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Terms & Conditions

Last updated: 01/01/2025

These Terms and Conditions (this “Agreement”) form a legally binding agreement between you (“Publisher”) and Digital Adventures, trading as OfferTonic (“we”, “us”, “our”, “Advertiser”). By accessing or using our platform or campaigns, you agree to comply with and be bound by these terms.

 

1. Parties

OfferTonic is a brand of Digital Adventures Limited, a company registered in England and Wales (Company No. 08564150) with registered office at Unit 116 Screenworks, 22 Highbury Grove, London N5 2EF.

 

2. Relationship Between the Parties

Each party acts as an independent contractor. Nothing in this Agreement constitutes a partnership, agency, joint venture, or employment relationship.

 

3. Scope of Service

OfferTonic provides you with access to campaigns, technical tools, creatives, tracking, and reporting systems. You will be paid commission for valid, approved user interactions (“Commissionable Actions”) such as leads, conversions, or sales, as outlined in the relevant Insertion Order (IO).

 

3A. Pricing Models & Definitions

3A.1 Cost Per Action Models (CPA/CPL)
Where an Insertion Order (IO) specifies a CPA (Cost Per Action) or CPL (Cost Per Lead) pricing model (or similar terminology such as cost per registration, cost per download, or cost per acquisition), OfferTonic shall pay the Publisher a fee at the agreed rate for each qualifying action, subject to the terms of this Agreement and the details set out in the applicable IO.

3A.2 Standard Definitions
Unless otherwise specified in an IO, the following definitions shall apply:

  • CPL (Cost Per Lead): a completed and valid data submission by a user on an OfferTonic-hosted landing page (e.g., name, email, etc.) which meets the campaign criteria.

  • CPA (Cost Per Acquisition): a confirmed and verifiable action such as a successful purchase, sign-up, deposit, or conversion as described in the campaign brief or IO.

3A.3 Exclusions and Qualification Criteria
OfferTonic reserves the right to exclude or disqualify actions that:

  • Do not meet the agreed registration or eligibility criteria (e.g., age, location, IP restrictions);

  • Are incomplete, fraudulent, duplicated, or made using false or misleading data;

  • Originate from incentivised, misled, or non-compliant traffic sources.

The Publisher acknowledges that certain campaigns may define additional conversion criteria in the IO or campaign brief, which shall govern the qualifying conditions for a payable action.

 

4. Data Protection & Responsibility

 

4.1 Data Ownership & Controller Roles

  • You may promote our brands using your own contact database or traffic sources.

  • You act as the independent data controller for any personal data you collect, store, or process in relation to marketing activity carried out by you.

  • OfferTonic becomes an independent data controller only when a user submits data directly on our websites or platforms.

  • No personal data is exchanged unless a user actively engages with our forms or tracking infrastructure.

  • You must clearly identify yourself as the sender and data controller in all marketing communications, and must not use headers, branding, domain names, or content that could reasonably lead a recipient to believe a communication originated from OfferTonic or any other brand of Digital Adventures.

  • The parties expressly acknowledge and agree that:

    • (a) they act as separate and independent data controllers in respect of any personal data they process under this Agreement;

    • (b) no joint controller relationship exists or is intended under Article 26 of the UK GDPR;

    • (c) each party determines its own purposes and means of processing;

    • (d) OfferTonic exercises no control over Publisher's data collection, storage, or marketing activities;

    • (e) Publisher's use of OfferTonic branding does not create any data sharing or joint processing arrangement.

 

4.2 Compliance Obligations

  • You are responsible for ensuring all personal data you collect or use has a valid lawful basis for processing, including (where applicable) valid consent in accordance with UK GDPR, PECR, and any relevant local laws.

  • You must manage opt-outs, suppression lists, and user rights (including subject access and deletion requests) without delay.

  • You shall not transfer, share, or make available any personal data to OfferTonic unless agreed in writing and governed by an appropriate legal mechanism (e.g., data processing agreement).

 

4.3 Regulatory Response Protocol

  • Where OfferTonic receives data subject requests or regulatory enquiries relating to Publisher's marketing activities: 

    • Publisher must respond directly to such requests within 48 hours of notification; 

    • Publisher must provide OfferTonic with copies of all responses for record-keeping; 

    • Publisher acknowledges OfferTonic may direct data subjects to Publisher for resolution;

    • Publisher must not reference OfferTonic as responsible for data protection compliance in any response.

  • OfferTonic shall have no obligation to respond to, investigate, or process data subject rights requests or complaints relating to Publisher marketing activities. Any such requests are the sole responsibility of the Publisher, who must respond directly and provide OfferTonic with copies for record-keeping.

  • Publisher agrees to promptly notify OfferTonic if you receive a data protection complaint or regulatory enquiry in connection with campaigns you have run.

 

5. Marketing Compliance

 

5.1 Publisher Responsibilities

You warrant and agree that:

  • You are solely responsible for all marketing activity carried out on your behalf, including email content, traffic sources, targeting, and list management;

  • All data subjects have provided valid, auditable consent in compliance with UK GDPR, PECR, and any other applicable privacy legislation;

  • You will honour unsubscribe requests without delay and maintain accurate, up-to-date suppression lists in accordance with legal and industry standards;

  • You will retain and provide evidence of consent, source, and opt-in mechanics upon request by OfferTonic.

  • All marketing activity must comply with applicable laws and advertising codes, 

    • In the UK this includes the UK Advertising Codes (CAP and BCAP Codes) enforced by the Advertising Standards Authority (ASA); and 

    • any applicable gambling licensing regulations.

5.2 Prohibited Conduct

You must not:

  • Send unsolicited emails or communications to individuals without lawful consent;

  • Use misleading subject lines, headers, domain names, or impersonate OfferTonic or any Advertiser;

  • Promote offers using incentivised, misleading, or non-compliant traffic without prior written approval;

  • Engage in any marketing activity that is illegal, fraudulent, offensive, or in violation of applicable laws, regulations, ASA rulings, or industry advertising codes of practice;

  • Include claims such as “free”, “gratis”, or “no charge” unless the user will only incur unavoidable costs (e.g. delivery fees), and you clearly disclose any material terms or required user commitments;

  • Promote gambling, financial, or regulated products using creatives or claims that breach applicable licensing conditions or jurisdictional regulations.

  • Any breach of this Clause shall trigger the indemnities in Clause 9.

5.3 License to Use Promotional Materials

OfferTonic grants you a limited, non-exclusive, non-transferable license to use approved promotional materials — including banners, copy, brand assets, tracking links, and trademarks — solely for the delivery of campaigns under this Agreement.

You agree to:

  • Use only the most recent and compliant versions of materials provided by OfferTonic;

  • Obtain written approval for any custom or self-produced creatives;

  • Immediately cease use of any materials on request or in the event of non-compliance.

OfferTonic reserves the right to:

  • Withhold payment for leads or traffic generated using outdated, unapproved, or non-compliant materials;

  • Suspend or terminate your access to campaigns where violations occur;

  • Pursue legal or injunctive relief where brand misuse or reputational harm is likely.

 

5.4 Channel-Specific Compliance: Email and SMS

5.4.1 Preview and Approval
All email and SMS creatives must be submitted to OfferTonic for approval prior to launch. OfferTonic may delay or deny launch where content is non-compliant.

5.4.2 Mandatory Inclusions
Each message must include:

  • A valid sender identity and reply address;

  • A clearly visible unsubscribe mechanism;

  • A physical postal address;

  • Accurate disclosure of marketing purpose and legal basis for processing.

5.4.3 Prohibited Content
Campaigns must not include:

  • Misleading subject lines or falsified headers;

  • Hidden or masked tracking;

  • Child-appealing themes or coercive urgency (e.g. “last chance today!”);

  • Nudity, alcohol, or inappropriate imagery;

  • Merchant logos, phrases, colours, or offers copied from the Advertiser’s site without permission.

5.4.4 Consent & List Management
The Publisher must:

  • Maintain auditable records of consent and opt-in source;

  • Process opt-outs within five (5) business days;

  • Share unsubscribe data with OfferTonic if requested;

  • Cease all sends to unsubscribed users across all campaigns.

5.4.5 Termination & Complaint Handling
Upon request, the Publisher must:

  • Immediately halt any live email/SMS campaigns;

  • Designate a contact person for complaint handling;

  • Provide data on consumer responses, complaints, and consent logs as requested by OfferTonic.

 

6. Payment Terms, Tracking, and Records

Commissions are paid within 30 days of receipt of a valid invoice, unless otherwise specified in an Insertion Order (IO). Invoices must reflect OfferTonic’s reporting data, unless alternative tracking arrangements have been agreed in writing.

OfferTonic reserves the right to withhold or adjust payments in the following circumstances:

  • Traffic is fraudulent, non-compliant, or otherwise invalid;

  • The Publisher breaches any material term of this Agreement;

  • Tracking discrepancies exceed a 10% variance between systems and remain unresolved.

In the event of a tracking dispute:

  • The Publisher must notify OfferTonic within five (5) business days of becoming aware;

  • Both parties agree to work in good faith to reconcile data within 30 days;

  • OfferTonic will pay the undisputed portion of the invoice during that time.

Each party shall keep accurate and complete records related to commissionable actions and invoicing (“Relevant Records”) for the duration of this Agreement and for one (1) year thereafter. Either party may request an audit of these records once per calendar year with at least ten (10) business days' written notice. Audits must be conducted during normal business hours and at the auditing party’s expense, unless the audit reveals a discrepancy of more than 10%, in which case the audited party shall reimburse the reasonable audit costs and promptly settle any underpayments.

The Publisher must not launch campaigns from any new or previously unapproved traffic sources without prior written approval. OfferTonic may withhold payment for leads generated via unapproved sources.

All payments exclude applicable VAT or similar taxes, which are the Publisher’s responsibility. Each party is responsible for its own income and corporate tax obligations.

 

7. Representations & Warranties

 

7.1 Publisher

You represent and warrant that:

  • You have obtained valid consent for all marketing contacts;

  • You are the lawful controller of your database;

  • You will comply with all data protection and e-marketing laws;

  • You have the right and authority to enter into this Agreement.

 

7.2 OfferTonic

We represent and warrant that:

  • We have the authority to enter into this Agreement;

  • We shall operate campaigns in accordance with applicable law;

  • We do not warrant uninterrupted service or specific outcomes from any campaign.

 

8. Confidentiality

Each party agrees to keep strictly confidential all non-public, technical, commercial, or campaign-related information disclosed by the other, including (without limitation):

  • Performance metrics (e.g. CPL volumes, click-through rates, conversion data);

  • Pricing, payout rates, and IO terms;

  • Source data, platform metrics, and lead quality thresholds;

  • Publisher tracking links or attribution mechanisms.

Confidential information may not be disclosed to third parties except:

  • With prior written consent of the disclosing party;

  • Where required by law, regulation, or court order (with prompt notice, where legally permitted).

The Publisher must not use OfferTonic or Advertiser reporting data to:

  • Benchmark or price against other clients or competitors;

  • Solicit, re-target, or remarket to end-users generated through a campaign;

  • Reverse-engineer tracking links or replicate offer structures.

Each party shall use the same degree of care as it uses to protect its own confidential information, and no less than reasonable care.

The Publisher shall not issue any press release nor make any public statement regarding this Agreement (including the terms and existence thereof) or the relationship between the Parties without Offer Tonic’s prior written approval.

These obligations survive for three (3) years after termination of the Agreement.

 

9. Liability & Indemnification

  • Neither party shall be liable for any indirect, incidental, or consequential damages.

  • OfferTonic’s total liability shall not exceed fees paid to the Publisher in the preceding 3-month period.

  • You agree to indemnify OfferTonic against any claims, losses, or investigations arising from:

    • any unlawful, misleading, or non-compliant marketing activities performed by you or on your behalf;

    • any failure to comply with applicable data protection or e-privacy laws, including UK GDPR, PECR, or equivalent legislation;

    • any breach of your obligations, representations, or warranties under this Agreement;

    • any use or misuse of OfferTonic’s or Digital Adventure’s brand, trademarks, content, or promotional materials without approval;

    • any claims by end-users, regulators, or third parties arising from your campaigns or traffic sources.

    • any assertion that OfferTonic and Publisher are joint data controllers;

    • your failure to properly identify yourself as a data controller in marketing communications;

    • any data subject complaints, Subject Access Requests, or regulatory investigations relating to your marketing activities;

    • any regulatory fines or enforcement action resulting from your data protection non-compliance.

    • Any misrepresentation by you that an email or communication was sent by OfferTonic or a brand of Digital Adventures.

 

10. Audit Rights

OfferTonic reserves the right to request, at any time, documentary evidence of:

  • Valid consent records for all users contacted;

  • Domain ownership and associated traffic sources;

  • Marketing campaign activity and distribution methods;

  • Suppression list compliance and opt-out handling procedures.

Failure to provide such information promptly upon request may result in immediate suspension or withholding of payments, and may constitute grounds for termination of this Agreement.

OfferTonic may suspend or withhold payments if the Publisher fails to provide requested consent records, Subject Access Request evidence, or compliance documentation within five (5) business days.

 

11. Assignment

Neither party may assign this Agreement without the prior written consent of the other party.
Notwithstanding the foregoing, OfferTonic may assign this Agreement without consent:

  • (a) to any affiliate or group company, or

  • (b) in connection with a merger, acquisition, or sale of all or substantially all of its assets.

 

12. Modifications

OfferTonic may update these Terms from time to time. We will notify you via email or through the partner platform. Continued participation after updates constitutes acceptance of the revised terms.

 

13. Termination

13.1 Mutual Termination Right
Either party may terminate this Agreement at any time with five (5) business days' written notice, unless otherwise agreed in an Insertion Order.

13.2 Termination for Cause
OfferTonic may immediately suspend or terminate the Agreement or any individual campaign, with or without notice, if:

  • You breach these Terms;

  • You engage in or enable activity that creates reputational, legal, or regulatory risk;

  • There is reasonable suspicion of fraud, data misuse, or non-compliant marketing;

  • Your traffic or sources materially deviate from agreed terms or fail compliance checks.

13.3 Campaign Suspension
OfferTonic may direct you to pause or terminate any campaign or brand promotion (whether in full or specific channels) within 12 hours of notice, and you must comply fully with that request. OfferTonic shall not be liable for any loss of earnings, leads, or spend incurred after such request.

13.4 Obligations on Termination
Upon termination of this Agreement or any campaign:

  • You must immediately cease use of all tracking links, promotional materials, and brand assets;

  • Remove all active advertisements or creatives referencing OfferTonic or Advertiser brands;

  • Stop all traffic and ensure suppression of further sends or placements.

13.5 Survival
Any clauses intended to survive termination — including confidentiality, liability, data protection, and payment — shall remain in effect beyond the end of this Agreement.

13.6 Return and Deletion of Materials

Upon termination or expiry of this Agreement, or any applicable Insertion Order:

  • All licenses granted to the Publisher in connection with such IO or Agreement shall immediately terminate;

  • The Publisher must cease all use of OfferTonic and Advertiser promotional materials, tracking links, trademarks, and brand assets;

  • The Publisher shall promptly delete and purge all related creative assets and confidential information from its systems, and confirm in writing that this has been completed within seven (7) business days of such request or termination.

 

14. Dispute Resolution

14.1 Governing Law  

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

14.2 Jurisdiction  

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

14.3 Good Faith Resolution  

In the event of any dispute, the parties agree to first attempt resolution through good faith discussions. If no resolution is reached within fourteen (14) days, either party may escalate the matter through legal proceedings as outlined above.

 

15. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings. No oral representations shall be binding unless confirmed in writing.

 

 

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