Terms and conditions for causes

These Terms are subject to change and were last updated on 22 October 2016.

The following terms and conditions (“the Society Terms”) and the attached Annexures set out the basis upon which a Participating Society (as defined below) may (subject to acceptance by Zaffo.com (as defined below)) enter into an agreement with Zaffo.com to participate as a Society on Zaffo.com (as defined below) (“the Agreement”).

By Registering to raise money for a good cause on Zaffo.com, you agree on behalf of the Participating Society that you represent that you have read these Society Terms, understand them and agree that the Participating Society shall be legally bound by them and you warrant to Zaffo.com that you have the authority to enter into the Agreement on behalf of that Participating Society.

You further acknowledge that by doing so, the Participating Society is making an offer to Zaffo.com to enter into the Agreement subject to acceptance of Registration (as defined below) by Zaffo.com and that Zaffo.com 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 Campus, 56 Wood Lane, London, W12 7SB, administers and manages all remote society lotteries on Zaffo.com and may operate other Prize Draws on Zaffo.com 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 has created Zaffo.com for the benefit of good causes.

(B)   Zaffo.com has been set up in such a way as to allow Participating Societies to run a microsite, hosted by Zaffo.com, through which the Participating Societies’ supporters can buy entries to Zaffo.com Prize Draws (“Society Sites”). Participating Societies will receive 90% of the proceeds paid out, which may be used for the Participating Society’s Permitted Purposes (as defined below).

1. Definitions and interpretation

1.1  In this Agreement the following terms shall have the following meanings:

Acceptance Date

Means the time of acceptance of Registration by Zaffo.com;

Agreement

Has the meaning set out above;

AUP

Means the acceptable use policy relating to the use of Zaffo.com Site and the Society Site as revised from time to time (the current version of which is available at Zaffo.com;

Confidential Information

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;

Data Controller

Has the meaning given in the Data Protection Act 1998 (as amended from time to time);

Data Processor

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 Zaffo.com Site and the Society Site (and incorporating the AUP) as revised from time to time (the current version of which is available at https://zaffo.com/);

Entrant

Means an individual entrant to a draw, having purchased one or more tickets through the Participating Society Site;

Prize Draw Terms and Conditions

Means the terms and conditions governing the applicable Prize Draw(s) (and which will be made available at https://zaffo.com

Zaffo.com

Means the website located at URL https://zaffo.com/;

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;

Prize Draw

Means the remote society lottery (raffle) promoted by the Society and operated through the Zaffo.com Site, including the Participating Society Site;

Terms and Conditions

Means the terms and conditions governing the Prize Draws as revised from time to time (the current version of which is available at http://zaffo.com);

Marks

Means in relation to a Party, the trade marks, trade names, logos, signs and devices of that Party, in the case of Zaffo.com as set out in Annex 2 and in the case of Participating Charities, any trademarks, trade names, logos, signs and devices owned by a Participating Society or by a third party which the Participating Society provides to Zaffo.com for use in connection with the Prize Draw;

Materials

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 Society Terms) the Intellectual Property in any medium whatsoever, owned by or licensed to that Party, in the case of Zaffo.com and in the case of Participating Charities, any materials owned by a Participating Society or by a third party which the Participating Society provides to Zaffo.com for use in connection with the Prize Draw;

Society Proceeds

means the monetary proceeds received by Zaffo.com from Entrants who enter the Prize Draw through the Society Site;

Society Site

Has the meaning given in term 3.1;

Society Sums

Means the share of the Society Proceeds payable to the Participating Society in respect of the applicable month of the Term as calculated under Annex 2 (which is subject to amendment under term 7.4) and, for the avoidance of doubt, excludes Society Proceeds in respect of which the Entrant has not nominated the Participating Society to be the recipient of the revenue share;

Participating Society

Means Such community groups, voluntary bodies and charities as may be authorised by Zaffo.com to benefit from Zaffo.com Prize Draw and receive funding pursuant to this Agreement;

Party

Means a party to this Agreement (and “Parties” shall be construed accordingly);

Permitted Purpose

Means use of the Society Sums for the benefit of the Participating Society

Prize

Means the Prize offered by the Society in accordance with the Prize Draw Terms and Conditions;

Registration

Means the process by which an organisation that wishes to become a Participating Society provides registration information through Zaffo.com; and “acceptance of Registration” means any acceptance of the Registration by Zaffo.com, such process being completed when Zaffo.com (in its absolute discretion) sends written confirmation to the applicant organisation that its application for Registration has been accepted;

Term

Means the Initial Term and all Renewal Periods (which has the meaning given in term 2.1);

Territory

Means the United Kingdom;

User

Means either an Entrant or other visitor to the Society Site; and

User Data

Means personal data (as defined in the Data Protection Act 1998) and other information relating to a User.

Society’s promoter

The individual named on the Society Site who is designated as having responsibility within the Society for the promotion of the Prize Draw.

In these Society 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 Society 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 Society Terms and the annexures, the Society Terms shall take precedence.

2.       Terms and registrations

2.1  The Agreement shall take effect on the Acceptance Date (the date on which these Terms are accepted) 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, Zaffo.com reserves fully its rights to refuse any application to Register to become a Participating Society.

3.       The Society site

3.1  Subject to the compliance of the Participating Society with these Society Terms, Zaffo.com shall, on request by the Society, host a micro-site on Zaffo.com Site meeting the functionality requirements set out in Part 1 of Annex 1 (“the Society Site”) for a period of time as requested by the Society, within the Term.

3.2  The Society Site will (subject to terms 3.3 and 8.2 and the Participating Society’s compliance with term 5) incorporate the Participating Society’s Marks and Materials.

3.3  The Participating Society acknowledges and agrees that Zaffo.com shall (subject to the approval requirements under term 8.2) have full editorial control over the content on the Society Site.

3.4  The Participating Society acknowledges and agrees that (without prejudice to the generality of term 12) Zaffo.com may in its reasonable discretion suspend access to all or any part of the Society Site.

3.5  Zaffo.com will provide reasonable support in the use of the Society Site to the Participating Society in accordance with the provisions of Part 3 of Annex 1.

3.6  Use of the Society Site by the Participating Society shall be subject to the terms of the AUP. Use of the Society Site and participation in the Prize Draws by Users and Entrants shall be subject to the AUP, the End User Terms, and the Prize Draw Terms and Conditions. The Participating Society specifically acknowledges this and agrees that Zaffo.com may in its reasonable discretion accept or reject the participation of any User, or any entry to any Prize Draw made by a proposed Entrant. The Participating Society further agrees that it will take all action required by Zaffo.com in respect of enforcement of the AUP, the End User Terms, the Prize Draw Terms and Conditions against the Users and Entrants.

4.       Payment and use of the Society sums

4.1  Zaffo.com shall collect or arrange the collection of the Society Proceeds.

4.2  Zaffo.com shall pay the Society Sums arising in respect of the Society Proceeds within 15 days of the end of the applicable month within which the Prize Draw closed.

4.3  Zaffo.com shall pay the Society Sums to the account of the Participating Society listed in the Registration process or otherwise agreed between the Participating Society and Zaffo.com.

4.4  The Participating Society acknowledges and agrees that Zaffo.com has not made any representation of the Society Sums being any guaranteed amount and that it is possible that the aggregate Society Sums may be zero.

4.5  The Participating Society undertakes to Zaffo.com to ensure that all Society Sums are used solely for the Permitted Purpose and to comply with the obligations of term 4.6 in order for Zaffo.com to verify this. Without prejudice to the provisions of term 12, Zaffo.com shall be entitled to withhold any Society Sums in the event that it is not satisfied that the Participating Society 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 Society shall provide a statement to Zaffo.com not later than 30 days after the end of every calendar year in the Term setting out the uses that have been made of any Society Sums received in that year.

4.7  Any breach by the Participating Society of the provisions of terms 4.5 and 4.6 shall constitute a material breach of these Society Terms for the purposes of term 15.1(a).

5.       The Prize Draws

5.1  The dates of Prize Draws shall be as determined by the Participating Society in its sole discretion and shall be subject to the Prize Draw Terms and Conditions.

5.2  The Participating Society agrees to, at its own cost, promote the Prize Draws to such extent (if any) as Zaffo.com may require (and subject always to the provisions of term 8). Such promotion may include (a) sending an email to all persons within the Participating Society’s marketing database who have consented to receive marketing emails of that kind; and (b) including a link to the Society Site and/or Zaffo.com Site from the Participating Society’s own main website.

6.       Participating Society obligations in respect of registration

6.1  The Participating Society shall provide to Zaffo.com in the format reasonably required by Zaffo.com:

(a) evidence that the Participating Society meets the criteria for participation;

(b) the Participating Society’s Materials which the Participating Society wishes to be included on the Society Site;

(c) website copy relating to the Participating Society’s involvement in Zaffo.com

(b) graphical representations of the Participating Society’s Marks.

6.2  Any subsequent amendments to the Participating Society’s Materials and/or Marks shall be subject to the discretion of Zaffo.com (and may be subject to a charge).

6.3  The Participating Society shall ensure that at all times the information provided by or on behalf of the Participating Society to Zaffo.com 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 Society sums

7.1  Zaffo.com shall provide or make available to the Participating Society a monthly report containing particulars of the Society Proceeds and Society Sums for that month and shall, on request, make available to an authorised officer of the Participating Society at a reasonable notice and at a reasonable time any books, documents or other records (howsoever kept) which relate to the calculation of the Society Proceeds and/or the Society Sums in accordance with term 11.

7.2  The percentage of the Society Proceeds calculated as the Society Sums is inclusive of VAT and, where VAT is required to be paid by applicable law on the Society Sums, the Participating Society shall be responsible for accounting to HMRC for the applicable amount of VAT. In such circumstances, Zaffo.com shall provide a valid VAT invoice giving the necessary details of the taxable supply.

7.3  If any sum payable under these Society 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 Society 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 Zaffo.com wishes to change the basis for calculating the Society Sums, Zaffo.com shall give the Participating Society at least one (1) month’s prior written notice of the proposed changes. In the event that the Participating Society does not accept the proposed changes, the Participating Society shall within 30 days notify Zaffo.com, 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 Society does not so notify Zaffo.com, the Participating Society is deemed to accept the revised Society 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 Society 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 Society Terms. In respect of Zaffo.com, these rights shall be limited to the Materials and Marks as set out in Annex 2 (as may be revised from time to time on notice to the Participating Society).

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 Zaffo.com (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 Society does not consent to a proposed use of its Materials and/or Marks by Zaffo.com, then Zaffo.com shall consult with the Participating Society but shall be under no obligation to include the Materials and/or Marks in any format in the relevant marketing materials or on the Society Site.  In circumstances where it is not possible for Zaffo.com to perform its obligations under these Society Terms or otherwise in relation to Zaffo.com without the consent of the Participating Society, 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), Zaffo.com shall (as between the Parties) be the Data Controller in respect of all User Data and the Participating Society shall be a Data Processor.

9.2  Without prejudice to term 9.1, the Participating Society acknowledges and agrees that it shall comply and shall procure the compliance of its personnel with (i) Zaffo.com 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.       Confidential

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 Society 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.       Audit

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 Society 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 Zaffo.com’s invoices for the audited period are not correct, Zaffo.com shall promptly pay the Participating Society for the amount of any underpayment or invoice the Participating Society 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.       Disclaimer

12.1  The Participating Society acknowledges and agrees that save to the extent expressed in these Society Terms and as permitted by applicable law, Zaffo.com provides the Society Site on an ‘as is’ basis and Zaffo.com makes no representations or warranties, either express or implied, of any kind:

(a)       with respect to the Society Site (including its operation, content, information or materials); or

(b)       that the Society Site will operate without interruption or be timely, secure or error free;

and that Zaffo.com disclaims all warranties, express or implied, of any kind with respect to the Society 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 Society 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.       Indemnities

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.       Termination

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 Society 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  Zaffo.com shall also be entitled to terminate the Agreement immediately by written notice if the Participating Society 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 Society 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)       Zaffo.com shall provide the Participating Society with copies of records retained by Zaffo.com in relation to Entrants in compliance with HMRC audit requirements provided that Zaffo.com 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 Society 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 Zaffo.com 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.       General

19.1  These Society 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 Society without the prior written consent of Zaffo.com.

19.4  Zaffo.com shall be entitled to sub-contract its obligations under the Agreement without notice to or the consent of the Participating Society.

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 Society without the prior written consent of Zaffo.com, such consent not to be unreasonably withheld or delayed. The Participating Society acknowledges and agrees that Zaffo.com shall be free to make any reasonable announcement regarding the Agreement, including naming the Participating Society as a participant in Zaffo.com.

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 Zaffo.com:

(i)         Postal address: Zaffo.com, Ugli Campus, 56 Wood Lane, W12 7SB

(ii)        Email: info@zaffo.com

(b)       For notices to the Participating Society, 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.

Annex 1

THE SOCIETY SITE

1. SOCIETY SITE FUNCTIONALITY

1.1 Entry to the Prize Draw

(a) The Society Site will include details of and enable Users to enter the Prize Draw by any of the payment methods set out in Paragraph 1.2(a).

(b) The winning Entrants shall be notified by or on behalf of Zaffo.com in accordance with the Prize Draw Terms and Conditions or Prize Draw Terms and Conditions (as applicable).

1.2 Payments

(a) Players may pay to enter the Prize Draw via credit card or debit card

(b) The payments shall be held by or on behalf of Zaffo.com and proceeds due to the Participating Society shall be paid to the bank account nominated during registration on a monthly basis.

1.4 User Management

(a) Zaffo.com shall collect, maintain and hold a database of Users to include the following information: Title, First name, Last name, Email, Opt in/out election for Local Authority email.

2. HOSTING

2.1 Subject to the Participating Society’s compliance with Clause 8, Zaffo.com shall include the Participating Society’s Materials and Marks on the Society Site.

3. COMMUNICATIONS WITH USERS

3.1 Zaffo.com shall send an email to each Entrant following their registration on the Society Site.

3.2 Zaffo.com shall respond to enquiries from Users/Entrants in relation to the Prize Draw only and shall refer to the Participating Society all other enquiries that it receives in relation to the Participating Society. Zaffo.com’s responses shall be by email during normal working hours.

3.3 Zaffo.com may use the Participating Society’s Marks for use in marketing campaigns through the Affiliate Network to promote Zaffo.com.

4. SOCIETY LINK

4.1 Zaffo.com may, in its sole discretion, include a link from its home page or other pages on Zaffo.com or the Society Site to one or more pages on the Participating Society’s website.

Annex 2

Zaffo Marks:

zaffo_med2