1. Parties and Definitions

These Publisher Terms and Conditions (“Terms”) constitute a legally binding agreement between:

  • Clever Advertising — Clever Gest Lda, a company registered in Portugal, operating under the trade name Clever Advertising (“Clever”, “we”, “us”); and
  • the natural or legal person installing the Clever Ads Plugin and submitting a partnership application (“Publisher”, “you”).

For the purposes of these Terms:

  • “Plugin” means the Clever Ads WordPress plugin made available by Clever for installation on the Publisher’s Site.
  • “Site” means the website(s) operated by the Publisher where the Plugin is installed.
  • “Campaign” means the set of advertising creatives, scripts, and tracking tags deployed by Clever on the Site.
  • “Ad Content” means all banner ads, interstitials, topscrolls, sticky footers, and other ad formats served through the Campaign.
  • “Counting Period” means each calendar month during which the Campaign is active.
  • “CPM” means the cost per thousand (1,000) ad impressions verified by Clever’s tracking systems, according to the rate communicated by Clever upon approval.
  • “Fixed Price” means a fixed monthly fee agreed upon between the parties as an alternative to CPM, covering all traffic delivered by the Publisher during a Counting Period.
  • “Invoice” means a valid tax invoice issued by the Publisher to Clever pursuant to Clause 4.

2. Eligibility and Approval

2.1 The Publisher must be at least 18 years of age or, in the case of a legal entity, duly incorporated and authorized to enter into commercial agreements.

2.2 The installation of the Plugin does not, in itself, create any commercial relationship or payment obligation. The partnership is established only upon written approval by Clever following the review of the Publisher’s application.

2.3 Clever reserves the right to reject any application at its sole discretion, without the need to provide justification. Clever has up to 5 (five) business days to review and respond to each application.

2.4 The Publisher represents and warrants that:

  • the Site is owned by or under the control of the Publisher;
  • it holds all licenses, authorizations, and consents required by applicable law to display the Ad Content described in Clause 3;
  • the Site is not intended for audiences under 18 years of age;
  • it has disclosed, or will disclose, the presence of iGaming advertising to its audience, in compliance with applicable advertising transparency obligations.

3. Nature of Advertising Content

3.1 The Publisher acknowledges and agrees that all Ad Content served through the Campaign relates exclusively to iGaming products and services, including but not limited to: online casino, sports betting (sportsbook), poker, live casino, bingo, fantasy sports, financial spread betting, and forex trading platforms, as well as other regulated or unregulated gambling and betting products (“iGaming Content”).

3.2 The Publisher is solely responsible for ensuring that the display of iGaming Content on the Site complies with all applicable laws, regulations, and licensing requirements in the jurisdictions where the Site operates or is accessible, including, without limitation, advertising restrictions, mandatory responsible gambling statements, watershed rules, and territorial restrictions.

3.3 Clever will provide Ad Content in accordance with brand guidelines and regulatory requirements communicated by its advertiser clients. Clever does not guarantee that such content complies with the specific legal requirements of all jurisdictions accessible by the Site.

3.4 The Publisher may not modify, block, obscure, or alter any Ad Content, including responsible gambling messaging, age verification notices, or regulatory warnings contained therein.

4. Payment Terms

4.1 Commercial Model. Clever will pay the Publisher according to one of the following models, as agreed at the time of campaign setup:

  • CPM: payment for every thousand (1,000) verified impressions recorded by Clever’s tracking systems during each Counting Period; or
  • Fixed Price: a fixed monthly fee covering all traffic delivered during the Counting Period, regardless of individual impression volume.

Under no circumstances will Clever pay the Publisher on a cost-per-acquisition (CPA) or revenue-share basis.

4.2 Counting Period. Traffic, impressions, and performance data are calculated on a calendar month basis (from day 1 to the last day of each month, inclusive). Data for partial months at the start of a Campaign are accumulated and reported in the first full calendar month, unless agreed otherwise in writing.

4.3 Invoice Requirement. Payment is conditioned upon the receipt of a valid tax invoice issued by the Publisher to Clever. Clever has no obligation to initiate payment in the absence of a valid invoice. The invoice must include:

  • Full name and registered address of the Publisher;
  • Tax identification number of the Publisher (NIF/NIPC or equivalent);
  • Name and address of the Clever entity;
  • The Counting Period to which the invoice relates;
  • The agreed CPM rate or Fixed Price amount;
  • Total amount payable, expressed in euros (EUR), unless agreed otherwise in writing;
  • Publisher’s banking details (IBAN and BIC/SWIFT).

4.4 Payment Terms. Clever will process payment within 10 (ten) calendar days from receipt of a valid and undisputed invoice. Invoices containing errors or missing required elements will be returned to the Publisher for correction; the payment term restarts upon receipt of the corrected invoice.

4.5 Invoicing Window. The Publisher must submit the invoice for each Counting Period within 30 (thirty) calendar days following the end of that period. Invoices submitted outside this timeframe may be rejected at Clever’s reasonable discretion.

4.6 Disputed Amounts. If Clever disputes any invoiced amount, it will notify the Publisher within 5 (five) business days of receiving the invoice, specifying the grounds for the dispute. Undisputed amounts will be paid within the timeframe provided in Clause 4.4. Disputed amounts shall be subject to good-faith negotiation between the parties.

4.7 Taxes. Each party is responsible for complying with its own tax obligations. The Publisher is solely responsible for declaring and remitting any income taxes, VAT, withholding taxes, or other levies due in its jurisdiction as a result of payments received under these Terms.

5. Publisher Obligations

5.1 The Publisher undertakes to:

  • keep the Plugin installed and active throughout the duration of the Campaign;
  • ensure that the Site maintains a level of quality, editorial integrity, and audience relevance consistent with the vertical and formats agreed upon at the time of onboarding;
  • not engage in, facilitate, or encourage artificial traffic, bot traffic, click fraud, impression stuffing, or any other form of invalid activity (“Invalid Traffic”);
  • not use the Plugin on any Site whose primary content promotes violence, hate speech, discrimination, illegal activity, or content directed at minors;
  • promptly notify Clever of any material changes to the Site’s content focus, primary audience geography, or technical infrastructure that could affect Campaign delivery;
  • comply with all applicable data protection laws regarding the operation of the Plugin on the Site (see Clause 8).

5.2 Clever reserves the right to withhold or recover payments relating to any Counting Period in which Invalid Traffic is detected. Clever will notify the Publisher in writing prior to exercising this right.

6. Clever Advertising Obligations

6.1 Clever undertakes to:

  • provide the Publisher with a unique tracking script and Campaign setup upon approval;
  • maintain the Campaign in an active state during the agreed period, pursuant to these Terms;
  • provide the Publisher with access to a reporting dashboard displaying impression data, CPM, and estimated revenue for each Counting Period;
  • notify the Publisher at least 5 (five) calendar days in advance prior to any material change to the commercial rate (CPM or Fixed Price), except where the change is mandated by legal or regulatory obligations;
  • process valid invoices within the timeframe set forth in Clause 4.4.

6.2 Clever does not guarantee any minimum volume of impressions or revenue to the Publisher.

7. Intellectual Property

7.1 All intellectual property rights in and to the Ad Content, including creative assets, trademarks, and branding elements of Clever’s advertiser clients, are the exclusive property of Clever or its clients. The Publisher is granted no license to these assets other than for their passive display as delivered by the Campaign script.

7.2 All intellectual property rights in the original content of the Site remain the exclusive property of the Publisher.

7.3 The Publisher grants Clever a non-exclusive, royalty-free license to reference the Site’s name and URL in internal reports, case studies, and marketing materials, subject to prior written consent from the Publisher for any public use.

8. Data Protection and Privacy

8.1 Each party shall comply with all applicable data protection and privacy legislation, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and applicable national implementing legislation.

8.2 The Publisher is responsible for ensuring that the Site’s privacy policy accurately discloses the use of third-party advertising scripts, including those operated by Clever, and the associated collection of usage data and cookies from Site visitors.

8.3 The Publisher must obtain and maintain consent required by applicable law from Site visitors for the placement of cookies or similar tracking technologies by the Campaign script.

8.4 Clever will process personal data collected through the Campaign script as an independent data controller, in accordance with its own privacy policy available at cleveradvertising.com.

9. Term, Suspension, and Termination

9.1 Term. These Terms take effect upon Clever’s written approval of the Publisher’s application and shall remain in force indefinitely until terminated in accordance with this Clause.

9.2 Termination by Publisher. The Publisher may terminate these Terms at any time by removing the Plugin and notifying Clever via the Plugin settings panel or by email. Any invoice relating to a completed Counting Period prior to termination remains payable pursuant to Clause 4.

9.3 Termination by Clever. Clever may terminate these Terms:

  • for convenience, upon 30 (thirty) calendar days’ prior written notice; or
  • with immediate effect, upon written notice, if the Publisher breaches Clause 3.2, Clause 5.1 (Invalid Traffic or prohibited content), or any other material provision of these Terms and fails to remedy the breach within 5 (five) business days following written notification.

9.4 Suspension. Clever may suspend the Campaign with immediate effect, without prior notice, if it reasonably suspects Invalid Traffic, legal or regulatory risk, or a material breach of these Terms. Clever will notify the Publisher of the suspension and the grounds for it within 2 (two) business days.

9.5 Effects of Termination. Upon termination: the Campaign script will cease serving Ad Content; the Publisher must remove the Plugin from the Site; accrued payment obligations relating to completed Counting Periods shall survive termination.

10. Limitation of Liability and Indemnification

10.1 To the maximum extent permitted by applicable law, Clever’s total aggregate liability to the Publisher under or in connection with these Terms shall not exceed the total amount paid or payable by Clever to the Publisher in the 3 (three) months immediately preceding the event giving rise to liability.

10.2 Neither party shall be liable for indirect, consequential, incidental, special, or punitive damages, including loss of profits or loss of data, even if advised of the possibility of such damages.

10.3 The Publisher agrees to indemnify, defend, and hold harmless Clever and its officers, directors, employees, and agents from and against any claims, losses, damages, fines, or penalties arising out of: (a) breach of these Terms by the Publisher; (b) non-compliance by the Publisher with applicable iGaming advertising laws; or (c) any claim by a Site visitor relating to the Publisher’s own content or data handling practices.

11. Governing Law and Jurisdiction

11.1 These Terms are governed by and construed in accordance with the laws of Portugal, without regard to conflict of law rules.

11.2 Any dispute arising out of or in connection with these Terms that cannot be resolved through good-faith negotiation shall be submitted to the exclusive jurisdiction of the courts of Portugal.

12. Amendments and General Provisions

12.1 Amendments. Clever reserves the right to modify these Terms at any time. Changes will be communicated to the Publisher by email or through the Plugin administration interface at least 14 (fourteen) calendar days in advance. Continued use of the Plugin after the notice period constitutes acceptance of the modified Terms. If the Publisher does not accept the modified Terms, it must terminate the partnership pursuant to Clause 9.2 before the changes take effect.

12.2 Entire Agreement. These Terms constitute the entire agreement between the parties with respect to its subject matter and supersede all prior negotiations, representations, or agreements.

12.3 Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12.4 No Waiver. The failure of either party to enforce any provision of these Terms shall not constitute a waiver of the right to enforce such provision in the future.

12.5 Assignment. The Publisher may not assign or transfer any rights or obligations under these Terms without Clever’s prior written consent. Clever may assign these Terms to any group company or successor entity.

12.6 Notices. Notices under these Terms must be sent by email: to the Publisher, at the address provided during plugin registration; to Clever, at the contact address published on cleveradvertising.com.