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Terms for creating a Spond Fundraising Campaign

Prize Competition Campaigner Terms and Conditions

Version 1

Last updated: 10/01/2022

1. Introduction

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 non-commercial organisations (”Organisations”) to raise money for their Organisation by promoting Spond’s prize competition, Spot the Ball (the “Prize Competition”), to participants (each an “Entrant”).

1.2 A representative from any Organisation (“You” or the “Campaigner”) may market a Prize Competition acting as agent on behalf of the Organisation. These terms and conditions (“Campaigner Terms”) are between Spond and the Campaigner. By marketing a Prize Competition, Campaigner is deemed to have accepted and agrees to be bound by these Campaigner Terms, and to procure that all members of the Organisation (and, if it is a legal entity, the Organisation itself) comply with these Campaigner Terms. Campaigner further warrants and represents that they have full right, title and authority to enter into these Campaigner 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 PRIZE COMPETITION USING THE SERVICE IF YOU DO NOT WISH TO ACCEPT THESE TERMS AND CONDITIONS AND THE STANDARD TERMS.

1.3 All use of the Spond app and the Service is subject also to Spond’s standard terms of use (the “Standard Terms”) which are available at https://www.spond.com/terms, the prize competition terms (the “Competition Terms”) and any rules specific to that prize competition (the “Specific Rules”). In the event of inconsistency between the Standard Terms, the Competition Terms, the Specific Rules and these Campaigner Terms, these Campaigner Terms will prevail.

1.4 Spond may amend these Campaigner Terms at any time by posting the amended Campaigner 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 Campaigner Terms. If you do not agree with the changes, please do not market any further Prize Competitions. No changes to the Terms of Service will apply to any Prize Competition for which the Competition Period had started before the date on which the change become effective. The date of last revision of these Campaigner Terms is included at the top of this page.

2. Marketing a Prize Competition

2.1 You can only market a Prize Competition using the Service if you: i Are located in Great Britain;

  1. ii Are aged 16 or over;
  2. iii Have successfully registered an account with Spond as an administrator; and
  3. iv Have accepted the Standard Terms available at https://www.spond.com/terms

2.2 To market a Prize Competition, you must:
i Confirm that you have the consent of the individuals you intend to add to the Prize

Competition, and add only those individuals whose consent you have obtained;

ii Select the appropriate options from the campaign settings menu, including the type of campaign, competition period, prize description and sales target;

iii Confirm the bank account details for settlement of the proceeds of your Campaign, including the Payee Name, Payee Account Number and Payee Sort Code; and

iv Confirm whether or not the Organisation is a legal entity or a group/team.

2.3 You are responsible for informing all members of a group that you intend to enrol them in a Prize Competition and seeking confirmation that they wish to participate. If someone reports that they do not want to participate, you must unsubscribe them.

2.4 You are responsible for providing all required information during the set-up of a Prize Competition. All information must be true and accurate. Once you have agreed to market a particular Prize Competition, the information and the choices selected may not be amended without the permission of Spond. Campaigner acknowledges that Spond may be subject to legal and regulatory restrictions on amending or cancelling a Prize Competition once it has commenced.

2.5 Spond will be solely responsible for obtaining the prize, notifying the winner and providing the prize to the winner.

2.6 Unless otherwise agreed in writing, the prize will be in the form of a gift card and the Prize Winner will be able to pick a gift card of their choosing out of a selected number of different gift cards.

2.7 The value of the prize will be the amount specified in the Specific Terms for the Prize Competition, as selected by the Campaigner, and will be deducted from income in accordance with paragraph 5.2

3. Your obligations

3.1 You shall:

i Provide all reasonable cooperation to Spond with respect to the operation and promotion of the Prize Competition and respond promptly to any reasonable requests for

information from Spond relating to the Prize Competition, including in respect of any complaints or regulatory investigations relating to the Prize Competition;

  1. ii Not market or promote the Prize Competition to anyone outside Great Britain;
  2. iii Not do or omit do anything that will or may harm or damage Spond’s reputation;
  3. iv Ensure that all marketing materials produced by or on behalf of the Organisation (a)

clearly set out all significant terms of the Prize Competition; and (b) include a prominent link to the full Competition Terms; and

v Immediately notify Spond of any complaints or regulatory investigations relating to a Prize 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 Competition Terms and the Specific Rules and ensuring that all members of your Organisation are aware of and comply with the Competition 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 Prize Competition, you 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 Prize Competition;

  1. iii The Code of Fundraising Practice; and
  2. iv Any other applicable laws, rules, regulations or industry codes.

3.4 We recommend that you read the Code of Fundraising Practice, available on the Fundraising

Regulator’s website (www.fundraisingregulator.org.uk) before marketing a Prize Competition.

4. Spond’s Obligations

4.1 Spond will provide the Organisation with access to the Service in accordance with these Campaigner Terms and Spond’s Standard Terms.

4.2 Spond will deliver those aspects of the Prize Competition that form part of the Service including:

i Set up of a dedicated page for the Prize Competition in accordance with the details provided by the Campaigner;

ii Making available the Game on the Prize Competition page for the duration of the Prize Competition;

  1. iii Appointment of the Panel of Judges and identifying the Prize Winner;
  2. iv Processing entry payments;
  3. v Provision of the prize;
  4. vi Verification of the identity and eligibility of the Prize Winner; and
  5. vii Delivery of the prize to the Prize Winner.

4.3 Spond will comply with the Competition Terms and its own Standard Terms and will provide all reasonable cooperation to Campaigner with respect to the operation of the Prize Competition and respond promptly to any reasonable requests for information from Campaigner relating to the Prize Competition, including in respect of any complaints or regulatory investigations relating to the Prize 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. Settlement, Payment and Fees

5.1 All entry fees for Prize Competitions will be collected by Spond via the Service and will appear to Entrants bank statements as being paid to Spond. Entry fees will be processed in accordance with terms supplied by Spond’s payment providers, which include, but are not limited to, Checkout, Stripe, Visa, Electron, Maestro and Mastercard Debit Cards, PayPal, Apple Pay, Google Pay.

5.2 Spond will pay the Campaigner a fee (the “Campaigner Fee”) based on a share of the net proceeds (the “Net Income”) attributable to the promotion of a specific Prize Competition.

5.3 The Net Income will be calculated as the total amount of entry fees received in the Prize Competition (“Gross Income”); minus the total cost of prizes (“Value of Prizes”), 5%-25% of the entry fee depending on the Campaigner’s configuration (inclusive of irrecoverable VAT); minus Spond’s 25% fee (“Spond Fee”), which includes all costs for the provision of the Service (administration of the competition, prize sourcing and fulfilment, payment processing, hosting, software, winner notification, settlement and support).

For example, if the Organisation set the value of the prizes at 10% when creating a Campaign and sold £1,000 worth of entry fees in a specific Prize Competition, the Winner would receive £100 in prizes and the Organisation would be paid £650 in Campaigner Fees.

5.4 Spond will settle and distribute the Campaigner Fee within 14 days of the closing date of the Prize Competition (pro rata based on the value of entries attributable to the Campaigner, in the event that more than one campaigner promotes the same Prize Competition). All payments made by Spond are inclusive of any VAT payable by the Campaigner. It is the responsibility of the Campaigner to determine whether you are required to account for VAT on income received from Spond that relates to your provision of promotion and marketing services of a Prize Competition.

5.5 If the total income attributable to the Campaigner’s promotion of a Prize Competition is less than the value of any sums that Spond is entitled to deduct in accordance with this paragraph 5.2, the Campaigner will promptly reimburse, or procure that the Organisation reimburses, Spond for the shortfall.

5.6 Payment of the Campaigner Fee will be made to the bank account specified when the Prize Competition is created.

5.7 You warrant, represent and undertake that you will use all funds received under these Campaigner Terms solely for the non-commercial purposes specified as the ‘purpose of the promotion’ when agreeing to market the Prize Competition and for the benefit of your Organisation, and will not use such funds (or permit such funds to be used) for your personal purposes or for any commercial purposes.

5.8 Spond will keep a record of all entry fees and income received for each Prize 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, trademarks 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 Campaigner Terms will operate as an assignment of any such intellectual property rights. Spond hereby grants to the Campaigner and each member of the Campaigner’s Organisation (and, if it is a legal entity, the Organisation itself) a personal, non-exclusive, royalty free licence to use the Service for the sole purpose of operating the Prize Competition in accordance with these Campaigner Terms.

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 licenses granted in this paragraph 6 will terminate automatically on the conclusion of a Prize Competition.

7. Limitation of Liability

7.1 Nothing in these Campaigner 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 Campaigner Terms; or (iv) any other liability which may not by applicable law be excluded or limited.

7.2 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 Campaigner 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.

7.3 Subject to paragraph 7.1 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.

7.4 Subject to the other terms in this section 7, the total aggregate liability of either party arising under or in connection with these Campaigner Terms will be limited to the amounts collected by Spond in relation to the relevant Prize Competition, other than under the indemnity in section 8.5 to which this limit shall not apply.

7.5 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:

i Any claim made against Spond for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with content provided by or on behalf of the Organisation and used on the Service; or

ii Any claim made, fine levied or regulatory enforcement imposed against Spond by a third party arising out of or in connection with the Campaigner’s (or any member of the Campaigner’s Organisation’s) (a) use of the Service not in accordance with these Campaigner Terms or the Terms of Use; or (b) breach of the Competition Terms or any Specific Terms, including those relating to data protection and data privacy.

8. Data Protection

The Campaigner and Spond each agree to comply with any applicable data protection and privacy legislation in force from time to time.

9. General

  1. 9.1 Spond reserves the right to amend these Campaign Terms from time to time.
  2. 9.2 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.

9.3 The rights and remedies provided under these Campaigner Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

9.4 If any provision or part-provision of these Campaigner 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 Campaigner Terms.

9.5 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.

9.6 These Campaigner Terms 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 Campaigner Terms. Each party agrees that it will have no claim for innocent or negligent misrepresentation based on any statement in these Campaigner Terms.

9.7 No failure or delay by a party to exercise any right or remedy provided under these Campaigner 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.

9.8 These Campaigner 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 Campaigner Terms.

9.9 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.

9.10 These Campaigner Terms shall be governed by English law and the parties submit to the non- exclusive jurisdiction of the courts of England and Wales.