Terms & Conditions - Schools
THIS AGREEMENT is made between:
- ("The Client")
- Gatherwell Ltd trading as 'Your School Lottery' registered company number 8675983 whose registered office is at Ground Floor, Belmont Place, Belmont Rd, Maidenhead, Berkshire SL6 6TB ("The Company")
- The Company is engaged in the supply of lottery administration services and, in particular, yourschoollottery.co.uk.
- The Client wishes to take advantage of those Services for the efficient administration of a lottery.
- This Agreement records the terms of the Services to be supplied by the Company to the Client.
- The following terms shall have the following meanings:
- "Confidential Information" means any and all information which relates to the business affairs, products, developments, trade secrets, know how, personnel, customer and suppliers of either party or information which may reasonably be regarded as the confidential information of the disclosing party.
- "Intellectual Property means all vested, contingent and future intellectual property rights including but not limited to copyright, trade marks, design rights, trade names, patents, know-how, trade secrets, database rights or any similar right exercisable in any part of the world including any application for the registration of any patents or registered designs or similar registrable rights in any part of the world
- "Lottery" means the 'Your School Lottery' to be set up and organised by the Client with the assistance of the Company under the terms of the Gambling Act 2005 as amended and any other statutory or regulatory requirements from time to time in force.
- "Member" means any person who has paid the requisite amount to enable them to be entered into a draw of the Lottery and who shall be and continue to be a Member until the Company shall receive notification from the Client that that person wishes to cease to be a Member or until the Member is automatically cancelled by the computer system when the Member has missed an agreed number of draws through non payment of the requisite amount.
- "Notice": means any notice required to be given in accordance with the terms of this Agreement, which notice must be in writing.
- "Payments" means any amount to be paid by the Client and/or the Company in accordance with the terms of this Agreement.
- "Records" means the data relating to the individual Members of the Lottery, to include the Members' name, address, record of payments and winnings and other data that in the reasonable opinion of the Company is required for the effective provision of the Services.
- "Required Authorisation" means the authorisation of the relevant registration authority or Gambling Commission to register the Client allowing the Client to run the Lottery and to promote it in Great Britain in accordance with an approved scheme for the running of lotteries.
- "Services" means the lottery administration services to be provided by the Company under the terms of this Agreement and the attached Schedule.
- "Term" means the Initial Term and Subsequent Terms as more particularly detailed in Clause 3 of this Agreement.
Appointment and Term
- The Client appoints the Company to carry out the Services for the Term in return for the Payments.
- The Term shall be an initial period of one calendar year commencing on the date of the first Lottery draw made by the Company on behalf of the Client (the Initial Term).
- Thereafter, this Agreement shall continue for additional consecutive Terms of one calendar year (the Subsequent Terms) subject always to the right of either party to give the other party three months Notice in writing to terminate this Agreement.
- Any Notice given in accordance with Clause 3.3 above must be given so as to take effect either at the end of either the Initial Term or at the end of any of the Subsequent Terms save always that this Agreement may be terminated sooner if both parties consent in writing.
The Company's Obligations
- To provide the Services detailed in the Schedule to this Agreement and to submit appropriate invoices and/or payment records on a monthly basis to the Client.
- To pay to the Client no later than the last working day of each month a sum equal to 40% of the total gross receipts paid to the Company by each Member in respect of their membership of the Lottery in the previous month.
- To use reasonable care and attention in the provision of the Services and the performance of its obligations under this Agreement
The Client's Obligations
To make the Payments to the Company as follows:-
- An ongoing monthly amount (including VAT) equivalent to 60% of the total gross receipts paid to the Company by each Member in respect of their membership of the Lottery for that month. The Client agrees that the Company may deduct these amounts from the total receipts on an ongoing basis, subject to paying to the Client the balance of the receipts as set out in Clause 4.2
- To apply for and / or maintain the Required Authorisation and to notify the Company immediately if for any reason the Required Authorisation is suspended, withdrawn or otherwise invalidated.
- To ensure any third parties employed to act on the Client's behalf to sell memberships are made aware of the Code of Practice ensuring that no one under the age of 16 is approached, members date of births are recorded and responsible gambling is promoted.
- Not to do or permit any act by which, in the opinion of the Company, the Company's rights in the Intellectual Property may be prejudiced or put in jeopardy
- To make the Payments to the Company as follows:-
VAT and Other Taxes
- All sums payable under this Agreement unless otherwise stated are exclusive of VAT and other similar duties or taxes which may be imposed from time to time
- Any VAT or other duties or taxes payable in respect of such sums shall be payable in addition to such sums
This Agreement may be terminated forthwith by either party giving Notice in writing to the other if the other party shall:
- be in material breach of any of the terms of this Agreement which in the case of breach capable of remedy is not remedied by that other party within 30 days of receipt of a written Notice specifying the breach and requiring its remedy
- be unable to pay its debts or (being an unincorporated body or person) enters into a voluntary arrangement with his/its creditors or (being a company) enters into compulsory or voluntary liquidation or compounds with or convenes a meeting of its creditors or has a receiver appointed or in either case ceases for any reason to carry on business or takes or suffers similar action which in the reasonable opinion of the party giving Notice means that the other may be unable to pay its debts
- This Agreement may be terminated forthwith by the Company if the Client does not maintain or loses either permanently or temporarily the Required Authorisation.
- This Agreement may also be terminated in accordance with the provisions of Clause 3 of this Agreement
- This Agreement may be terminated forthwith by either party giving Notice in writing to the other if the other party shall:
Effects of Termination
- The Client undertakes to the Company that upon termination of this Agreement howsoever arising, it shall immediately pay to the Company all arrears of the Payments and any other sums due under the terms of this Agreement
- The Company undertakes to the Client that upon termination of this Agreement, howsoever arising it shall immediately pay to the Client all arrears of the Payments and any other sums due under the terms of this Agreement
- The Client will deliver up to the Company any documents software or other property supplied to it by the Company for its use during the Term of the Agreement
- The Company will deliver up to the Client any documents software or other property supplied to it by the Client for its use during the Term of the Agreement
- Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision in this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.
- Either party receiving information from the other which is Confidential Information or which is marked "confidential" or which may reasonably be supposed to be confidential, including, without limitation, know-how or any information contained in any software or other materials supplied by either party, shall not without the other's prior written consent use or disclose such information save for the purposes of fulfilling their obligations or exercising their rights under this Agreement.
- The above shall not apply to information that is lawfully known to the other party at the time of disclosure or which is already in the public domain other than as a result of a breach of this clause or which is trivial or obvious.
- Each of the parties undertakes to the other to take all steps as shall from time to time be necessary to ensure compliance with the provisions of this clause by its employees, agencies and subcontractors.
Data Ownership and Protection
- The Company will collect only the following data from Members: name; date of birth; postal address; email address; telephone number; such other data as is necessary to process and administer the Member's purchase of a Lottery chance.
- All data relating to Members will be owned by the Client and licensed to the Company for use by the Company for the purpose of administering the Lottery
- The Company shall ensure that Data is readily accessible to the Client
- The Data Controller in respect of Members will be the Client.
- The Company will maintain sufficient technological and organisational security equivalent to that required under the sixth principle of the Data Protection Legislation.
- Both Parties agree to comply at all times with the provisions of the Data Protection Act 2018 with regard to the Data.
- Warranty Each of the parties warrants its power to enter into this Agreement and has obtained all necessary approval (if required) to do so
- Receipt The receipt of any Payments by either party shall not prevent them from questioning the correctness of any statement in respect of such money
- Force Majeure Neither the Company nor the Client shall be in breach of this Agreement if there is total or partial failure by it of its duties and obligations under this Agreement occasioned by any act of God fire act of government or state or insurrection embargo and any other reason beyond the control of either party. If the cause continues for a continuous period of more than sixty days and substantially affects the basis of this Agreement either party shall have the right to terminate this Agreement upon giving thirty days written Notice of such termination to the other party.
- Severance If any provision of this Agreement is declared by any judicial or other competent authority to be void voidable illegal or otherwise unenforceable or an indication to that effect is received by either of the parties from any competent authority the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality or at the Company's discretion it may be severed from this Agreement whereupon the remaining provisions of this Agreement shall remain in full force and effect
- Whole Agreement This Agreement contains the whole agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. This agreement may be varied only by a document signed by both parties.
- Discretion Any exercise of discretion, judgement or opinion or approval of any matter mentioned in this Agreement or arising from it shall only be binding on a party if the party consents to be so bound and provides the other party with written confirmation of that consent.
- Change of Address Each of the parties shall give notice to the other of the change or acquisition of any address or telephone facsimile email address or similar information at the earliest possible opportunity but in any event within 48 hours of such change or acquisition
- Any Notice to be served on either of the parties by the other shall be sent by prepaid recorded delivery registered post e-mail or fax to the address of the relevant party shown at the head of this Agreement and shall be deemed to have been received by the addressee within 72 hours of posting
- Any Notice of proceedings or other notice in connection with or which would give effect to any such proceedings may without prejudice to any other method of service be served on any party in accordance with this clause
- Headings Headings contained in this Agreement are for reference purposes only and shall not be deemed to be an indication of the meaning of the clauses to which they relate
- Proper Law and Jurisdiction This Agreement shall be governed by English law in every particular including formation and interpretation and shall be deemed to have been made in England and both parties submit to the exclusive jurisdiction of the English Courts.
- Waiver Failure or neglect by either party to exercise any of its rights or remedies under this agreement will not be construed as a waiver of that party's rights nor in any way affect the validity of the whole or part of this agreement nor prejudice that party's right to take subsequent action.
Status of the Company
- During the Term the Company shall be an independent contractor and shall not be a servant or partner of the Client
- In such capacity the Company shall bear exclusive responsibility for such discharge of any corporation tax and VAT liability arising out of the remuneration for its work performed by it under this Agreement
- The Company shall not be subject to directions from the Client as to the method in which it shall perform its work.
- Costs Each of the parties shall pay its own costs and expenses incurred by it in connection with this Agreement
The Services to be provided by the Company under Clause 4 of this Agreement
- Advice on lottery registration.
- License to use the design of the Lottery game.
- Provision of a marketing pack as provided by the Company from time to time, to comprise of electronic leaflets / entry forms, posters, artwork.
- The provision of a web page specific to the Client on the yourschoollottery.co.uk website.
- The provision of a fully managed direct debit collection system.
Set up and operation of a complete lottery administration system for the Client:
- Data capture of new Members information into the lottery software.
- Capture of Member source information and analysis that may be generated using the Company's software programmes.
- The amendment of existing Members details within the lottery software as requested by the Member.
- The entry into the lottery software of payments made by Members who pay by direct debit and the processing of all related documentation.
- The processing, printing and postage of all prizewinners' cheques and letters, new Members letters, low credit letters and any other letters produced from time to time directly to Members each week.
- Weekly collection of winning numbers and identification and verification of winners.
- The provision of the prizes for the lottery.
- Processing prize winners list.
- Production of Member data files as either a text or comma separated variable file.
- Provision of lottery and management reports as may be generated from the Company's lottery software programmes on a monthly basis.
- 'Lottery Helpline' for Members' enquiries operated during the Company's office hours.
- Automated 'Winners Hotline' for Members to confirm the winning numbers each week.
- For the purposes of this Agreement and for the avoidance of any doubt, a Member shall be regarded as any individual person or registered Company introduced by the Client who has paid the requisite amount to enable them to be entered into one or more draws of the Lottery as a player.
- A Member shall cease to be a Member if either the Company shall receive notification that that Member wishes to cease to be a Member or the Member's membership is automatically cancelled by the Company's computer system by reason of the Member missing a preset number of draws through not paying for their Lottery number(s).
- Any Member who has not paid for their ticket in any given draw but whose membership has not yet been cancelled as detailed above shall remain a Member for the time being but shall not be entered into any draw in respect of which they have not made their due payment in full to the Company.