GIVE AND WIN VOLUNTARY MEMBER TERMS
The following terms and conditions (“the Member Terms“) and the attached Annexures set out the basis upon which a Participating Charity (as defined below) may (subject to acceptance by the Society (as defined below)) enter into an agreement with the Society to participate as a member in the Give and Win Voluntary Lottery (as defined below) (“the Agreement“).
By submitting a Registration application on the registration page of the Give and Win Voluntary Site and by clicking on the “Accept” button, you agree on behalf of the Participating Charity that you represent that you have read these Member Terms, understand them and agree that the Participating Charity shall be legally bound by them and you warrant to the Society that you have the authority to enter into the Agreement on behalf of that Participating Charity.
You further acknowledge that by doing so, the Participating Charity is making an offer to the Society to enter into the Agreement subject to acceptance of Registration (as defined below) by the Society and that the Society reserves fully its rights to refuse any application.
Background and principal Objectives
(A) Capen Limited (“Capen“), a company registered in England and Wales (company number 8141955 (England)), an external lottery manager (certificate number 000-036257-R-317724-001) whose registered office is at B55, The Ugli Building, 56 Wood Land, London, W12 7SB, administers and manages a remote society lottery (“the Give and Win Voluntary Lottery“) and may operate other Fundraising Events on the Give and Win Voluntary Site for the Society as a tool to raise funds for the purpose of promoting charities. Capen is the External Lottery Manager (as defined under the Gambling Act 2005) and is contracted to run the Give and Win Voluntary Lottery. Capen owns the Give and Win Voluntary Site.
(B) This Give and Win Voluntary Lottery is promoted and operated by Voluntary Organisations Lotteries Society (“the Society”) whose office is at Society Building, 8 All Saints Street London N1 9RL.
(D) The Give and Win Voluntary Lottery and Give and Win Voluntary Site have been set up in such a way as to allow Participating Charities to run a microsite, hosted by Capen, through which the Participating Charity’s members and supporters can participate in the Give and Win Voluntary Lottery (“a Member Site“). Participating Charities will (unless the Entrant specifies otherwise) receive a portion of the sums paid by members entering the Give and Win Voluntary Lottery through the Member Site which may be used for the Participating Charity’s Permitted Purposes (as defined below).
1. Definitions and interpretation
1.1 In this Agreement the following terms shall have the following meanings:
Means the time of acceptance of Registration by (or on behalf of) the Society;
Has the meaning set out above;
Means the acceptable use policy relating to the use of the Give and Win Voluntary Site and the Member Site as revised from time to time (the current version of which is available at www.voluntary.giveandwin.co.uk);
|Competition Terms and Conditions||
Means the terms and conditions governing the applicable Fundraising Event(s) (and which will be made available at www.voluntary.giveandwin.co.uk);
Means any information relating to the subject matter of the Agreement including the existence and terms of the Agreement, User Data and other information relating to business, statistical and financial matters which is disclosed by one Party (“Disclosing Party“) to the other Party (“Recipient“) which is either marked ‘Confidential’ or ought reasonably to be considered as confidential;
Has the meaning given in the Data Protection Act 1998 (as amended from time to time);
Has the meaning given in the Data Protection Act 1998 (as amended from time to time);
|End User Terms||
Means the terms and conditions governing the use of the Give and Win Voluntary Site and the Member Site (and incorporating the AUP) as revised from time to time (the current version of which is available at www.voluntary.giveandwin.co.uk);
Means an individual entrant to the Fundraising Events or the Lottery, having purchased one or more tickets through the Member Site;
Means a prize competition or free draw or other promotion operated through the Give and Win Voluntary Site (and excluding the Give and Win Voluntary Lottery) where such promotion does not constitute a lottery as defined in the Gambling Act 2005 and is not the type of promotion or competition that requires a licence under the Gambling Act 2005;
|Give and Win Voluntary Site||
Means the website located at URL www.voluntary.giveandwin.co.uk;
|Give and Win Voluntary Lottery||
the weekly remote lotteries promoted by the Society;
|Intellectual Property Rights||
Means all copyright, patents, trademarks, service marks, design rights, rights in databases, moral rights, and other intellectual property rights in each case whether registered or unregistered and including any applications for the foregoing and all other similar rights anywhere in the world and the term “Intellectual Property” shall be construed as the subject matter of Intellectual Property Rights;
Means the remote society lottery promoted by the Society and operated through the Give and Win Voluntary Site, including the Member Site;
|Lottery Terms and Conditions||
Means the terms and conditions governing the Lottery as revised from time to time (the current version of which is available at www.voluntary.giveandwin.co.uk);
Means in relation to a Party, the trade marks, trade names, logos, signs and devices of that Party, in the case of the Society as set out in Annex 3 and in the case of Participating Charities, any trademarks, trade names, logos, signs and devices owned by a Participating Charity or by a third party which the Participating Charity provides to the Society for use in connection with the Lottery;
Means in relation to a Party, all materials created by or on behalf of that Party in relation to which the Party owns (or is licensed to use, other than under these Member Terms) the Intellectual Property in any medium whatsoever, owned by or licensed to that Party, in the case of the Society as described in Annex 4 and in the case of Participating Charities, any materials owned by a Participating Charity or by a third party which the Participating Charity provides to the Society for use in connection with the Lottery;
means the monetary proceeds received by the Society from Entrants who enter the Lottery through the Member Site;
Has the meaning given in term 3.1;
Means the share of the Member Proceeds payable to the Participating Charity in respect of the applicable quarter of the Term as calculated under Annex 2 (which is subject to amendment under term 7.4) and, for the avoidance of doubt, excludes Member Proceeds in respect of which the Entrant has not nominated the Participating Charity to be the recipient of the revenue share;
Means a voluntary organisation that has agreed to be bound by these Member Terms and wishes to benefit from the Give and Win Voluntary Lottery;
Means a party to this Agreement (and “Parties” shall be construed accordingly);
Means use of the Member Sums to promote the Participating Charity (as stated in the Registration or otherwise agreed with the Society);
Means the Lottery’s weekly cash prizes which are allocated and distributed in accordance with the Lottery Terms and Conditions;
Means the process by which an organisation that wishes to become a Participating Charity provides registration information to the Society through the Give and Win Voluntary Site; and “acceptance of Registration” means any acceptance of the Registration by the Society , such process being completed when the Society (in its absolute discretion) sends written confirmation to the applicant organisation that its application for Registration has been accepted;
Means the Initial Term and all Renewal Periods (which has the meaning given in term 2.1);
Means the United Kingdom;
Means either an Entrant or other visitor to the Member Site; and
Means personal data (as defined in the Data Protection Act 1998) and other information relating to a User.
Richard Williams, Society Building, 8 All Saints Street, London, N1 9RL is a member of the society who is designated, by persons acting on behalf of the society, as having responsibility within the society for the promotion of the lottery.
In these Member Terms:
1.2 Term headings are used for ease of reference only and shall not affect their interpretation.
(a) References to terms and Annexures are to terms of and annexures to these Member Terms.
(b) Words denoting the singular shall include the plural and vice versa. Words importing one gender include every gender.
(c) References to persons include an individual, company, corporation, firm, partnership, unincorporated association and any other form of entity.
(d) References to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to it as from time to time amended, consolidated or re-enacted and includes all instruments or orders made under such enactment.
1.3 In the event of any conflict or ambiguity in the provisions of these Member Terms and the annexures, the Member Terms shall take precedence.
2. Terms and registrations
2.1 The Agreement shall take effect on the Acceptance Date and continue in force for a term of one (1) year (“Initial Term”) and then be automatically renewed on expiry of the Initial Term for a period of twelve (12) months (“Renewal Period”) or at the end of a Renewal Period for further Renewal Periods unless and until terminated earlier under term 15 (“the Term”).
2.2 For the avoidance of doubt, the Society reserves fully its rights to refuse any application to Register to become a Participating Charity.
2.3 Without prejudice to the generality of term 2.2, the organisation seeking to become a Participating Charity acknowledges and agrees that the Society may discuss the Registration application of the applicant organisation (and, if accepted, the on-going activities of the applicant organisation) with the national governing body to which the applicant organisation is affiliated.
3. The member site
3.1 Subject to the compliance of the Participating Charity with these Member Terms, the Society shall host a micro-site on the Give and Win Voluntary Site meeting the functionality requirements set out in Part 1 of Annex 1 (“the Member Site”) for the Term.
3.2 The Member Site will (subject to terms 3.3 and 8.2 and the Participating Charity’s compliance with term 5) incorporate the Participating Charity’s Marks and Materials.
3.3 The Participating Charity acknowledges and agrees that the Society shall (subject to the approval requirements under term 8.2) have full editorial control over the content on the Member Site.
3.4 The Participating Charity acknowledges and agrees that (without prejudice to the generality of term 12) the Society may in its reasonable discretion suspend access to all or any part of the Member Site.
3.5 The Society will provide reasonable support in the use of the Member Site to the Participating Charity in accordance with the provisions of Part 3 of Annex 1.
3.6 Use of the Member Site by the Participating Charity shall be subject to the terms of the AUP. Use of the Member Site and participation in the Fundraising Events and the Lottery by Users and Entrants shall be subject to the AUP, the End User Terms, the Competition Terms and Conditions and the Lottery Terms and Conditions. The Participating Charity specifically acknowledges this and agrees that the Society may in its reasonable discretion accept or reject the registration of any User, or any entry to any Fundraising Event or Lottery made by a proposed Entrant. The Participating Charity further agrees that it will take all action required by the Society in respect of enforcement of the AUP, the End User Terms, the Competition Terms and Conditions and the Lottery Terms and Conditions against the Users and Entrants.
4. Payment and use of the member sums
4.1 The Society shall collect or arrange the collection of the Member Proceeds.
4.2 The Society shall pay the Member Sums arising in respect of the Member Proceeds within 60 days of the end of the applicable quarter.
4.3 The Society shall pay the Member Sums to the account of the Participating Charity listed in the Registration or otherwise agreed between the Participating Charity and the Society.
4.4 The Participating Charity acknowledges and agrees that the Society has not made any representation of the Member Sums being any guaranteed amount and that it is possible that the aggregate Member Sums may be zero.
4.5 The Participating Charity undertakes to the Society to ensure that all Member Sums are used solely for the Permitted Purpose and to comply with the obligations of term 4.6 in order for the Society to verify this. Without prejudice to the provisions of term 12, the Society shall be entitled to withhold any Member Sums in the event that it is not satisfied that the Participating Charity has complied fully with its obligations under this term 4.5.
4.6 Without prejudice to the audit provisions under term 11 (which shall apply at any time during the Term and following its expiry), the Participating Charity shall provide a statement to the Society not later than 30 days after the end of every quarter (with a quarter ending on each of 31 March, 30 June, 30 September and 31 December in each calendar year) in the Term setting out the uses that have been made of any Member Sums received in that quarter.
4.7 Any breach by the Participating Charity of the provisions of terms 4.5 and 4.6 shall constitute a material breach of these Member Terms for the purposes of term 15.1(a).
5. The fundraising events and the lottery
5.1 The content and dates of all Fundraising Events shall be as determined by the Society in its sole discretion and shall be subject to the Competition Terms and Conditions.
5.2 The dates of the Lottery shall be as determined by the Society in its sole discretion and shall be subject to the Lottery Terms and Conditions.
5.3 The Participating Charity agrees to, at its own cost, promote the Fundraising Events and the Lottery to such extent (if any) as the Society may require (and subject always to the provisions of term 8). Such promotion will include, if so directed by the Society, (a) sending an email to all persons within the Participating Charity’s marketing database who have consented to receive marketing emails of that kind; and (b) including a link to the Member Site and/or the Give and Win Voluntary Site from the Participating Charity’s own main website.
6. Participating member obligations in respect of the design of the member site
6.1 The Participating Charity shall, within 28 days of the Acceptance Date provide to the Society in the format reasonably required by the Society:
(a) the Participating Charity’s Materials which the Participating Charity wishes to be included on the Member Site; and
(b) graphical representations of the Participating Charity’s Marks.
6.2 Any subsequent amendments to the Participating Charity’s Materials and/or Marks shall be subject to the discretion of the Society (and may be subject to a charge).
6.3 The Participating Charity shall ensure that at all times the information provided by or on behalf of the Participating Charity to the Society (or any third party on behalf of the Society) including (but not limited to) its Materials and Marks is accurate and up to date, complies with applicable laws and regulations and the AUP and does not infringe the Intellectual Property Rights or other rights of any person.
7. Reporting Obligations in respect of the member sums
7.1 The Society shall provide or make available to the Participating Charity a quarterly report containing particulars of the Member Proceeds and Member Sums for that quarter and shall, on request, make available to an authorised officer of the Participating Charity at a reasonable notice and at a reasonable time any books, documents or other records (howsoever kept) which relate to the calculation of the Member Proceeds and/or the Member Sums in accordance with term 11.
7.2 The percentage of the Member Proceeds calculated as the Member Sums is inclusive of VAT and, where VAT is required to be paid by applicable law on the Member Sums, the Participating Charity shall be responsible for accounting to HMRC for the applicable amount of VAT. In such circumstances, the Society shall provide a valid VAT invoice giving the necessary details of the taxable supply.
7.3 If any sum payable under these Member Terms which is not the subject of a bona fide dispute is not paid by the due date then the party to which payment is due reserves the right to charge interest at a rate of three (3) % per annum above the Bank of England base rate from time to time on any payment or part payment overdue calculated from the due date. Both parties acknowledge and agree that the interest payment set out in this term 7 is, in the context of the activities contemplated under these Member Terms, a “substantial remedy” for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998 (as amended from time to time).
7.4 In the event that the Society wishes to change the basis for calculating the Member Sums, the Society shall give the Participating Charity at least one (1) month’s prior written notice of the proposed changes. In the event that the Participating Charity does not accept the proposed changes, the Participating Charity shall within 30 days notify the Society, which notice shall be deemed to be notice to terminate the Agreement for convenience pursuant to term 15.3 provided that the proposed changes shall not take effect during the notice period. In the event that the Participating Charity does not so notify the Society, the Participating Charity is deemed to accept the revised Member Sums, which shall be effective on the day following the expiry of the one month notice period.
7.5 This Clause 7 shall survive termination of the Agreement.
8. Intellectual Property
8.1 Each Party (“Licensor“) grants to the other Party (“Licensee“) an irrevocable (except as set out in these Member Terms), royalty-free, non-transferable, non-exclusive licence (with no right to sub-licence) for the Term to use the Materials and Marks of the Licensor in the Territory to the extent set out in these Member Terms. In respect of the Society, these rights shall be limited to the Materials and Marks as set out in Annex 3 (as may be revised from time to time on notice to the Participating Charity).
8.2 Each Party (“Using Party“) shall only use the Materials and Marks provided by the other Party (“Owning Party“) in good faith for the purposes of its rights and obligations in connection with the Give and Win Voluntary Lottery (only), without alteration, in strict accordance with guidelines or instructions of the Owning Party and for the sole benefit of the Owning Party.
8.3 The Using Party shall not challenge or assist others in challenging the validity of such Marks or attempt to register in any jurisdiction any confusingly similar marks.
8.4 Nothing in this Agreement shall operate to transfer title in the Owning Party’s Marks or Materials to the Using Party. Intellectual Property Rights in anything created by a Party during the Term shall be vested in that Party provided that ownership of the underlying Intellectual Property Rights incorporated in those materials shall belong to the Party owning the underlying Materials.
8.5 In the event that the Participating Charity does not consent to a proposed use of its Materials and/or Marks by the Society, then the Society shall consult with the Participating Charity but shall be under no obligation to include the Materials and/or Marks in any format in the relevant marketing materials or on the Member Site. In circumstances where it is not possible for the Society to perform its obligations under these Member Terms or otherwise in relation to the Give and Win Voluntary Lottery without the consent of the Participating Member, then the provisions of term 17 shall apply.
8.6 This term 8 shall survive termination of the Agreement.
9. Data Protection
9.1 The Parties agree that for the purposes of the Data Protection Act 1998 (as amended), the Society shall (as between the Parties) be the Data Controller in respect of all User Data and the Participating Member shall be a Data Processor.
9.2 Without prejudice to term 9.1, the Participating Member acknowledges and agrees that it shall comply and shall procure the compliance of its personnel with (i) the Society and (ii) the Data Protection Act (including in particular, but not limited to the requirements under Part II of Schedule 1 applying under the seventh principle) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 in all uses of the User Data made in performing its rights and obligations under the Agreement.
9.3 This term 9 shall survive termination of the Agreement.
10.1 Throughout the Term and following its expiry or termination, each Party shall and shall procure that each of its employees, subcontractors and agents to whom Confidential Information of the other Party is made available shall keep secret and treat in the strictest confidence all Confidential Information of the other Party (and its subcontractors and agents) and shall not use such Confidential Information except to implement its rights under these Member Terms.
10.2 The obligations under this term 10 shall not extend to any Confidential Information which the recipient can demonstrate to the reasonable satisfaction of the other Party that the information to be disclosed or used:
10.3 is required by law to be disclosed pursuant to an order from a court or other regulatory body having competent jurisdiction provided that the Recipient gives prompt notice to the Disclosing Party of such order or process prior to any disclosure and consults with the Disclosing Party on the advisability of seeking a protective order or other means to preserve the confidential treatment of the Confidential Information and the disclosure is the minimum amount required to comply with such order; or
(a) is acquired from a third party who owes no obligation of confidentiality in respect of the relevant information; or
(b) is or becomes generally available to the public other than as a result of a breach of this term 10.
11.1 Subject to terms 11.2 and 11.3, during the Term and for a period of 12 months thereafter (or such other period as is specified in the applicable Clause of these member Terms), each Party (“Audited Party”) shall give the other Party (“Auditing Party”) access to the relevant records which relate to the Auditing Party and this Agreement (collectively “Records”), to the extent reasonably necessary to enable the Auditing Party to fulfil any legal, statutory or other reporting obligations or to determine the Audited Party’s compliance with its obligations in respect of this Agreement.
11.2 The Auditing Party shall (and shall procure that its auditors shall) at all times when undertaking an audit, comply with the Audited Party’s reasonable security and confidentiality procedures, shall take all reasonable steps to minimise any disruption which may be caused to the Audited Party’s business by such audit.
11.3 The Audited Party shall provide the Auditing Party and/or its auditors with all reasonable assistance in exercising their right of audit.
11.4 Save to the extent required by applicable law or regulation, in respect of term 4 or as otherwise agreed between the Parties, audits conducted in accordance with this Clause 11 may only be conducted once in a 12 month period on normal business days and is subject to the Auditing Party providing the Audited Party with no less than thirty (30) days prior written notice of its intention to carry out an audit.
11.5 Should any inspection or review reveal that the Society’s invoices for the audited period are not correct, the Society shall promptly pay the Participating Member for the amount of any underpayment or invoice the Participating Member for the amount of any overpayment.
11.6 Each Party shall bear its own internal costs of such audit provided that the reasonable costs of any third party engaged in relation to such audit shall be paid by the Auditing Party.
11.7 This term 11 shall survive termination of the Agreement.
12.1 The Participating Charity acknowledges and agrees that save to the extent expressed in these Member Terms and as permitted by applicable law, the Society provides the Member Site on an ‘as is’ basis and the Society makes no representations or warranties, either express or implied, of any kind:
(a) with respect to the Member Site (including its operation, content, information or materials); or
(b) that the Member Site will operate without interruption or be timely, secure or error free;
and that the Society disclaims all warranties, express or implied, of any kind with respect to the Member Site and its use including but not limited to satisfactory quality, fitness for purpose, non-infringement and availability, to the maximum extent permitted by law.
12.2 This term 12 shall survive termination of the Agreement.
13. Limitation of Liability
13.1 Nothing in these Member Terms shall limit either Party’s liability for fraud, for death or personal injury caused by that Party’s negligence or the negligence of its employees or for any liability which cannot be excluded by applicable law.
13.2 Subject to term 13.1 above, neither Party shall be liable to the other Party for loss of data, loss of profits, loss of revenue, loss of goodwill or damage to reputation, loss of anticipated savings or for any indirect or consequential loss or damages.
13.3 Subject to term 13.1 above but excluding liability under term 14 and obligations to make payments under term 7 this Agreement, each Party’s aggregate liability to the other Party under this Agreement shall be limited to £2,000 per claim or series of claims to be capped at a maximum aggregate amount of £20,000.
13.4 This term 13 shall survive termination of the Agreement.
14.1 Subject to terms 14.2 and 14.3 below, each Party (the “Indemnifying Party”), shall at its own expense indemnify the other Party against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs suffered by the other Party (the “Indemnified Party”) arising out of or in connection with (a) the infringement of any Intellectual Property Rights of any third party to the extent attributable to the authorised use by the Indemnified Party of Materials or Marks of the Indemnifying Party provided to the Indemnified Party; or (b) the Indemnifying Party’s failure to comply with all applicable laws, rules and regulations.
14.2 If circumstances arise which may reasonably be considered likely to give rise to a Claim), the Indemnified Party shall:
(a) as soon as reasonably practicable, give written notice of the Claim to the Indemnifying Party specifying the nature of the Claim in reasonable detail;
(b) not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed), provided that the Indemnified Party may settle the Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to the Indemnifying Party, but without obtaining the Indemnifying Party’s consent) if the Indemnified Party reasonably believes that failure to settle the Claim would be prejudicial to it in any material respect; and
(c) give the Indemnifying Party access at reasonable times (on reasonable prior notice) to its relevant accounts, documents and records so as to enable the Indemnifying Party and its professional advisers to examine them and to take copies (at the Indemnifying Party’s expense) for the purpose of assessing the Claim.
14.3 The Indemnified Party shall take reasonable steps to mitigate any loss or liability in respect of the Claim.
14.4 This term 14 shall survive termination of the Agreement.
15.1 Each Party may terminate the Agreement immediately by giving written notice to the other Party if:
(a) the other Party commits a material breach of these Member Terms, provided that where such breach is capable of remedy the defaulting Party has been advised in writing of the breach and has not rectified it within thirty (30) days of receipt of such advice; or
(b) the other Party goes into liquidation, becomes insolvent (i.e. unable to pay its debts in the ordinary course as they become due) or is the subject of any liquidation or insolvency proceeding which is not dismissed within ninety (90) days, makes an assignment or arrangement for the benefit of creditors, ceases or threatens to cease to carry on its business or its financial position otherwise deteriorates to such an extent that in the opinion of the other Party, its ability adequately to fulfil its obligations under the Agreement is placed in jeopardy.
15.2 The Society shall also be entitled to terminate the Agreement immediately by written notice if the Participating Charity ceases to be affiliated to the national governing body or otherwise loses its charitable status.
15.3 Each Party may also terminate this Agreement for convenience at any time during the Term by giving 3 months’ prior written notice to the other Party.
16. Consequences of Termination
16.1 Upon expiry or termination of the Agreement for any reason:
(a) all rights and obligations of the Parties shall cease to have effect immediately upon termination of this Agreement except that termination shall not affect the accrued rights and obligations of the Parties at the date of termination nor any provisions of these Member Terms that expressly or impliedly survive termination; and
(b) each Party shall immediately pay to the other all amounts due under the Agreement; and
(c) each Party shall, at the request of the other Party, return to the other Party or destroy all Confidential Information received from such other Party; and
(d) the Society shall provide the Participating Charity with copies of records retained by the Society in relation to Entrants in compliance with HMRC audit requirements provided that the Society shall continue to store such records to the extent necessary for its own regulatory compliance.
17. Force Majeure
17.1 Save for a Party’s obligations to make payments when due, neither Party shall be deemed to be in breach of the Agreement or have any liability to the other in so far as it is prevented from performing its obligations under the Agreement by reason of any circumstances beyond its reasonable control provided that the that the affected Party shall promptly notify the other Party in writing of the cause, the likely duration and its effect on the performance of the affected Party’s obligations under these Member Terms and take reasonable steps to mitigate the duration and effect of the circumstances on its performance of its obligations under the Agreement.
18. Protection of customer funds
18.1 Capen holds all customer funds in a separate client account on behalf of the societies we act for and these funds are transferred to the society on a regular basis. All remote operators licensed by the Gambling Commission have an obligation to hold separate accounts for proceeds. This is to protect the player in the event of an insolvency incident.
19.1 These Member Terms together with the Annexures to them set out the entire agreement and understanding between the Parties in relation to their subject matter and supersedes all prior agreements, understandings or arrangements (oral or written) in respect of the subject matter of the Agreement.
19.2 Each Party acknowledges that it has entered into the Agreement in reliance only on the representations, warranties promises and terms contained in this Agreement and, save as expressly set out in the Agreement, each Party shall have no liability in respect of any other representation, warranty or promise made prior to the date of the Agreement unless it was made fraudulently.
19.3 The Agreement shall not be assigned, sub-contracted or otherwise transferred by the Participating Charity without the prior written consent of the Society.
19.4 The Society shall be entitled to sub-contract its obligations under the Agreement without notice to or the consent of the Participating Charity.
19.5 Other than as set out in term 7.4 no purported variation of the Agreement shall be effective unless it is in writing and signed by or on behalf of each of the Parties.
19.6 To the extent that any provision of the Agreement is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of the Agreement and it shall not affect the enforceability of the remainder of the Agreement. In such circumstances, the Parties shall seek, in good faith, to agree an amendment to the affected provision(s).
19.7 No single or partial exercise, or failure or delay in exercising any right, power or remedy by any Party shall constitute a waiver by that Party of, or impair or preclude any further exercise of, that or any right, power or remedy arising under the Agreement or otherwise.
19.8 No announcement concerning the terms of the Agreement shall be made by or on behalf of the Participating Member without the prior written consent of the Society, such consent not to be unreasonably withheld or delayed. The Participating Charity acknowledges and agrees that the Society shall be free to make any reasonable announcement regarding the Agreement, including naming the Participating Charity as a participant in the Give and Win Voluntary Lottery.
19.9 The relationship between the Parties is that of independent contractors and nothing in the Agreement is intended to, or should be construed as creating, a partnership, agency, joint venture or employment relationship.
19.10 No term of the Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a Party to it.
19.11 Any notice to a Party under this Agreement shall be in writing signed by or on behalf of the Party giving it and shall, unless delivered to a Party personally, be left at, or sent by prepaid first class post or email to the address of the Party as set out in this term 18.11 or as otherwise notified in writing from time to time.
(a) For notices to the Society:
(i) Postal address: Society Building, 8 All Saints Street, London N1 9RL
(ii) Email: email@example.com
(b) For notices to the Participating Charity, the address and email address set out in the Registration application.
(c) A notice shall be deemed to have been served:
(i) if delivered personally: at the time of delivery;
(ii) if sent by prepaid first class post: forty-eight (48) hours after posting;
(iii) if sent by email: two (2) hours after transmission (confirmed by a delivery confirmation);
But, in all cases, where delivery would otherwise be deemed to have occurred outside of the hours of 09:00 to 17:30 on a working day that is not a bank holiday, delivery shall instead be deemed to have been made at 09:00 on the next normal business day.
19.12 The Agreement shall be governed by and construed in accordance with English law. Each of the Parties irrevocably submits for all purposes in connection with the Agreement to the exclusive jurisdiction of the courts of England.
19.13 This term 18 shall survive termination of the Agreement.