to sanctions that would make the relationship unlawful.

18.5. Tandem may screen Partners, beneficial owners, payment recipients and transactions using internal or third-party compliance tools.

18.6. Tandem shall not be required to perform any act or payment that it reasonably believes would violate Applicable Law, sanctions, AML requirements, banking rules or payment provider restrictions.

19. CONFIDENTIALITY

19.1. “Confidential Information” includes all non-public information concerning Tandem, Advertisers, Partners and Campaigns, including rates, CPA/Revenue Share terms, caps, conversion data, advertiser identities where non-public, partner lists, contacts, campaign economics, Traffic Sources, platform data, dashboards, reports, screenshots, technical information, correspondence and communications through email, messaging platforms or support channels.

19.2. Each Partner shall use Confidential Information only to perform its obligations under the relationship and shall not disclose it to third parties except to personnel or professional advisers who need to know it and are bound by confidentiality obligations.

19.3. Confidential Information does not include information that the receiving party can demonstrate was lawfully public, already known without restriction, independently developed or lawfully received from a third party without confidentiality duty.

19.4. A Partner is responsible for breaches by its employees, contractors, agents and Sub-Affiliates.

19.5. Confidentiality obligations continue during the relationship and for five (5) years after termination, except that trade secrets remain protected for so long as they remain trade secrets under Applicable Law.

19.6. Tandem may seek injunctive relief, damages, indemnification and any other lawful remedy for breach. Tandem may also suspend the Account and withhold amounts reasonably related to potential losses or claims arising from the breach.

20. NON-CIRCUMVENTION AND NON-SOLICITATION

20.1. During the relationship and for twelve (12) months after the last relevant introduction or Campaign, a Partner shall not knowingly circumvent Tandem by directly or indirectly entering into substantially similar commercial arrangements with an Advertiser, Traffic Partner or other commercial counterparty first introduced to that Partner through Tandem, where the purpose or effect is to avoid fees, margin, Commission arrangements or other economic benefit that Tandem would otherwise reasonably have received.

20.2. This restriction does not apply where the Partner can demonstrate a pre-existing direct commercial relationship with the relevant counterparty that existed independently of Tandem before the introduction.

20.3. During the relationship and for twelve (12) months after termination, a Partner shall not knowingly solicit for employment or engagement any Tandem employee or dedicated contractor with whom the Partner had material dealings, except through general public recruitment not targeted at that person, to the extent permitted by Applicable Law.

20.4. The parties acknowledge that this Section is intended to protect legitimate business relationships and shall be interpreted only to the extent enforceable under Applicable Law.

21. DATA PROTECTION AND PRIVACY

21.1. Each party shall comply with Applicable Law relating to privacy, electronic communications and personal data, including applicable European Union data protection requirements where relevant.

21.2. The Partner shall have a valid legal basis for any personal data it collects, uses, shares or causes to be processed in connection with the Services and shall provide all notices and obtain all consents required by Applicable Law.

21.3. A Traffic Partner shall not transmit directly identifying or sensitive personal data to Tandem through tracking URLs, sub-IDs or Campaign parameters unless expressly authorised and legally permitted.

21.4. Use of the Tandem website and Platform is also subject to Tandem’s then-current Privacy Policy and Cookie Policy published at https://www.tandem.pro/.

21.5. Where required, the parties may enter into additional data processing terms.

22. TAXES

22.1. Each Partner is solely responsible for determining, reporting and paying taxes, levies, social charges and similar obligations arising from amounts received or paid under the relationship.

22.2. Unless expressly stated otherwise, commercial amounts are exclusive of VAT, sales tax or similar indirect taxes.

22.3. Tandem may deduct or withhold tax where required by Applicable Law and may request tax residence, VAT, registration or other documentation before payment.

22.4. Where a Partner is legally required to issue a valid invoice or other tax document, Tandem may defer payment until compliant documentation is received.

23. REPRESENTATIONS AND WARRANTIES

23.1. Each Partner represents and warrants that: (a) it has authority to enter into and perform these Terms; (b) its activities will comply with Applicable Law; (c) its performance will not infringe third-party rights; (d) information provided to Tandem is accurate and not misleading; and (e) it will not use the Services for unlawful, fraudulent or deceptive purposes.

23.2. A Traffic Partner additionally represents that it has all rights, licenses, permissions and lawful bases required for its Traffic Sources, creatives, data and promotional methods.

23.3. An Advertiser, where these Terms apply to it, represents that it is lawfully entitled to market the relevant Advertiser Products in the agreed territories and is responsible for the legality and accuracy of its product, landing pages, terms, bonuses and customer-facing services.

23.4. Except as expressly stated in these Terms, the Services are provided “as is” and “as available” to the maximum extent permitted by Applicable Law.

24. INDEMNIFICATION

24.1. The Partner shall indemnify, defend and hold harmless Tandem and its directors, officers, employees, contractors, affiliates and agents from and against losses, damages, liabilities, claims, demands, regulatory investigations, fines, penalties, settlements, chargebacks, costs and reasonable legal fees arising out of or related to: (a) breach of these Terms or Campaign Terms; (b) unlawful or misleading advertising; (c) Invalid Traffic or fraud; (d) infringement of Intellectual Property Rights; (e) privacy or electronic marketing violations; (f) acts or omissions of Sub-Affiliates, employees, contractors or agents; (g) tax obligations of the Partner; or (h) violation of Applicable Law.

24.2. Tandem shall provide reasonable notice of a third-party claim where practicable. Failure to provide immediate notice does not relieve the Partner except to the extent the Partner is materially prejudiced.

24.3. Tandem may participate in the defence of any claim with counsel of its choice where Tandem reasonably considers its interests may be affected.

25. DISCLAIMERS AND LIMITATION OF LIABILITY

25.1. To the maximum extent permitted by Applicable Law, Tandem makes no warranty that the Platform, Services, tracking, Campaigns, Advertisers, payment providers, links, APIs or reporting will be uninterrupted, error-free, secure or available at all times.

25.2. Tandem does not guarantee Traffic volume, user quality, conversion rate, registrations, deposits, revenue, profitability, ROI, search rankings, Advertiser acceptance or any other commercial result.

25.3. To the maximum extent permitted by Applicable Law, Tandem shall not be liable for indirect, consequential, incidental, punitive, exemplary or special damages, loss of profit, loss of revenue, loss of opportunity, loss of goodwill, loss of data or business interruption, whether foreseeable or not.

25.4. Tandem shall not be liable for acts or omissions of Advertisers, users, payment providers, banks, tracking providers, hosting providers, social platforms, search engines or other third parties except to the extent such liability cannot lawfully be excluded.

25.5. Subject to Section 25.6, Tandem’s aggregate liability arising out of or relating to these Terms shall not exceed the lower of (a) EUR 5,000 and (b) the total net amount actually paid by Tandem to the Partner under the affected relationship during the three (3) months immediately preceding the event giving rise to the claim.

25.6. Nothing in these Terms excludes or limits liability to the extent exclusion or limitation is prohibited by Applicable Law, including liability that cannot lawfully be limited for intentional misconduct or other mandatory grounds.

26. SUSPENSION AND TERMINATION

26.1. Either party may terminate the relationship or any Campaign by written notice unless different notice terms are stated in a separate agreement or Campaign Terms.

26.2. Tandem may suspend or terminate an Account, Campaign or these Terms immediately where it reasonably identifies: fraud or Invalid Traffic; unlawful advertising; sanctions or AML risk; material reputational risk; unauthorised Sub-Affiliates; breach of confidentiality; circumvention; IP infringement; abusive or threatening conduct; material misrepresentation; failure to provide KYC/KYB information; security risk; non-payment of amounts due to Tandem; repeated non-compliance; or any circumstance that creates material legal, regulatory or commercial risk.

26.3. Where a remediable material breach does not require immediate action, Tandem may provide a reasonable cure period, but is not required to do so where delay may increase risk or loss.

26.4. Upon termination, the Partner must stop using Tandem and Advertiser Promotional Materials, tracking links and confidential resources and return or destroy Confidential Information where reasonably requested.

26.5. Final balances remain subject to validation, reserves, set-off, clawbacks, KYC/KYB and Sections 14–18. Tandem may hold the final settlement for up to ninety (90) days after termination, or longer where reasonably required by an Advertiser validation period, fraud investigation, legal requirement, chargeback period or unresolved dispute.

26.6. Termination does not affect accrued rights, payment recovery rights or provisions intended by their nature to survive, including confidentiality, intellectual property, non-circumvention, indemnification, limitation of liability, clawback, taxes and dispute provisions.

26.7. Tandem’s operational determination regarding suspension, Campaign eligibility, Invalid Traffic or payment status shall be final for administration of the Platform, without prejudice to rights that cannot legally be excluded.

27. FORCE MAJEURE AND REGULATORY CHANGE

27.1. Tandem shall not be liable for delay or failure caused by events beyond its reasonable control, including war, terrorism, civil disorder, sanctions, government action, regulatory changes, banking disruption, payment network failure, cyberattack, internet or hosting outage, cloud infrastructure failure, labour dispute, natural disaster, epidemic, utility failure or material failure of an Advertiser or technology provider.

27.2. If a law, regulation, licence condition, regulator, advertising platform, payment provider or Advertiser requirement materially affects a Campaign or Service, Tandem may immediately modify, suspend or terminate the affected activity without liability for prospective loss.

27.3. The affected party shall use commercially reasonable efforts to mitigate the effect of a force majeure event.

28. AMENDMENTS

28.1. Tandem may amend these Terms from time to time. The current version will be published at https://www.tandem.pro/ with an updated “Last modified” date.

28.2. Where a change is material to active Partners, Tandem may also provide notice through the Platform, email or another reasonable business communication channel.

28.3. Continued use of the Services after the effective date of amended Terms constitutes acceptance of the amended Terms. If a Partner does not accept an amendment, its sole contractual remedy is to stop using the Services and terminate the relationship, subject to accrued obligations.

28.4. Campaign Terms may be changed prospectively in accordance with Section 4.

29. NOTICES AND ELECTRONIC COMMUNICATIONS

29.1. Contractual notices and Campaign communications may be delivered through the Platform, company email or other business communication channels used between Tandem and the Partner.

29.2. The Partner consents to receiving contractual, operational, compliance and payment-related communications electronically.

29.3. The Partner must maintain current contact details. A notice sent to the latest contact details provided by the Partner is deemed validly sent even if not received because the Partner failed to update those details.

29.4. Tandem may retain electronic records of acceptance, communications, Campaign Terms, approvals and account activity as evidence of the business relationship.

30. GOVERNING LAW AND DISPUTE RESOLUTION

30.1. These Terms and any contractual or non-contractual dispute, claim or obligation arising out of or in connection with them shall be governed by the laws of Hungary, without regard to conflict-of-law rules, subject to mandatory rules that cannot lawfully be excluded.

30.2. The parties shall first attempt in good faith to resolve any dispute through written business negotiations for at least fifteen (15) business days after written notice of the dispute, unless urgent injunctive or protective relief is reasonably required.

30.3. Subject to Section 30.2, the courts of Hungary shall have exclusive jurisdiction over disputes arising out of or relating to these Terms, to the extent such jurisdiction agreement is permitted by Applicable Law.

30.4. The language of the contractual relationship and any dispute communications shall be English unless otherwise agreed.

31. MISCELLANEOUS

31.1. Entire Agreement. These Terms, together with applicable Campaign Terms and any separately executed agreement, constitute the entire agreement relating to their subject matter and supersede prior discussions or understandings concerning that subject matter.

31.2. Assignment. A Partner may not assign, transfer, delegate or subcontract its rights or obligations under these Terms without Tandem’s prior written consent. Tandem may assign or transfer its rights or obligations to an affiliate, successor, purchaser of its business or another entity as part of a corporate reorganisation, merger, financing or sale, subject to Applicable Law.

31.3. Severability. If any provision is held invalid or unenforceable, it shall be interpreted or reduced to the minimum extent necessary to make it enforceable where possible, and the remaining provisions remain in effect.

31.4. No Waiver. Failure or delay in exercising a right does not waive that right. A waiver is effective only if made expressly by an authorised party.

31.5. Independent Contractors. The parties are independent contractors. Nothing creates partnership, employment, fiduciary, franchise, representative or joint venture status.

31.6. No Third-Party Rights. Except as expressly provided in an indemnification or Intellectual Property provision, no third party has rights under these Terms solely by reason of being mentioned in them.

31.7. Interpretation. Headings are for convenience only. “Including” means “including without limitation”. Singular includes plural and vice versa where context permits.

31.8. Survival. Sections that by their nature are intended to survive termination shall survive, including payment recovery, Invalid Traffic, clawbacks, confidentiality, non-circumvention, intellectual property, taxes, indemnification, limitation of liability and dispute resolution.

31.9. Language. If these Terms are translated, the English version shall prevail in the event of inconsistency unless mandatory law requires otherwise.