PLATFORM AND TECHNOLOGY SERVICES AGREEMENT –
Exhibit 10.17
PLATFORM AND TECHNOLOGY SERVICES AGREEMENT –
2022 Annual Budget Supplementary Agreement
This supplementary agreement (the “2022 Annual Budget Supplementary Agreement”) is entered into on September 2, 2022 and with effects as of January 1, 2022 (the “Effective Date”) by and between:
1. | CODERE ONLINE MANAGEMENT SERVICES LIMITED, a company incorporated under the laws of Malta with registration number C88406 and, having its registered address at Level 3 (Suite no. 0000), Xxxxx Xxxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxx XXX 0000, Xxxxx (hereinafter, the “Company”). |
AND;
2. | XXXXXX APUESTAS ESPAÑA S.L.U, a Company incorporated and registered in in the Public Property and Commerce Registry of Madrid volume 29357, sheet 79, section 8, page M-528758, entry 1s, and with its registered office at Alcobendas Xx. Xxxxxxxx 00 Xxxxxxxxxx (Xxxxxx) Xxxxx., (hereinafter referred to as the “CAES”). |
3. | CODERE NEWCO S.A., a Company incorporated and registered in in the Public Property and Commerce Registry of Madrid volume 34399, sheet 192, page M-618784, NIF no. A87172003, and with its registered office at Alcobendas Xx. Xxxxxxxx 00 Xxxxxxxxxx (Xxxxxx) Xxxxx (hereinafter referred to as the “NEWCO” or “PARENT”). |
(CAES and NEWCO both hereinafter also referred to jointly as the “Provider”. The Company and the Provider also shall be referred to individually as “Party” or collectively as “Parties”).
WHEREAS
I. | The Parties entered into a Platform and Technology Services Agreement effective as of January 1, 2021 (hereinafter, as it has been amended from time to time and in particular on March 1, 2022, the “Agreement”), under which the Provider provides the Company with platform and technology services for its online casino and online sport betting businesses, as described in the Agreement. |
II. | The Parties enter into this 2022 Annual Budget Supplementary Agreement in order to execute and implement the terms set forth in Clause 3.3 of the Agreement and, in particular, to reflect the terms of the agreement reached on the budgeted Fees for calendar year 2022 to be paid by Company as consideration for the Services (the “2022 Annual Budget”). |
NOW THEREFORE, in consideration of the mutual obligations and undertakings contained herein the Parties agree as follows:
1. | The 2022 Annual Budget will be 10,000,000 Euros which is comprised of both fixed and variable components, as further detailed in Annex A attached hereto. The 2022 Annual Budget are estimates and may vary depending on actual expenses incurred, subject to the following limitations which shall apply to the individual line items as outlined in Annex A: |
(i) | Fixed costs (i.e. those costs that are not directly impacted by the volume of business activity) will be capped at 3% over budgeted amounts on a cumulative basis, unless Provider obtains prior written consent from Company. For illustrative purposes, Fees invoiced by Provider for Services provided through March 2022 can only exceed the total amount budgeted for the months of January 2022, February 2022 and March 2022 by 3%. |
(ii) | Variable costs (i.e. those costs that are directly impacted by the volume of business activity) will be capped as follows, unless Provider obtains prior written consent from Company: |
(a) | For customer support services a cap of 3% on a budgeted unit price per equivalent contact1, including internal and external personnel, of 3.35 Euros (i.e. the maximum average price per equivalent contact, as measured on a cumulative basis, will be 3.45 Euros). |
In addition, the parties agree to i) adjust the budgeted unit price per equivalent contact if the volume of equivalent contacts has a variation of +/- 10% versus the budgeted volume and ii) report separately the cost incurred and equivalent contacts between internal and external personnel.
(b) | For trading provider, Betradar, total cost will be no greater than (x) the sum of i) 7% of the net gaming revenue related to applicable tennis (excluding WTA), table tennis and volleyball content/data provided (subject to a minimum monthly fee of 35,000 Euros) and ii) 3% of the net gaming revenue related to applicable WTA content/data, multiplied by (y) 40.25%, the Company´s share for 2022, as agreed between the Parties. |
1.1 | In addition to the Fees, the Company may, at its sole discretion, pay to Provider a discretionary fee of up to of 300,000 Euros payable within 60 days from December 31, 2022. |
1.2 | Pursuant to Clause 3.5 of the Agreement, the Parties agree that the Steering Committee shall meet monthly to review the actual costs incurred, invoices issued against said costs in furtherance of the Services provided and pursuant to the terms and conditions of this 2022 Annual Budget Supplementary Agreement and otherwise to ensure compliance with the Agreement. |
2. | All defined terms under this 2022 Annual Budget Supplementary Agreement have the same meaning as in the Agreement, unless explicitly defined differently herein. |
3. | The Parties acknowledge and agree that all terms and conditions of the Agreement shall remain in full force and effect. The Parties acknowledge that the Agreement does not include geolocation services, in particular and for the avoidance of any doubt, it does not include geolocation services in Argentina. These services would be agreed by the Parties in a separate document. |
4. | This 2022 Annual Budget Supplementary Agreement shall be governed by and construed in accordance with the internal laws of the Kingdom of Spain (Derecho común español). This 2022 Annual Budget Supplementary Agreement, and any disputes arising out of or in connection with it, its subject matter, existence, negotiation, validity, termination or enforceability (including non-contractual disputes or claims) and including all matters of constructions, interpretation, validity and performance will in all respects be finally settled by the Courts of the City of Madrid. |
1 | One equivalent contact is equal to one phone call or 3 chats or 3 emails. |
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5. | In consideration of the mutual undertakings set out in this 2022 Annual Budget Supplementary Agreement, the Parties hereby agree that, with effect as of the Effective Date, the Agreement shall be read together with this 2022 Annual Budget Supplementary Agreement. |
6. | This 2022 Annual Budget Supplementary Agreement may be executed by the Parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of executed counterparts of this 2022 Annual Budget Supplementary Agreement by facsimile or other electronic transmission shall be effective as an original. |
7. | This 2022 Annual Budget Supplementary Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. |
IN WITNESS WHEREOF, the Parties have executed this 2022 Annual Budget Supplementary Agreement as of the date first written above and to be effective as of the Effective Date.
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(1) PROVIDER:
/s/ Xxxxxxxxx Xxxxxxx | ||
By: | Xxxxxx Apuestas España S.L.U. | |
Name: | Xxxxxxxxx Xxxxxxx | |
Title: | Director |
(2) PROVIDER:
/s/ Xxxxxxxxx Xxxxxx | ||
By: | Xxxxxx Newco S.A.U | |
Name: | Xxxxxxxxx Xxxxxx | |
Title: | Director |
/s/ Xxxxxx Xxxxxxxx | ||
By: | Xxxxxx Newco X.X.X | |
Name: | Xxxxxx Xxxxxxxx | |
Title: | Director |
(3) THE COMPANY:
/s/ Xxxxx Xxxxx | ||
By: | Codere Online Management Services Ltd. | |
Name: | Xxxxx Xxxxx | |
Title: | Director | |
/s/ Xxxxxxx xx Xxxx | ||
By: | Codere Online Management Services Ltd. | |
Name: | Xxxxxxx xx Xxxx | |
Title: | Director |
[Signature Page to the 2022 Annual Budget Supplementary Agreement to the Platform and Technology Services Agreement]
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