1.1. The following terms shall have the following meanings:
1.2. “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.
1.3. “Intellectual Property” means all vested, contingent and future intellectual property rights including but not limited to copyright, trademarks, 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 registerable rights in any part of the world.
1.4. “Lottery” means a society lottery (as defined within the Gambling Act 2005) to be set up and organised by the Society with the assistance of PPS under the terms of the Gambling Act 2005 as amended and any other statutory or regulatory requirements from time to time in force.
1.5. “Player” means any person who is legally entitled to participate and has paid the requisite amount to enable them to be entered into a Lottery and who shall be and continue to be a Player until PPS shall receive notification from the Society or the Player that that person wishes to cease to be a Player or until the Player is automatically cancelled by the computer system when the Player has missed an agreed number of draws through non-payment of the requisite amount.
1.6. “Notice” means any notice required to be given in accordance with the terms of this Agreement, which notice must be in writing.
1.7. “Payments” means any amount to be paid by the Society and/or PPS in accordance with the terms of this Agreement which for the avoidance of doubt are inclusive of VAT unless otherwise stipulated in this Agreement or any schedule thereto.
1.8. “Promoter” as defined in the 2005 Gambling Act, is the “Society” as defined below.
1.9. “Records” means the data relating to the individual Players of the Lottery, to include the Players’ name, address, record of payments and winnings and other data that in the reasonable opinion of PPS is required for the effective and compliant provision of the Services.
1.10. “Required Authorisation” means the authorisation of the relevant registration authority or Gambling Commission to register or license the Society allowing the Society to conduct the Lottery and to promote it in Great Britain in accordance with an approved scheme for the running of lotteries.
1.11. “Services” means the lottery administration services to be provided by PPS under the terms of this Agreement and the attached Schedules.
1.12. “Term” means the Initial Term and Subsequent Terms as more particularly detailed in Clause 3 of this Agreement.
1.13. “Acquisition Costs” means the fees described in Schedule 2 payable by the Society to PPS on an ongoing basis.
1.14. “Proceeds” means the total sales revenue of a Lottery draw.
1.15. “Expenses” means the fees excluding VAT described in Schedule 2 payable by the Society to PPS on an ongoing basis.
1.16. “Profit” means the Profit of each lottery, which is the gross Proceeds of the lottery, less Expenses and Prizes if prizes are allocated from the Proceeds.
1.17. “Diminishing Lottery” means a Lottery which is no longer marketed but meets all statutory and regulatory requirements. All Expenses and Payments remain unchanged unless agreed separately by both parties.
1.18. “Society” means any organisation or association or club whether incorporated or not whose legal or constitutional purposes match and comply with the requirements of the Gambling Act 2005 in terms of being recognised as a ‘Non-commercial society’ more fully defined within Part 1, clause 19 of the Gambling Act 2005).
2.1. PPS is engaged in the supply of lottery administration services.
2.2. The Society wishes to take advantage of those Services for the efficient administration of a Lottery.
2.3. This Agreement records the terms of the Services to be supplied by PPS to the Society.
3. Appointment and Term
3.1. The Society appoints PPS to carry out the Services for the Term in return for the Payments.
3.2. The Term shall be an initial period of three calendar years commencing on the date of the first Lottery draw made by PPS on behalf of the Society (the Initial Term).
3.3. 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.
3.4. 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.
4. PPS’s Obligations
4.1. To provide the Services detailed in the Schedules to this Agreement and to submit appropriate invoices and/or payment records monthly to the Society.
4.2. To pay to the Society no later than the last working day of the month following a billing period a sum equal to the Profits of the Lottery in the previous period. (See Schedule 2.)
4.3. To use reasonable care and attention in the provision of the Services and the performance of its obligations under this Agreement.
5. The Society’s Obligations
5.1. To make the Payments to PPS as follows:
5.1.1. The Acquisition Costs monthly as set out in Schedule 2
5.1.2. The Expenses monthly as set out in Schedule 2
5.1.3. At the discretion of PPS, where a Society’s lottery becomes near Diminishing (where the monthly Expenses figure would be less than £5) a minimum expense charge of £5 will be made, subject to the profit figure remaining at least 20% of the Proceeds as indicated in the Gambling Act 2005 and the Gambling Commission’s Licence Conditions and Codes of Practice (LCCP). For the
avoidance of doubt PPS will deduct fees monthly and account to the Society with the balance before the last working day of the following month.
5.2. To apply for, acquire and / or maintain the Required Authorisation and to notify PPS immediately if for any reason the Required Authorisation is not granted, suspended, withdrawn or otherwise invalidated.
5.3. To always comply with any registration requirements, licensing conditions, codes of practice and the Gambling Act 2005.
5.4. To ensure any third parties employed to act on the Society’s behalf to sell lottery chances are made aware of relevant registration or licence conditions, codes of practice ensuring that no one under the age of 16 is approached or invited to play and that Player’s date of births are recorded, responsible gambling is promoted, relevant staff are trained and the objectives of the Gambling Act 2005 are complied with both in detail and within the spirit of the context of the objectives.
5.5. Not to do or permit any act by which, in the opinion of PPS, PPS’s rights in the Intellectual Property may be prejudiced or put in jeopardy.
6. Gambling Act 2005 Compliance
6.1. Both Parties require the other Party to conduct itself in so far as the other Party carries out activities related to the Lottery as if they were bound by the same licence conditions and subject to the same codes of practice as the Party itself may be required to comply with.
6.2. Both Parties are obliged to provide each other with such information as the each Party may reasonably require in order to enable each Party to comply with its information reporting and other obligations to the Gambling Commission and or the Society’s Local Authority.
6.3. Either Party may, subject to compliance with any dispute resolution provisions of this contract, terminate the contract promptly in accordance with clause 8 of this Agreement if, in the Party’s reasonable opinion, the other Party is in breach of contract (including in particular terms included pursuant to this code provision) or has otherwise acted in a manner which is inconsistent with the objectives of the Gambling Act 2005, the Gambling Commission’s licensing objectives or the Society’s Local Authority requirements, including for any affiliates to either Party where the affiliates have breached a relevant advertising code of practice.
7. VAT and Other Taxes
7.1. 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.
7.2. Any VAT or other duties or taxes payable in respect of such sums shall be payable in addition to such sums.
7.3. We understand that some Societies and registered charities may be wholly or partially exempt from VAT and would ordinarily therefore not be able to reclaim the VAT applied to their Payments to PPS.
8.1. This Agreement may be terminated forthwith by either party giving Notice in writing to the other if the other party shall:
8.1.1. 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.
8.1.2. 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.
8.2. This Agreement may be terminated forthwith by PPS if the Society does not maintain or loses either permanently or temporarily the Required Authorisation.
8.3. This Agreement may also be terminated in accordance with the provisions of Clause 3 of this Agreement.
8.4. At termination, the Society may agree with PPS to run the lottery as a Diminishing Lottery.
9. Effects of Termination
9.1.1. The Society undertakes to PPS that upon termination of this Agreement howsoever arising it shall immediately pay to PPS all arrears of the Payments and any other sums due under the terms of this Agreement.
9.1.2. PPS undertakes to the Society that upon termination of this Agreement howsoever arising it shall immediately pay to the Society all arrears of the Payments and any other sums due under the terms of this Agreement.
9.2.1. The Society will deliver up to PPS any documents software or other property supplied to it by PPS for its use during the Term of the Agreement.
9.2.2. PPS will deliver up to the Society any documents software or other property supplied to it by the Society for its use during the Term of the Agreement.
9.3. 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.
10.1. 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.
10.2. 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 because of a breach of this clause or which is trivial or obvious.
10.3. 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.
11. Data Ownership and Protection
1.1. PPS will collect the following data from Players:
1.1.2. date of birth;
1.1.3. postal address;
1.1.4. email address;
1.1.5. mobile telephone number;
1.1.6. telephone number;
1.1.7. such other data as is necessary to process and administer the Player’s purchase of a Lottery chance.
1.2. All data relating to Players will be owned by the Society and licensed to PPS for use by PPS for the following purposes:
1.2.1. Administering the Lottery.
1.2.2. Marketing the lottery.
1.3. PPS shall ensure that Data is readily accessible to the Society.
1.4. PPS and the Society shall both act as Data Controllers and PPS shall act as a Data Processor in respect to Player’s data.
1.5. PPS will maintain sufficient technological and organisational security equivalent to that required under the sixth principle of the Data Protection Legislation.
1.6. Both Parties agree to comply at all times with the provisions of the Data Protection Act 2018 with regard to the Data.
12.1. Each of the parties warrants its power to enter into this Agreement and has obtained all necessary approval (if required) to do so.
13.1. The receipt of any Payments by either party shall not prevent them from questioning the correctness of any statement in respect of such money.
14. Force Majeure
14.1. Neither PPS nor the Society 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.
15.1. 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 PPS’s discretion it may be severed from this Agreement whereupon the remaining provisions of this Agreement shall remain in full force and effect.
16. Whole Agreement
16.1. 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.
17.1. 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.
18. Change of Address
18.1. 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.
19.1. 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.
19.2. 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.
20.1. 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.
21. Proper Law and Jurisdiction
21.1. 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.
22.1. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may, without the consent of the other, assign the Agreement to a controlled subsidiary of that party or a purchaser of all or substantially all of that party’s assets used in connection with performing this Agreement, provided the assigning party guarantees the performance of and causes the assignee to assume in writing all obligations of the assignor under this Agreement. The rights and obligations of this Agreement shall bind and benefit any successors or assigns of the parties.
23.1. 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.
24. Status of PPS
24.1. During the Term PPS shall be an independent contractor and shall not be a servant or partner of the Society.
24.2. In such capacity PPS 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.
24.3. PPS shall not be subject to directions from the Society as to the method in which it shall perform its work.
25.1. Each of the parties shall pay its own costs incurred in connection with this Agreement.
26.1. Under the Gambling Act 2005 each party is jointly responsible for the compliant promotion, facilitation and conduct of the lottery. Each party will indemnify the other from losses caused by their negligence.
27. Ad-hoc Promotional Activity
From time to time, PPS may offer additional ad-hoc promotional support for the Society at a cost to be determined at the time. This may be provided by a third-party service provider. The Society may choose to accept this support or not accept this support.
The Services to be provided by PPS:
1. Initial Set-Up:
1.1. Licence to use the design of the Lottery game.
1.2. An individual page on the Weather Lottery website
1.3. Advice and support on compliance, registration and licensing as may be required.
2. Lottery Administration:
2.1. Data capture of new Player’s information into the lottery software and amendment of existing Players details within the lottery software as required.
2.2. Administration Portal to allow player details, numbers, revenue information, invoice information downloads
2.3. The provision of a fully managed deposit processing system, covering cheques, cards and standing orders.
2.4. The processing, printing and postage of all new Player letters and any other letters produced from time to time directly to Players each week.
2.5. Dedicated Society’s help and advice during PPS office hours.
3. Player Prize Administration and Payment:
3.1. Weekly collection of winning numbers and identification and verification of winners.
3.2. Publishing the winning result on the Lottery Website and any other media which PPS deem appropriate.
3.3. Processing numbers and prize winners lists.
3.4. The processing, printing and postage of all prize winners’ cheques and letters.
3.5. Cover in full and arrange payment to lottery winners for the entire prize liability for every lottery draw. Prize winning cheques will remain valid for a period of six months from the date they are signed.
4. Marketing Services:
4.1. Ongoing advice on how to maximise your lottery income.
4.2. Promotion starter pack containing leaflets, entry forms and posters.
4.3. Provision of online adverts and website banners.
4.4. Provision of artwork for posters, leaflets and flyers.
4.5. Ongoing player communications to maintain player numbers.
4.6. Advice across offline and online marketing channels.
4.7. Lottery Helpline for Player enquiries operated during PPS office hours.
The Society authorises that marketing of the lottery may be undertaken by PPS without charge to the Society.
1.1. The Expenses shall comprise of two parts:
1.1.1. Prize Fee, where there is no VAT, is 15% of the gross Proceeds of each Lottery.
1.1.2. Payment of all prizes will be a liability of PPS.
18.104.22.168. In the event that the Prizes are greater than 15% of the proceeds, PPS will arrange to pay the outstanding prize balance.
22.214.171.124. In the event that Prizes are less than 15% of the proceeds, PPS will retain the balance.
1.2. The Services, outlined in Schedule 1, will be the net of Proceeds minus Prize Fee to leave 50% Profit for the Society.
2. Contract Termination and Diminishment
2.1. 1. In the event that the Society would like to terminate the contract, at the election of the Society, the Lottery may either:
2.2. Become a Diminishing Lottery as defined in clause 1.16, in which case;
2.2.1. The Lottery will continue.
2.2.2. The Lottery’s Players will be allowed to slowly decline to zero over time. Profit will continue to be generated until Players reach zero.
2.3. Be terminated, in which case;
2.3.1. PPS will transfer all Proceeds and player details to the Society. ii. The Society will be responsible for returning all Lottery Proceeds to the Players. iii. The Society will be responsible for stopping all Players from continuing to pay into the Lottery.
2.3.2. Prize Provision Services will charge an administration fee of the equivalent to 20% plus VAT, of the value of Proceeds held or continued to be received by PPS after the cancellation date on a continuing monthly basis by invoicing the Society until all Players within the Lottery cancel their regular payment to PPS.