LOTTORAISER SERVICES AGREEMENT AND CONTRACT

 

General Contract

THIS AGREEMENT is dated [Dated]

BETWEEN PARTIES:

(1)       James Grimshaw of Murrevagh, Mulranny, Westport in the County of Mayo; and

(2)       Lottoraiser with its registered place of business at Murrevagh, Mulranny, Westport in the County of Mayo ("Service Provider"); and

(3)       [InsertName] for ([CompanyName]) of [InsertAddress] ("Buyer")

BACKGROUND:

A.       The Buyer wishes to be provided with the Services as set out in this Agreement by the Service Provider and the Service Provider agrees to provide the Services to the Buyer on the terms and conditions of this Agreement.

B.       It is acknowledged as an express term of this Agreement that the Service Provider does not operate a lottery and only provides the Services set out herein.

AGREED TERMS:

  1. 1.       INTERPRETATION

    1. 1.1      The following definitions shall apply in this agreement.

      1. "Business Day": a day (other than a Saturday, Sunday or public holiday in the Republic of Ireland when banks in the City of Dublin are generally open for business.

        "CMS": means Content Management System being the software that allows the buyer to alter, change and delete content of the website or Lottoraiser functionality;

        "Draw Day": This is the last day of the Draw Period, the day the results are picked;

        "Lottoraiser System": means the whole scope of software that controls different aspects but performs key functions for the Lottoraiser service.

        "Material": shall mean the materials, in whatever form, used by the Service Provider to provide the Services and the products, systems, programs or processes, in whatever form, produced by the Service Provider

        "Services": Are the services provided by the service provider as set out in this Agreement;

        "Draw Period": this refers to the days within any given draw. For example, if a draw day is on a Thursday, then the Draw Period started the previous Friday and ends on the Draw Day i.e. the coming Thursday.

    2. 1.2      Clause headings do not affect the interpretation of this agreement.

    3. 1.3      A reference to a person includes a natural person, a corporate or unincorporated body (whether or not having a separate legal personality).

    4. 1.4      A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment, and includes any subordinate legislation for the time being in force made under it.

    5. 1.5      A reference to Writing or written includes faxes but not e-mail.

    6. 1.6      Words in the singular include the plural and in the plural include the singular.

  2. 2.       SERVICES

    1. The Service Provider shall provide the following Services to the Buyer in accordance with the terms and conditions of this Agreement;

    2. 2.1      Access to;

      1. 2.1.1 Lottoraiser e-Ticket selling system;

        2.1.2 Statistics and information about draws;

        2.1.3 Automatic digital and social media tools;

        2.1.4 Backup copies of all draw summaries and invoice/ receipts of payments made.

    3. 2.2      Service Provider Requirements;

      1. 2.2.1 In order to provide a full service that best utilises the Lottoraiser System, the Buyer must provide certain digital files and other critical information, including, but not limited to:

        a. Digital Copy of the Buyer's Logo. This must be at least 300px high resolution. Lower quality logo's will be accepted under the knowledge that it may appear fuzzy or distorted.

        b. Digital Copy of the lottery ticket image, depending on the lotto ticket, it must be at least (Standard Lotto Ticket Envelope) 650x385 px or (Ticket Stub Lotto Ticket) 300x150 px. Lower quality logo's will be accepted under the knowledge that it may appear fuzzy or distorted.

        c. Access to your website through the use of HTML. The lottery e-Ticket Selling system functions best within a website, this requires inserting html/java code which is 100% safe, controlled and guaranteed by Lottoraiser. This html/java code is found in the Lottoraiser CMS page SETTINGS -> GENERAL.

        d. If you use the Lottoraiser App, you must give permission to the App to allow social media posting on your behalf. Full "public access" is required for the Lottoraiser App on every social media account.

        e. The Buyer's IBAN and BIC numbers for the recipient bank account. Payment will be made Monday morning for the previous Draw Period donations.

        f. For the lifespan of this agreement, James Grimshaw will be an official "Lottery Agent" of your club/organisation or charity. There will be no cost of him or Lottoraiser and no privileges other than the right to sell lottery tickets. In this respect James Grimshaw and Lottoraiser will be fully indemnified by the Club in respect of any fines, claims or actions arising against the Club.

    4. 2.3      Service Provider Site;

      1. 2.3.1 The Service Provider shall provide the Services at the following site(s): https://www.lottoraiser.ie and can be hosted internally on the Buyer's main business website.

        2.3.2 Lottoraiser is hosted by a third-party webhost with guaranteed uptime of 99.9%. In this respect Lottoraiser is not responsible for any failures in hosting. However, Lottoraiser will endeavour to make sure that any downtime occurrences are kept to a minimum. Any costs incurred, i.e. maintenance or running of the Lottoraiser system, will be borne by Lottoraiser.

        2.3.3 Any loss of income, delays in draw, failure to access the Lottoraiser CMS, or cancellation is not the fault of Lottoraiser and shall be borne by the Buyer. In this respect Lottoraiser shall endeavour to resolve any issues as quickly as possible.

  3. 3.       PRICE

    1. 3.1      Price;

      1. 3.1.1 Lottoraiser has no setup fee;

        3.1.2 For the provision of services as set out in this Agreement, the Service Provider charges a 15% commission of the total online tickets sold through its Lottoraiser System;

        3.1.3 Lottoraiser reserves the right to alter its commission fee at any time within the term of contract. All signatories of contract will receive 2 weeks’ notice before change will commence.

  4. 4.       PAYMENT

    1. 4.1      The Service Provider collects all payments on the Monday, funds will then be transferred into the buyer's Bank account with IBAN and BIC numbers provided by the buyer.

    2. 4.2      Payments will be paid in weekly instalments depending on draw frequency and continuous use of Lottoraiser System. Payments will be less the Lottoraiser fee. The payment method is a direct transfer, with BIC and IBAN numbers provided, into buyer's nominated bank account.

    3. 4.3      The Buyer shall make all payments in Euro, without set-off or counterclaim and free and clear of all taxes, deductions, withholdings and other charges.

  5. 5.       INTELLECTUAL PROPERTY RIGHTS

    1. 5.1      Lottoraiser.ie and code known wholly as Lottoraiser System is property of the Service Provider. This includes all designed elements from code to images stored on the Lottoraiser domain, and the database with all information.

    2. 5.2      Logo's and Ticket image can be deleted or modified at the request of the Buyer, the Service Provider will do this in good faith.

    3. 5.3      The Service Provider agrees to grant to the Buyer a non-exclusive licence, to use of the material not specifically created for the Buyer as part of the Services.

    4. 5.4      In respect of the Material specifically created for the Buyer as part of the Services, the Service Provider assigns the full title guarantee to the Buyer and any all of the copyright, other intellectual property rights and any other data or material used or subsisting in the Material whether finished or unfinished.

    5. 5.5      If any third-party intellectual property rights are used in the material the Service Provider shall ensure that it has secured all necessary consents and approvals to use such third-party intellectual property rights for the Service Provider and the Buyer.

    6. 5.6      For the purposes of this Clause 5 Material shall mean the materials, in whatever form, used by the Service Provider to provide the Services and the products, systems, programs or processes, in whatever form, produced by the Service Provider pursuant to this Agreement.

    7. 5.7      The Buyer agrees at the end of this Agreement to cease using and return (if applicable) any Material provided by the Service Provider in providing a service to the Buyer.

    8. 5.8      The Buyer agrees to indemnify and keep the Service Provider indemnified against any breach arising from the mis-use or loss of the any Material provided by the Service Provider.

  6. 6.       BUYER WARRANTIES AND INDEMNITIES

    1. 6.1      The Buyer represents, warrants and guarantees to the Service Provider that:

      1. 6.1.1 It will co-operate with the Service Provider in all matters relating to the Services and their provision and provide the necessary information required by the Service Provider to adequately provide the Service.

        6.1.2 That they are entitled to run its lottery under Irish Law.

        6.1.3 That they hold the appropriate licences and consents as required by Irish Law to enable them to run its lottery and sell lottery tickets.

        6.1.4 That they will immediately notify the Service Provider in writing of any endorsements, penalties, restrictions or liabilities are placed on the licence by Court, Gardai or other authorised person.

        6.1.5 That they will fully indemnify the Service Provider against any claims, actions, penalties, liabilities and/ or fines arising from the Buyers failure to hold or renew the appropriate club, organisation, charity and/ or lottery licence or for any endorsements that are caused to be placed on the licence by Court or other authorised body.

  7. 7.       SERVICE PROVIDER WARRANTIES

    1. 7.1      The Service Provider represents and warrants that:

      1. 7.1.1 It will perform the Services with reasonable care and skill; and

        7.1.2 The Services and the Materials provided by the Service Provider to the Buyer under this Agreement will not infringe or violate any intellectual property rights or other right of any third party.

  8. 8.       LIMITATION OF LIABILITY

    1. 8.1      Subject to Clause 7, the Service Provider shall have no further liability to the Buyer other than as described in Clause 7, whether under this Agreement or on any other basis including contract, tort or otherwise.

    2. 8.2      The Service Provider shall have no liability to the Buyer by reason of any representation or warranty, condition or other term or any duty of common law, or under express terms of this Agreement, for any consequential, special, incidental or punitive loss or damage (whether for loss of current or future profits, goodwill, loss of business, loss of data) and whether occasioned by the negligence of the Service Provider, its employees or agents or otherwise, even if advised of such damages.

    3. 8.3      The Service Provider is not responsible nor does it hold credit card details of those that enter into draws. The only personal information held are First and Last Name, Email address (Encrypted), Personal address. These can all be deleted upon request, except First and Last Name (according to the General Data Protection Regulations) either by request from Authorised User, the Buyer or by Service Provider.

    4. 8.4      The Service Provider is not responsible for the declaration of the winner, the winner's prize amount, or incorrectly stating such details, the same applies to consolation winners and any details that features from Lottoraiser. All mistakes can be corrected and altered if there is a fault in the Lottoraiser announcement system.

    5. 8.5      Nothing in this Agreement shall exclude or limit the liability of the Service Provider for death or personal injury resulting from the negligence of the Service Provider or any of its employees or agents, nor shall they operate to exclude or limit any statutory rights which cannot be legally excluded or limited.

  9. 9.       TERM AND TERMINATION

    1. 9.1      This Agreement shall be effective from the date hereof and shall continue in force until it is terminated by Service Provider or by Buyer on request or by breach of this Agreement.

    2. 9.2      Either Party may terminate this Agreement upon notice in writing or email if:

      1. 9.2.1 On request of cessation.

        9.2.2 Giving three weeks' notice in writing to the other party.

        9.2.3 In case of a quick and unforeseen termination, this requires a specific ending date and reason for termination, any cost and fees incurred will borne by the Buyer.

        9.2.4 If either party fails to remedy a material breach by them of any obligation under this Agreement within 21 Business Days of notice to remedy the breach.

    3. 9.3      The Service Provider reserves the right to discontinue the service at no penalty or liability to the Service Provider if it becomes aware that the lottery is unsanctioned or has reasonable belief of same.

    4. 9.4      The Service Provider reserves the right to discontinue the service at no penalty or liability to the Service Provider if so directed by Court, Gardai or other authorised person.

    5. 9.5      If the Buyer is a consumer and the Distance Selling Directive (97/7/EC) (the "Directive") applies to this Agreement, the Buyer may terminate this Agreement within the relevant timescales prescribed by the regulations or laws in the relevant Member State which implement the requirements of the Directive in respect of a right for the Buyer to withdraw from a contract. In the event of termination in accordance with this Clause the liability of the Buyer to the Service Provider shall be as prescribed in the Directive or in any regulations or laws implementing its requirements in the relevant Member States.

    6. 9.6      Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

  10. 10.       RELATIONSHIP OF THE PARTIES

    1. 10.1 The Parties acknowledge and agree that the Services performed by the Service Provider shall be as a "Lottery Agent" only. There is no other legal relationship which would allow James Grimshaw or Lottoraiser their employees or agents have an express say in the Buyer's club/organisation or charities daily running or decision making or vice versa.

    2. 10.2 James Grimshaw and Lottoraiser their employees and agents will become a Lottery Agents of the relevant Club with the only privilege of being able to sell lottery tickets. All Buyer's club/charities rights and fees will be waved. In this respect James Grimshaw and Lottoraiser, their employees and agents will be fully indemnified by the Club in respect of any fines, claims or actions arising against the Club.

    3. 10.3 It is acknowledged that all decisions are made by the Buyer’s club/organisation in relation to the operation of their lottery and the Service Provider has no decision-making capacity in relation to same.

    4. 10.4 It is acknowledged that the Services provided by the Service Provider does not include the pay out of any winnings or prizes.

  11. 11.       CONFIDENTIALITY

    1. 11.1 Neither Party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient.

  12. 12.       NOTICES

    1. 12.1      Any notice which may be given by a Party under this Agreement shall be deemed to have been duly delivered if delivered by hand, first class post, facsimile transmission or electronic mail to the address of the other Party as specified in this Agreement or any other address notified in writing to the other Party. Subject to any applicable local law provisions to the contrary, any such communication shall be deemed to have been made to the other Party, if delivered by:

      1. 12.1.1 Post, 2 days from the date of posting;

        12.1.2 By hand on the date of such delivery; and

        12.1.3 Electronic mail, when the Party sending such communication receives confirmation of such delivery by electronic mail.

  13. 13.       SEVERANCE

    1. 13.1      If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

    2. 13.2      If any invalid, unenforceable or illegal provision would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

  14. 14.       VARIATION AND WAIVER

    1. 14.1      Any variation of this agreement shall be in writing and signed by or on behalf of all the parties for the time being.

    2. 14.2      No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

    3. 14.3      Unless specifically provided otherwise, rights and remedies arising under this agreement are cumulative and do not exclude rights and remedies provided by law.

  15. 15.       ASSIGNMENT

    1. 15.1      No person may assign, or grant any encumbrance over, or deal in any way with, any of his rights under this agreement or any document referred to in it, or purport to do any of the same, without, in each case, the prior written consent of all the parties for the time being [(such consent not to be unreasonably conditioned, withheld or delayed)].

    2. 15.2      Each person that has rights under this agreement is acting on his own behalf.

  16. 16.       ENTIRE AGREEMENT

    1. 16.1      This agreement constitutes the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

    2. 16.2      Each party acknowledges that, in entering into this agreement, he does not rely on, and shall have no remedy in respect of, any statement, representation, assurance or warranty of any person other than as expressly set out in this agreement or those documents.

    3. 16.3      Nothing in this Clause 13 operates to limit or exclude any liability for fraud.

  17. 17.       THIRD PARTY RIGHTS

    1. A person who is not a party to this agreement shall not have any rights under the agreement to enforce any term of this agreement.

  18. 18.       COUNTERPARTS

    1. This agreement may be executed in any number of counterparts, each of which when executed and delivered (whether in person or electronically) shall constitute an original of that agreement, but all the counterparts shall together constitute the same agreement. No counterpart shall be effective until each party has executed at least one counterpart.

  19. 19.       SIGNING THIS AGREEMENT

    1. 19.1      This Agreement may be executed and delivered by electronic means and upon such delivery the electronic signature will be deemed to have the same effect as if the original signature had been delivered to the other party.

    2. 19.2      The parties agree that the electronic signature of a party to this Agreement shall be as valid and binding as an original signature of such party and shall be effective to bind such party to this Agreement.

    3. 19.3      The parties agree that any electronically signed document (including this Agreement) shall be deemed (i) to be "written" or "in writing," (ii) to have been signed and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such paper copies or printouts, if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the parties to the same extent and under the same conditions as other original business records created and maintained in documentary form. Neither party shall contest the admissibility of true and accurate copies of electronically signed documents on the basis of the best evidence rule or as not satisfying the business records exception to the hearsay rule.

    4. 19.4      For purposes hereof, "electronic signature" means a digital signature or manually-signed original signature that is then transmitted by electronic means; "transmitted by electronic means" means sent in the form of a facsimile or sent via the internet as a "pdf" (portable document format) or other replicating image attached to an e-mail message; and, "electronically signed document" means a document transmitted by electronic means and containing, or to which there is affixed, an electronic signature.

  20. 20.       DISPUTES AND GOVERNING LAW AND JURISDICTION

    1. 20.1      This agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) Shall be Governed under the Laws of the Republic of Ireland. In addition, the Parties agree that any disputes are first to be dealt with by way of mediation. In the event that mediation does not resolve the issues / dispute then the parties submit to Arbitration as the governing dispute resolution mechanism. The decision of the Arbitrator shall be final and binding upon the parties.

  21. 21.       MISCELLANEOUS

    1. 21.1      Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil commotion or industrial dispute. If such delay or failure continues for at least 30 days, the Party not affected by such delay or failure shall be entitled to terminate this Agreement by notice in writing to the other.

    2. 21.2      Parts of this Agreement will still shall survive any termination or expiration in particular Clause 11, Confidentiality.

By signing this document, you are acknowledging that you have a full and valid District Court or Garda granted licence and/or consent. That your Club, Organisation or Charity is fully licensed, current and compliant with Irish GAMING AND LOTTERIES ACT, 1956 and GAMING AND LOTTERIES (AMENDMENT) ACT 2019. That you are lawfully operating with the confines of District Court or Garda granted licence and/or consent.

This agreement has been entered into on the date stated at the beginning of it.

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