The purpose of this platform is to provide prize competition companies the opportunity to have a fully managed website platform to run and sell tickets for their competitions.
In consideration of the mutual covenants and Agreement herein contained and specified in this ‘SaaS’ Agreement, The Parties hereby agree as follows:-
The Headings in this Agreement are for reference only and do not form any part of this Agreement.
3.1 “Agreement”- the Agreement set out in this document including any Schedules and agreed amendments from time to time
3.2 “Assumptions” – as detailed in the specification
3.3 “Business day” – means any weekday other than a bank or public holiday
3.4 “Business Hours” – means the hours of 09.00 am and 17.00 pm GMT/BST
3.5 “Charges” – the agreed Charges for the Services supplied as agreed between the Parties from time to time
3.6 “Confidential Information” – Information ( however recorded or preserved ) acquired by a Party under this Agreement which is confidential
3.7 “Customer” – The Party in this Agreement
3.8 “Customer Data” – Means all data, works and materials, uploaded to or stored on the Platform by the customer; transmitted by the platform at the instigation of the Customer; supplied to the provider by the customer for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer ( but excluding analytical data relating to the use of the Platform and server log files).
3.9 “Customer Indemnity Event” – as per clause 16
3.10 “Deposit and Set-up/Implementation Fee” – [amount agreed], to be paid on the effective date, non-refundable, except and if only both payment gateways decline the site.
3.11 “Documentation”- any documentation associated with and referred to under this Agreement
3.12 “Data Protection” – all and any current and applicable data protection laws and regulations
3.13 “Effective Date” – The start date of this Agreement
3.14 “Fee” – The License Fee and the Implementation Fee detailed in this Agreement
3.15 “Force Majeure” – clause 21
3.16 “Go Live”- The first live use of the Software as specified under this Agreement
3.17 “Hosted Services” – as specified, which will be made available to the Customer by the Provider
3.18 “Hosted Services Specification” – means the specification for the Platform and Hosted Services as set out in clause 9 and Schedule 2
3.19 “Implementation Processes” – as detailed in Schedule 1
3.20 “Implementation Services”- as described under the Implementation processes
3.21 “Initial Period” – the period that this Agreement runs after the Effective Date
3.22 “Intellectual Property Rights”- All rights to inventions, copyright, patent and related rights, moral rights, trademarks, service marks, business names, and domain names, goodwill, rights in designs, rights in computer software, database rights, confidential information ( including trade secrets and know how) and all other intellectual and industrial property and similar rights whether registered or un-registered and including, (a) all renewals and extensions of these rights and (b) all applications and rights to apply for and be granted these rights which subsists in any part of the world.
3.23 “License” – As detailed in Clause 5.
3.24 “Monthly Subscription” – [amount agreed] Invoiced in full for the twelve-month period, once the set up is complete with the option to pay on a monthly instalment basis of [amount agreed] per month by direct debit. This subject to the server space thresholds. Once the 12 month period is complete another invoice will be created for the next 12 month period.
3.25 “Parties” – Raffle Labs Ltd and the Customer who are named in this Agreement.
3.26 “Platform”- means the application and data base software for the Hosted Services, the system, and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed.
3.27 “Software” – That Software which is the subject of this Agreement
3.28 “Schedules” – These Schedules which are attached to this Agreement and form an integral part of it.
3.29 “Service” – All the Services referred to in this Agreement.
3.30 “Set Up Services” – the Services supplied in setting up this software
3.31 “Software” – The Raffle Labs Ltd Software and Services used to provide the Software Services.
3.32 “Software Services” – the Services supplied in the supply of the Software
3.33 “Specifications” – As set out in Schedule 3.
3.34 “Support” – the Support Services as set out in clause 7 and Schedule 2
3.35 “Supported Web Browser” – means any web browser that the provider agrees in writing shall be supported
3.36 “Term”- from the Effective date until termination including after the Initial Period and any term or Termination thereafter.
3.37 “Training” – the resources made available
3.38 “Users” – Permitted User
3.39 “Year” – the period of twelve (12) months from the Effective Date.
4.1 All singular words include plurals and vice versa.
4.2 Any words denoting gender includes all genders.
4.3 Any reference to a person shall include reference to an individual, partnership, an unincorporated association and a body corporate;
4.4 Any reference to any Party shall also include their personal representatives, successors in title and permitted assigns;
4.5 The word Term does not exclude anything not listed.
4.6 The words and phrases, such as, other, in particular and including do not limit the generality-of any words preceding them nor shall allow to be limited or construed and such words of the same class where a wider construction of that word is possible or probable.
- Terms, License and Charges
5.1 Raffle Lab Limited hereby grants to the Customer, a non-exclusive, non-sub-licensable, non- assignable, royalty free license, this to include any documentation, in the United Kingdom, to access and use the Service solely for the Customers business operations in accordance with the Terms of this Agreement.
5.1.1 The Provider reserves the right to display all aspects of work, including sketches, work-in-progress designs and the completed live website on their portfolio and future marketing campaigns including case studies unless otherwise agreed in Schedule 3 Specifications.
5.1.2 The Provider reserves the right to display a “Created By Raffle Labs” link or similar at the bottom of the live site that links back to the Raffle Labs website.
5.1.3 If The Customer requires a white label service then a separate price and agreement can be arranged and specified in Schedule 3 Specifications.
5.2 The Customer has no rights to sub license, assign the benefit of any of the License or documentation or any part thereof under this Agreement.
5.3 The Customer agrees to pay the Charges for the Services in Raffle Labs Ltd within these specific Terms
5.4 The Initial deposit/Implementation Invoice, is payable before Implementation services can commence.
5.5 All undisputed invoices issued in Raffle Labs Ltd with this Agreement shall be paid by the Customer in cleared funds no later then thirty (30) days from the date of the issued invoice, save for the provisions described relating to the monthly subscription in clause 5.7.1.
5.5.1 Where the Customer elects to pay the Annual subscription/License Fee on a monthly subscription basis, Raffle Labs Ltd will issue an annual invoice at the start of the License period and such monthly payments will be collected by direct debit on the agreed date each month.
5.6 Any invoices which are disputed by the customer should be brought to the attention of Raffle Labs Ltd within 15 days of the date of issue and any undisputed amount shall be paid on the due date by the Customer to Raffle Labs Ltd. Both Parties shall act reasonably and without delay to agree to any disputed sums within 15 days of any notification.
5.7 If the Customer fails to make any payment, when due, any undisputed invoices and in accordance with this Agreement, without affecting any other rights or remedies which Raffle Labs Ltd may have, Raffle Labs Ltd shall be entitled to:-
5.7.1 Charge interest at the rate of 4% over the Bank of England Base rate, on any overdue sum, such interest shall accrue from day to day ( both before and after any judgement ) from the date payment was due until payment is made in full, to Raffle Labs Ltd, including all and any accrued interest; and
5.7.2 Suspend the supply and/or access to the Software Services to the customer until such all amounts have been paid, provided that Raffle Labs Ltd gives the Customer 14 days prior written notice of such suspension. A re-activation fee of £50.00 will be required to allow resumption of any suspended Services. Thereafter should any payment remain unpaid after 60 days all Services will be fully deleted from the Server.
5.8 The Customer may not for any reason make deduction from or set off against any payment due to Raffle Labs Ltd.
5.9 On the Anniversary of the Effective Date annually, Raffle Labs Ltd shall be entitled to, but is under no obligation to, increase the Annual License Fee by (1) inflation as measure by the Retail Price Index ( RPI ) as published by the Office of National Statistics and/or (2) 5%, such increase will be notified to the Customer at least 30 days prior to such anniversary date.
- Software and Set Up Services
6.1 Raffle Labs Ltd, will as soon as possible, after the Effective Date, make available to the Customer the Software and Documentation in a usable version and assist in the Implementation Process.
6.2 Raffle Labs Ltd shall make available and supply all required Implementation Services as needed to ensure the Software reaches a Go Live position as soon as reasonably and practicably possible after the Effective Date.
6.3 The Customer shall not use the Software and any associated Documentation other than as described under the terms of this Agreement.
6.4 The Customer acknowledges and agrees that they have no rights to access in source code form or in any unlocked code form any of the Software.
6.5 The Customer acknowledges and agrees that it must not attempt, under any circumstances whatsoever, to remove, circumvent or alter any of the Security devices present which are in place to protect the integrity and the facilities of the Software.
6.6 The Customer acknowledges and agrees not to use any systems, processes or any other software which may interfere with or in connection with any circumvention or the protection of any security devices within the Software.
- Services, Support and Scheduled Maintenance
7.1 The Raffle Labs Ltd shall Provide to the Customer the agreed Services with all reasonable skill and care and to accepted industry standards.
7.2 Raffle Labs Ltd agrees to supply to the Customer any updates, new releases but this by separate Agreement. These are not included within the Terms of this Agreement.
7.3 Raffle Labs Ltd, subject to the terms of this Agreement, shall always use its best endeavours to meet agreed timescales in respect of the supply of the Services under this Agreement. The Customer acknowledges that “Time is not of the Essence” in this Agreement.
7.4 The Provider may from time to time suspend the Hosted Services for the purposes of Scheduled Maintenance to the Platform.
7.5 The Provider shall ensure that all such Scheduled Maintenance shall be carried out outside of normal business hours.
7.6 The Provider shall give the customer reasonable notice of such Scheduled Maintenance.
7.7 The Provider shall provide to the Customer during the term of this Agreement:
7.8 The Support Services with reasonable skill and care and in accordance with Schedule two (2) of this Agreement
- Customer and Provider Responsibilities
8.1 Appoint a suitably qualified and experienced representative to liaise and provide all resources needed by the Provider to assist with the Implementation Process in respect of this Agreement.
8.2 Make available to the Provider all of the qualified and suitably experienced staff which may be required to ensure that the Implementation Process can proceed without undue delay or fault.
8.3 Ensure that all relevant members of staff are professionally trained in procedures of the Software and its proper use.
8.4 Ensure that any third parties who become a User of the Software are subject to the same terms and conditions as set out in this Agreement.
8.5 Immediately inform the Provider if there is any change in use of the Software Services.
8.6 It is acknowledged and agreed that the Provider confirmed that the Customer should not allow highly sensitive data ( e.g. personally identifiable data of a financial nature ) to be added to the free format text capture areas of the Software Services or contained in any documents attached to the system generated by the Software.
8.7 The Provider will provide support for the Services ( “Service Support”) supplied during normal working hours, which for the benefit of doubt shall being Monday to Friday 9.00 am until 17.00 pm this excluding any public holidays.
8.8 Any Service Support provided outside of these hours shall only be by agreement of both parties and charged at such a rate as agreed between the Parties for outside “Service Support” hours.
8.9 An “Initial Response” shall be provided to any notification received of an error in the Services supplied and actions will be identified which will be required to rectify the error. The Provider will supply at this time a person who shall be the contact for the Customer until such time as the error is resolved. All and any other requests, outside of these parameters, will be progressed in a timely manner.
8.10 Backups of both the website and the database will be completed once a day with a rolling 7-day backup kept on file in the event of a website or database failure. If further backups are required, then it can be requested by the Customer and implemented as an additional extra fee.
- Hosted Services and Security
9.1 The Provider shall supply to the Customer, upon completion of the Set Up Services, the necessary skills and access codes to enable the customer to access and use the Hosted Services.
9.2 The Customer shall implement and maintain reasonable security measures relating to the access credentials to ensure that no person or application may gain access to the Hosted Services by means of those access credentials.
9.3 The Customer must ensure that all persons using the Hosted Services only do so with the customer’s specific authority.
9.4 The Customer and its authorised Users, must not use the Hosted Services in any way that causes or could cause damage to the Hosted Services or Platform or impairment of the availability or access ability of the Hosted Services
9.5 The Customer must not use the Hosted Services:
9.5.1 In any way which us unlawful, illegal, fraudulent or harmful;
9.5.2 In connection with any unlawful, illegal, fraudulent, or harmful purpose.
- Exclusions of Liabilities
10.1 To the maximum permitted by law;-
10.1.1 In no event shall Raffle Labs Ltd or its, directors, officers, employees, shareholders, agents or representative be liable to the Customer for any loss of revenue, profits contracts, anticipated savings, business or investment opportunity, goodwill or reputation, nor for any indirect, consequential exemplary, incidental, punitive or special damages, howsoever caused whether based in contract, tort or other product or strict liability and regardless of whether such party is made aware of the possibility of such damages.
10.1.2 In no event shall Raffle Labs Ltd or its directors, officers, employees, shareholders, agents or representatives be liable for any damages or loss.
10.1.3 Subject to the exclusions above, the total aggregate of liability for any claim shall be limited to 125% of the amount paid by the Customer under this Agreement in any Year preceding the date on which such claim arose.
10.2 Subject the exclusions above the total aggregate liability of Raffle Labs Ltd in respect of any claims arising out of or in connection with clause 14, Intellectual Property and clause 15, Confidentiality shall in all and any circumstances be limited to £1,000,000 per claim this whether nor not the claim has arisen under tort, breach of contract or any other indemnity.
10.3 Neither Party shall exclude liability to the other for the death or injury of any person caused by negligence.
10.4 Neither Party shall exclude liability to the other for fraud or fraudulent misrepresentation.
10.5 Neither party shall exclude liability to the other for any other matter which, by law, may not be excluded.
10.6 Raffle Labs Ltd shall not be liable for any legal actions and/or third party claims arising from the relationship between the Customer and its customers in relation to the Services supplied and the use of them by the Customers, customers.
10.7 Although Raffle Labs Ltd provide template terms and conditions that can be placed on your website it is the Customers responsibility to have these terms and conditions checked by their own legal representative.
11.1 The Customer acknowledges and agrees that the Services and any associated documentation, material or information provided by Raffle Labs Ltd is on an “as is” and “ as available” basis and that Raffle Labs Ltd, to the maximum extent and permitted by law disclaims any and all warranties, whether express, implied or statutory including without limitations, the implied warranties for merchantability, fitness for a particular purpose, functionality, title and non-infringement, in addition the Customer acknowledges and agrees that Raffle Labs Ltd does not warrant or represent that Services supplied will conform with its specifications or meet the Customers’ needs or requirements.
12.1 The Provider and the Customer may, in their absolute discretion and without liability or notice to the other, with or without cause, with or without prior notice and at any time:
12.1.1 terminate these terms by thirty (30) days written notice to the other; and
12.1.2 cancel this agreement.
12.2 Upon termination the Customer will promptly pay the Provider any amounts the Provider reasonably determines the Customer owes the Provider entirely which the Customer is legally obligated to pay.
12.3 The Provider shall cease delivery of any and all Services provided by the Provider under this Agreement. The Customer shall cease upon the delivery of the notice to use all and any Services supplied by the Provider.
- Termination and its Consequences
13.1 If any Party is in material breach of this Agreement, this to include non or late payment, which though remedy be requested, in writing within thirty (30) days of the breach fails to remedy, without prejudice to all other rights and remedies and any option to terminate this Agreement, or if the breach is incapable of remedy, either Party can terminate this Agreement forthwith giving the other Party notice of Termination in writing if;-
13.1.2 if any Party is unable to pay its debts when they fall due;-and/or
13.1.3 if any Party becomes insolvent; and/or
13.1.4 if any Party has an order or a resolution is passed for its administration, winding up or dissolution ( other than for amalgamation or reconstruction ); and/or
13.1.5.if any Party has an administration, receiver, trustee, or liquidator or similar officer is appointed; and/or
13.1.6 if any Party enters into or proposes any composition or arrangement with its creditors generally; and/or
13.1.7 if any Party enters into any other form of agreement or arrangement analogous with any form of debt or indebtedness.
13.2 Upon termination of this Agreement, howsoever terminated, in whole or in part any provision in this Agreement by their intention are to survive termination will do so.
13.3 All Customer access to any part or to the whole to the Services provided under this Agreement will be terminated.
13.4 Both Parties shall promptly pay to the other all and any monies due, ( without prejudice to any other rights or remedies ) which are undisputed.
13.5 Raffle Labs Ltd shall return, to the Customer, delete or destroy all and any data held, the Customer shall pay all and any reasonable costs for this.
- Intellectual Property
14.1 The Customer hereby acknowledges and agrees Raffle Labs Ltd and its third-party suppliers and companies exclusively own all rights, title and interest in and to the Service supplied, and any associated documentation, content, and deliverables (collectively, the “Documentation”) developed and/or provided during the Services and all Intellectual Property Rights therein.
14.2 As used herein, “Intellectual Property Rights” means all patents, copyrights, trademarks, service marks, trade secrets, software, software data and confidential and proprietary rights therein, and all goodwill associated therewith.
14.3 The Customer also acknowledges that the Service and Documentation contain confidential, proprietary information and trade secrets belonging to Raffle Labs Ltd, as well as its third-party suppliers and companies, and that nothing herein gives Customer any right, title or interest in the Service, Software or Documentation except for Customers limited express rights granted by License under this Agreement.
14.4 Raffle Labs Ltd shall be entitled to the unrestricted use and dissemination of any questions, comments, suggestions, ideas, feedback or any other information about the System or Services provided by the Customer to Raffle Labs Ltd (as well as to any designee of Raffle Labs Ltd).
14.5 Any claim of infringement ( “Infringement Claim” ) of the Intellectual Property Rights by any third party Raffle Labs Ltd undertake to defend the Customer or, at its options, make settlement of any claim or action brought against the Customer if any part of this Agreement infringes any Intellectual Property Rights of that Third Party.
14.6 In defending such claim Raffle Labs Ltd agrees to indemnify the Customer against any reasonable direct damages, costs, reasonable legal fees, liabilities and expenses incurred or suffered by the Customer in such circumstances.
14.7 Raffle Labs Ltd, at it sole discretion, shall ensure that to the best of its ability in respect of any Infringement Claim under clause 14.5;
14.7.1 obtain such license or authorisation as is necessary to enable the Agreement to continue in such a way as to avoid any interruption of the Customers Services; and/or
14.7.2 modify or replace the Service provided to ensure that no further infringement takes place, ensuring the functionality of the Service is not compromised; and/or
14.7.3 suspend or Terminate the provision of the Services supplied, repaying any part thereof of the license fee on a pro rate basis, which has been paid in advance.
14.8 Raffle Labs Ltd shall only be liable for any Infringement claim under clause 14.5 providing the Customer shall;
14.8.1 the Customer shall notify, in writing, Raffle Labs Ltd of any Infringement Claim or potential Infringement Claim without delay; and/or
14.8.2 the Customer allows at Raffle Labs Ltd own expense the sole conduct of the negotiations and/or settlement of any such claim; and/or
14.8.3 the Customer gives all reasonable assistance to Raffle Labs Ltd in the defence and/or settlement of any such claim.
14.9 The Customer shall have no claim against Raffle Labs Ltd;
14.9.1 if the Services or Documentation provided has been in any way modified by the Customer from the original supplied; and/or
14.9.2 if the Services supplied have been annexed to in any way with other Services or devices not provided or by Raffle Labs Ltd; and/or
14.9.3 the Customer fails to take or make any reasonable corrective action directed by Raffle Labs Ltd prior to any such claim being made; and/or
14.9.4 the Customer fails to take or act upon any instruction from Raffle Labs Ltd or any other such thing provided by Raffle Labs Ltd and incorporated into the Software.
15.1 Neither Party to this Agreement shall, during the Term of this Agreement;
15.1.1 if either Party receives from the other Party information, whether in tangible or intangible form and in whatever media, which is either marked as being confidential or which, due to the nature of such information or the circumstances under which it was disclosed, ought reasonably to be treated as confidential information of the disclosing Party, such information shall be deemed “Confidential Information” and the receiving Party shall protect such information and safeguard it from unauthorised use, access, and disclosure, by exercising the same degree of care it uses to protect its own information of like importance, but in no event less than a reasonable standard of care.
15.2 The receiving Party further agrees that it will only use the disclosing Party’s Confidential Information for the purpose of performing under this Agreement, and shall only disclose such information to its officers, employees, contractors and professional advisors who have a need to know, and only to the extent necessary to perform under this Agreement; provided, however, that such officers, employees, contractors and professional advisors are bound to comply with the confidentiality obligations hereunder and are not direct competitors of the disclosing Party.
15.3 Confidential Information includes, without limitation, trade secrets, documentation, techniques, specifications, manuals, and technical information. For the avoidance of doubt, the System, including all related software, data, documentation and materials constitutes the Confidential Information of Raffle Labs Ltd.
15.4 Confidential Information shall not include any information that: (i) is publicly known prior to disclosure by the disclosing Party through no wrongful act of the receiving Party; (ii) can be evidenced to have already been in the possession of the receiving Party prior to disclosure; (iii) is rightfully obtained by the receiving Party from a third party free from any obligation of confidentiality towards the disclosing Party; or (iv) is independently developed by the receiving Party without use or knowledge of the disclosing Party’s Confidential Information.
15.5 The receiving Party may disclose Confidential Information that is required to be so disclosed under any applicable law, regulation, judicial or administrative order; provided, however, that the receiving Party shall (i) make reasonable efforts to give the disclosing Party prompt notice of such requirement or order (subject always to the requirements of the applicable law, regulation, judicial or administrative order) in order to allow it to seek a protective order, injunction or otherwise prevent or restrict such disclosure; and (ii) only disclose such Confidential Information to the extent required by the law, regulation, or order.
16.1 The Provider and the Customer shall each defend, indemnify and hold each other harmless ( including all affiliates, officers, directors, employees, agents, successors and assigns ) from and against all losses, damages, liabilities, deficiencies, actions, judgements, interest, awards, penalties, fines, costs, or expenses of whatever kind ( including reasonable legal fees ) arising out of or resulting from, damage, real or intangible, to persons or property resulting from the other’s acts or omissions or the breach of any representation, warranty or obligation under this Agreement.
- Limitations of Liabilities
17.1 To the maximum extent permitted by law the Customer acknowledges and agrees that the entire risk arising out of this Agreement is the Customers entirely and remains with the Customer at all times, both, before, during and after such risk may apply.
17.2 Neither the Provider nor any of its affiliates, employees, contractors, subcontractors, director or assigns involved in the creation, production, or delivery of the Software and Services Supplied, will be liable, in any way, for any incidental, special, exemplary, legal ( reasonable costs ) or consequential losses or damages, this to include but not exclusively, loss of profits, loss of Data, loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages whatsoever of a personal nature, including bodily injury, emotional distress arising out of or in connection with these terms, from the use of or inability to use the Software or Services Supplied. This whether or not they are based on warranty, contract, tort, this to include negligence, product liability or any other such thing, whether or not the Customer has been informed of such matters and the possibility of any such damages or alike, this also, even if a limited remedy set forth and contained in these terms has failed or could fail, because of essential purpose.
17.3 It is agreed that damages would be sufficient recompense for such a claim subject to Clauses 20 and 24.
- Customer Data
18.1 The Parties agree that at all times they shall comply with all current Data Protection Legislation and Regulations;
18.1.1 in this Agreement both Parties agree to detail their obligations to ( “Data Subjects” ) in respect of personal data under current EU regulations General Data Protection Regulations “GDPR.”
18.1.2 the GDPR defines “ Personal Data “ as any information relating to an identified or identifiable natural person ( “ Data Subject” ) such a person can be identified directly or indirectly, in particular by reference to an identifier such as a name, location or other factors such as economic, cultural or social identity.
18.1.3 the Parties will only use data to provide and improve the Service. By using the Service, both Parties agree to the collection and use of information in accordance with this GDPR clause;- 18.1.4 the Parties will retain Personal Data only for as long as is necessary for the purposes for which it was collected.
18.1.5 the Parties will retain and use Personal Data to the extent necessary to comply with any legal obligations (for example, if required to retain data to comply with applicable laws), resolve disputes, and enforce Our legal agreements.
18.2 The Parties will take all steps reasonably necessary to ensure that data is treated securely and in accordance with GDPR and no transfer of Personal Data will take place to an organisation or a country unless there are adequate controls in place.
18.3 Disclosure of Data;
18.4 Disclosure to law enforcement;
18.4.1 Under certain circumstances, the Parties may be required to disclose Personal Data if required to do so by law or in response to valid requests by public authorities (e.g. a court or a government agency), or under any order by a Court of competent jurisdiction.
18.4.2 either Party may disclose Personal Data in the good faith belief that such action is necessary:
- To comply with a legal obligation
- To protect and defend the rights or property of either Party.
- To prevent or investigate possible wrongdoing in connection with the Service
- To protect the personal safety of users of the Service or the public
- To protect against legal liability
18.4.3 In the event that either Party become aware of any security breach, alteration, unauthorised access or disclosure of any personal data, all reasonable precautions will be taken to protect that data and will notify any person as required by law.
- Entire Agreement
19.1 The parties Agree that this is the entire agreement and no other agreement shall have force or legality. If the whole of any provision or clause or part thereof is deemed invalid or unenforceable the Parties agree to replaced it, as near to the original as practicably possible, with such replacement provisions as the clause may legally constitute and be enforced as near to the original meaning as possible. Such invalidity or un – enforceability shall not affect the validity or enforceability of any other clause or provision.
- Dispute Resolution
20.1 The Customer and the Provider agree and acknowledge that any dispute, claim or controversy arising out of or in connection with these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services (collectively
“Disputes”) shall be submitted to arbitration.
20.2 If the Parties do not agree upon an arbitrator, either Party may request a nomination from the Chair of the Arbitration.
20.3 The Customer and the Provider agree and acknowledge that should any dispute arise that an appointment of an officer from The Centre for Effective Dispute Resolution (CEDR) will be made and his/her recommendation will be adopted.
20.4 The Customer and the Provider agree and acknowledge that each Party retains the right to seek injunctive or other equitable relief in a Court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a Party’s copyrights, trademarks, trade secrets, patents or others intellectual property rights.
20.5 The Provider acknowledges and agrees that the Provider and the Customer are each waiving the right to a trial by jury or to participate as a plaintiff or class expert in any purported class action or representative proceedings.
20.6 It is agreed and acknowledged unless both the Customer and the Provider otherwise agree in writing, the arbitrator may consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceedings.
20.7 If this specific paragraph is held un-enforceable, then the entirety of this “Dispute Resolution,” clause will be deemed void.
20.8 Except as provided in clause 20.4, this “Dispute Resolution,” section will survive any termination of these Terms.
- Force Majeure
21.1 Neither the Provider and the Customer shall be liable for any delay or failure in performing its obligations under the Contract to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of either You or Us, and which by its nature could not have been foreseen by either the Customer or the Provider, if it could have been seen, but was unavoidable, provided that the Customer or the Provider used all reasonable endeavours to cure any such event or circumstance and resumed performance under the contract. If any event or circumstances prevents the Provider from carrying out their obligations under this Agreement for a continuous period of more than 90 days, the Customer may terminate the contract immediately by giving written notice.
22.1 Any notice shall be in writing sent to the other Party’s registered email address. Notice shall be deemed to have been received at the time an express non-automated acknowledgement is received, from the intended recipient.
23.1. A Waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. Nor shall any delay in exercising any rights, under this Agreement be deemed a waiver of such rights or remedy nor shall it prevent or restrict any further exercise of that or any other right or remedy.
24.1 In addition to any other remedies Raffle Labs Ltd may have virtue of this Agreement, the Customer agrees that in the event of a breach of the confidentiality provisions of this Agreement or a threatened breach, Raffle Labs Ltd shall be entitled to obtain injunctive relief to restrain any such breach.
25.1 Any provision or provisions which are intended to survive this Agreement will do so how so ever this Agreement is determined.
25.2 No purported variation of these agreements will be effective unless agreed by both parties and in writing.
25.3 In the event that one or more of the provisions in this Agreement is found to be unlawful, invalid, or unenforceable that/those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
25.4 The failure of any party to enforce at any time or for any period any one or more of the terms of these agreements will not be a waiver of them or of the right at any time subsequently to enforce all of the terms of these agreements.
25.5 Nothing in this agreement will create, or be deemed to create, a partnership, or the relationship of principle and agent between the parties.
- Counterpart and Electronic Signature
26.1 This Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when executed and delivered shall be an original, but all the counterparts together shall continue on and shall be the same Agreement.
26.2 The Parties acknowledge and agree that this Agreement may be executed by electronic signature, which shall be considered as an original signature. Without limitation an “Electronic Signature” shall include faxed versions of a regional signature, electronically scanned and transmitted versions of an original or any other electronic means.
- Law and Jurisdiction
27.1 This Agreement and the terms contained within it shall be governed by and construed in accordance with the laws of England and Wales.
27.2 The Parties hereby acknowledge and agree that they will submit to the exclusive jurisdiction of the Courts of England and Wales.