Terms and Conditions for Promoting a Spond Competition
1.1 Spond Ltd is a company registered in England and Wales with registered address at Profile West Suite 2, First Floor, 950 Great West Road, Brentford, Middlesex, TW8 9ES and company number 13705044 (“Spond”). Spond offers a web-based service (the “Service”) enabling volunteer led sporting groups, clubs and other organisations (each an “Organisation”) to raise money by marketing a prize draw, competition or other non-gambling promotion arranged by Spond (each a “Spond Competition”), to people who may be interested in buying online entries.
1.2 A representative of an Organisation (“you” or the “Campaigner”) may market a Spond Competition acting as agent on behalf of the Organisation. These terms and conditions (“Campaign Terms”) are between Spond and the Campaigner. By marketing a Competition, Campaigner is deemed to have accepted and agrees to be bound by these Campaign Terms, and to procure that all members of the Organisation (and, if it is a legal entity, the Organisation itself) comply with these Campaign Terms. Campaigner further warrants and represents that they have full right, title and authority to enter into these Campaign Terms as agent for and on behalf of the members of the Organisation (and, if it is a legal entity, the Organisation itself). DO NOT MARKET A SPOND COMPETITION USING THE SERVICE IF YOU DO NOT WISH TO ACCEPT THESE TERMS AND CONDITIONS.
1.4 Spond may amend these Campaign Terms at any time by posting the amended Campaign Terms on the Service at least 30 days before the take effect, in order to comply with any new or different obligations under applicable laws or regulations, to reflect any technical improvements or alterations made to the Service, or to remain up to date with prevailing market practice. You agree that your continued use of the Service after that date constitutes your binding acceptance of the amended Campaign Terms. If you do not agree with the changes, please do not market any further Prize Draws. No changes to the Campaign Terms will apply to any Prize Draw for which entries had opened before the date on which the change is to become effective.
2 Marketing the Prize Draw
2.1 You can only set up a campaign using the Service if you:
i) Are located in Great Britain;
ii) Are aged 18 or over;
iii) Are an administrator for the Organisation in the Service; and
3 Your obligations
3.1 You shall:
i) Provide all reasonable cooperation to Spond with respect to the operation and promotion of the Spond Competition and respond promptly to any reasonable requests for information from Spond relating to the Spond Competition, including in respect of any complaints or regulatory investigations relating to the Spond Competition;
ii) Ensure that the Spond Competition is not marketed or promoted to anyone outside Great Britain;
iii) Ensure that nothing is done or omitted to be done that will or may harm or damage Spond’s reputation;
iv) Ensure that all marketing materials produced by or on behalf of the Organisation (a) clearly set out all significant terms of the Spond Competition; and (b) include a prominent link to the full Entry Terms; and
v) Immediately notify Spond of any complaints or regulatory investigations relating to the Spond Competition and keep Spond updated as to the progress or resolution of such complaints or investigations.
3.2 You are solely responsible for complying with your obligations under the Entry Terms and the Specific Rules and ensuring that all members of your Organisation are aware of and comply with the Entry Terms and the Specific Rules. You acknowledge that these are designed to ensure compliance with relevant laws and regulations.
3.3 In marketing and promoting the Spond Competition, all individuals involved in raising money for the Organisation including yourself (“Fundraisers”) shall at all times comply with:
i) The UK Code of Non-Broadcast Advertising and Direct and Promotional Marketing (CAP Code)
ii) The terms and conditions of any social media platform on which you choose to market or promote the Spond Competition;
iii) The Code of Fundraising Practice; and
iv) Any other applicable laws, rules, regulations or industry codes.
3.4 We recommend that Fundraisers read the Code of Fundraising Practice, available on the Fundraising Regulator’s website (www.fundraisingregulator.org.uk) before marketing the Spond Competition.
4 Spond’s Obligations
4.2 Spond will deliver those aspects of the Spond Competition that form part of the Service including:
i) Set up of a dedicated page for the Spond Competition containing out the Specific Rules;
ii) Managing receipt of entries and processing entry payments;
iii) Drawing the prize winner(s);
iv) Verification of the identity and eligibility of the prize winner(s); and
v) Paying out the prize(s) to the prize winner(s).
4.3 Spond will comply with the Entry Terms and will provide all reasonable cooperation to Campaigner with respect to the operation of the Spond Competition and respond promptly to any reasonable requests for information from Campaigner relating to the Spond Competition, including in respect of any complaints or regulatory investigations relating to the Spond Competition.
4.4 Spond reserves the right to amend the Service if necessary, as a result of technical issues, to comply with any applicable law or regulatory requirement or to make improvements to the quality or functionality of the Service.
4.5 Spond warrants to the Organisation that the Service will be provided using reasonable care and skill.
5 Payment and Fees
5.1 All entry fees for Spond Competition will be collected by Spond via the Service and will appear on entrants’ bank statements as being paid to Spond Ltd. Entry fees will be processed in accordance with terms supplied by Spond’s payment providers, which include, but are not limited to, Checkout.com, Stripe, PayPal, Apple Pay, Google Pay.
5.2 The Organisation will be paid a fee for marketing, and generating entries into, the Spond Competition (the “Campaigner Fee”). The Campaigner Fee shall be equal to 50% of the total sales of entries into the Spond Competition credited to Fundraisers.
5.3 All payments made by Spond are inclusive of any VAT payable by the recipient. It is the sole responsibility of the Campaigner to determine if either the Organisation or the Campaigner is required to account for VAT, or any other taxes on income received from Spond, in connection with the provision of promotion and marketing services for the Spond Competition.
5.4 Spond will pay the Campaigner Fee within approximately 14 days of the closing date of the Spond Competition. Payment of the Campaigner Fee will be made to the bank account that the Campaigner nominates in the Service.
5.5 All funds received under these Campaign Terms are solely for the benefit of the Organisation, and you will not use such funds (or permit such funds to be used) for your personal purposes or for any other purposes.
5.6 Spond will keep a record of all entry fees and income received for each Spond Competition. Spond will provide to the Organisation on request a report outlining the entry fees received and (where applicable) the Fees deducted from the total income in accordance with section 5.2.
6 Intellectual Property
6.1 All intellectual property rights in the Spond app, the Service and any material (including but not limited to text, photographs and other images, trade marks and logos) contained in the Service are either owned by Spond or have been licensed to Spond by the rights owner for use as part of providing the Service. Nothing in these Campaign Terms will operate as an assignment of any such intellectual property rights.
6.2 The Campaigner and each member of the Campaigner’s Organisation (and, if it is a legal entity, the Organisation itself) hereby grants to Spond a non-exclusive, worldwide, royalty-free licence to use its name and logo in connection with the performance and promotion of the Service and the Spond app.
6.3 The licence granted in this section 6 will terminate automatically on the conclusion of the campaign tied to the Spond Competition.
7 Violation of rules
8 Limitation of Liability
8.1 Nothing in these Campaign Terms will act to exclude or limit either party’s liability for (i) death or personal injury resulting from its negligence; (ii) fraud; (iii) under any indemnity contained in these Campaign Terms; or (iv) any other liability which may not by applicable law be excluded or limited.
8.2 You agree that the Service is provided on an “as is” and “as available” basis and that the use of the Service is at your sole risk. Spond does not guarantee that the Service will be continuous, uninterrupted or error free. Except as expressly set out in these Campaign Terms, Spond does not enter into any conditions, warranties or other terms in relation to the Service and they are excluded to the fullest extent permissible by law.
8.3 Subject to section 8.1 in no event will Spond be liable (whether for breach of contract, negligence or for any other reason) for any loss or damage which the Campaigner or any member of the Organisation (and/or, if it is a legal entity, the Organisation itself) may suffer by reason of its (or any other user) accessing and using the Service, including but not limited to loss of profits, consequential or special damages, loss of entry fees or revenue, loss of goodwill, loss of any software or data, or for indirect, incidental or consequential loss however arising.
8.4 Subject to the other terms in this section 8, the total aggregate liability of either party arising under or in connection with these Campaign Terms will be limited to the amounts collected by Spond in relation to the relevant Spond Competition, other than under the indemnity in section 8.5 to which this limit shall not apply.
8.5 The Campaigner shall indemnify Spond 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 and expenses) suffered or incurred by Spond arising out of or in connection with your marketing of the Spond Competition pursuant to these Campaign Terms.
9 Data Protection
9.1 The Campaigner and Spond each agree to comply with any applicable data protection and privacy legislation in force from time to time.
10.1 Spond reserves the right to require any further information from you that it deems necessary in order to comply with all applicable laws including any ‘know your customer’ requirements.
10.2 The rights and remedies provided under these Campaign Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
10.3 If any provision or part-provision of these Campaign Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Campaign Terms.
10.4 The use of the Service by or on behalf of the Organisation does not, nor shall it be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
10.5 These Campaign Terms including the terms referred to in section 1.3 constitute the entire agreement between the parties and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Neither party will have any remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Campaign Terms. Each party agrees that it will have no claim for innocent or negligent misrepresentation based on any statement in these Campaign Terms.
10.6 No failure or delay by a party to exercise any right or remedy provided under these Campaign Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
10.7 These Campaign Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to any third party to enforce any terms of these Campaign Terms.
10.8 You should notify Spond of any issues or complaints in relation to the Service by sending details of the issue or complaint to [email protected]. Spond will endeavour to solve any issues notified to them in a fair and reasonable manner. If the issue is not resolved within 21 days it will be referred to the Customer Success Manager at Spond who will investigate the issue or complaint in good faith and take any action that is deemed necessary. The Customer Success Manager may request any further information or evidence that may be required in order to investigate the issue.
10.9 These Campaign Terms shall be governed by English law and the parties submit to the non-exclusive jurisdiction of the courts of England and Wales.