Terms & conditions for good causes - One Lottery

Last updated: 08/02/2023

These terms and conditions for good causes ("T&Cs") set out the agreement between (1) the good cause, charity or other non-commercial organisation which has applied to be registered on One Lottery ("you" or "your"); and (2) Gatherwell Ltd. (trading as One Lottery), a company incorporated in England and Wales (registration number 08675983) having its registered office at C/O Craufurd Hale Group Ground Floor, Arena Court, Crown Lane, Maidenhead, United Kingdom, SL6 8QZ ("us", "we" or "our"). By submitting an application through One Lottery, you agree that your use of our lottery administration services will be governed by these T&Cs and will apply to the exclusion of any other terms and conditions.

1. Definitions

In these T&Cs, the following words will have the following meanings:

"Agreement" means the agreement between you and us for the provision of lottery administration services as governed by these T&Cs.

"Applicable Laws" means all applicable laws, statutes, regulations and codes from time to time in force, including the Gambling Act 2005 (as amended from time to time) and the Data Protection Laws.

"Confidential Information" means any and all information which relates to the business affairs, products, developments, trade secrets, know how, personnel, customers and suppliers of either party or which is marked "confidential" or information which may reasonably be regarded as the confidential information of the disclosing party, save that Confidential Information will not include any information independently known to a party or is in the public domain, other than as a result of a breach of section 10 (Confidentiality).

"Data Protection Laws" means the UK GDPR, Data Protection Act 2018 (as amended from time to time) and any other law of the United Kingdom or a part of the United Kingdom which relates to the protection of personal data.

"Gross Ticket Receipts" means the gross amount paid to us on a monthly basis from the purchase of Lottery chances by Members.

"Intellectual Property Rights" means patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, Confidential Information and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

"Licence Conditions" mean the conditions and codes of practice of the Gambling Commission or other relevant licensing authority applicable to us, you or any Partner Organisation from time to time.

"Lottery" means a lottery operated and promoted on One Lottery under the remit of the Gambling Act 2005 (as amended from time to time).

"Lottery Launch Date" means the date of the first Lottery draw in which you have sold tickets to Members.

"Member" means any person who has paid the requisite amount to enable them to be entered into a draw of a Lottery and who will be and continue to be a Member until that person ceases to be a Member for whatever reason.

"Member Personal Data" the personal data of Members collected through their participation in a Lottery.

"One Lottery" means the One Lottery website and platform, located at www.onelottery.co.uk.

"Partner Organisation" means a third party holding a Required Authorisation who has entered into an agreement with us to operate and promote a Lottery on One Lottery.

"Required Authorisation" means an authorisation from the Gambling Commission or other relevant licensing authority permitting the operation and promotion of a Lottery in Great Britain in accordance with an approved scheme for the operation and promotion of lotteries.

"Services" means the lottery administration services provided by us through One Lottery, as described in Annex A (Services Specification).

"Service Fees" means the amount due to us for the provision of the Services. This Service Fees are: (i) if you are registered as a lottery operator and promoter, fifty percent (50%) of the Gross Ticket Receipts; or (ii) if you sell tickets as part of a Lottery operated and promoted by one of our Partner Organisations, a percentage of the Gross Ticket Receipts agreed between us and the relevant Partner Organisation.

"Share of Receipts" means the share of the Gross Ticket Receipts allocated to you and, if applicable, a Partner Organisation. The Share of Receipts due to you under the Agreement is fifty percent (50%) of the Gross Ticket Receipts. If you sell tickets as part of a Lottery operated and promoted by one of our Partner Organisations, the relevant Partner Organisation will receive a Share of Receipts agreed between them and us.

"Term" means the Initial Term and any Extension Terms (if applicable).

"UK GDPR" has the meaning given to it in section 3(10) of the Data Protection Act 2018 (as amended from time to time).

2. Your application to be registered as a good cause on One Lottery

2.1 When submitting your application for registration on One Lottery, you may be given the option to either: (a) register as a lottery operator and promoter, in which case you must obtain a Required Authorisation; or (b) register as a good cause that may sell tickets as part of a Lottery operated and promoted by one of our Partner Organisations, in which case your involvement in the Lottery will take place under the Required Authorisation of a Partner Organisation. We reserve the right to amend or withdraw either of these options in our sole discretion and without notice.

2.2 You warrant that all information provided in your application form is true and correct.

2.3 We, or one of our Partner Organisations (as applicable), will consider your application to be registered on One Lottery as soon as reasonably practicable and we, or the relevant Partner Organisation, will aim to respond within three (3) business days, however neither we nor the relevant Partner Organisation will be liable for any delay in handling your application.

3. Eligibility criteria

3.1 If you have opted to register as a lottery operator and promoter, you must provide us with your licence number given to you by the Gambling Commission or other relevant licensing authority. You must also provide any further documentation required by us in order that we may validate your eligibility to be registered on One Lottery. We may refuse applications to join One Lottery at our sole discretion.

3.2 If you have opted to sell tickets as part of a Lottery operated and promoted by a Partner Organisation, you will also be entering into an agreement with that Partner Organisation on the basis of that Partner Organisation's terms and conditions, as provided to you during the application process. Each Partner Organisation has its own eligibility criteria as set out in its terms and conditions.

4. The Services

4.1 We will use reasonable endeavours to provide the Services in accordance with these T&Cs and Annex A (Services Specification). However, we do not warrant that your use of the Services and One Lottery will be uninterrupted or error-free.

4.2 The parties will co-operate with each other in all matters relating to the Services.

5. Licensing

5.1 If you have applied to register as a lottery operator and promoter, you must obtain and maintain a Required Authorisation for the duration of the Term.

5.2 If you have applied to register as a good cause that may sell tickets as part of a Lottery operated and promoted by one of our Partner Organisations, you do not need to obtain a Required Authorisation, however you must comply with all reasonable directions given by us and/or the relevant Partner Organisation from time to time, to enable us and the Partner Organisation to comply with applicable Licence Conditions.

6. Payments

6.1 The Gross Ticket Receipts are divided among us, you and, if applicable, a Partner Organisation.

6.2 We will, on a monthly basis, calculate: (i) the Service Fees due to us; (ii) the Share of Receipts due to you; and (iii) if applicable, the Share of Receipts due to the relevant Partner Organisation, and provide an overview of the same to you.

6.3 We invoice our Service Fees on a monthly basis and provide such invoice in electronic form via One Lottery. The Service Fees are payable to us through deduction from the Gross Ticket Receipts and you agree that we may make such deductions. As such all invoices for the Service Fees provided by us will be marked as paid in full. If you sell tickets as part of a Lottery operated and promoted by one of our Partner Organisations, our invoice will be addressed to, and payable by, the Partner Organisation instead of you.

6.4 On or before the last business day of each month, we will pay your Share of Receipts in respect of the Gross Ticket Receipts generated through sales of tickets via your dedicated webpage on One Lottery during the previous month. You must provide details of a UK business bank account in order for us to make payment to you.

6.5 If you sell tickets as part of a Lottery operated and promoted by one of our Partner Organisations, the payment of your Share of Receipts must be approved by the relevant Partner Organisation before we are able to process the payment. We are not responsible for any delay in payment arising from a Partner Organisation's failure to approve a payment to you.

7. Intellectual Property Rights

7.1 We own all Intellectual Property Rights in One Lottery and all marketing materials provided through One Lottery, except to the extent that our marketing materials incorporate your branding.

7.2 We grant you a non-exclusive and royalty-free licence during the Term to:

1. use One Lottery to operate and promote your Lottery in Great Britain, or to facilitate the sale of tickets as part of a Lottery operated and promoted by a Partner Organisation in Great Britain, as applicable; and
2. use marketing materials provided by us for the promotion of the Lottery in Great Britain pursuant to these T&Cs.

7.3 We warrant that One Lottery and the marketing materials that we may provide for your use (excluding the incorporation of your branding) do not infringe the rights, including any Intellectual Property Rights, of any third party.

7.4 You grant us a non-exclusive and royalty-free licence during the Term to use your logo and any materials that you provide to us for the promotion of the Lottery in Great Britain pursuant to these T&Cs.

7.5 You warrant that your logo and any materials that you provide to us do not infringe the rights, including any Intellectual Property Rights, of any third party.

8. Compliance

8.1 You and we will comply with:

1. Applicable Laws; and
2. the Licence Conditions, as may apply to us and you from time to time.

8.2 We may, from time to time, provide guidance in relation to the process to obtain a Required Authorisation and/or compliance with Licence Conditions. Such guidance is provided for informational purposes only and we give no warranty as to its fitness for purpose, accuracy or completeness.

9. Data protection

9.1 For the purposes of this section 9, the terms "controller", "processor", "data subject", "personal data", "personal data breach" and "processing" will have the meaning given to them in the UK GDPR.

9.2 The parties will comply with all applicable requirements of the Data Protection Laws. This section 9 is in addition to, and does not relieve, remove or replace, either party's obligations or rights under the Data Protection Laws.

9.3 We are the controller of the Member Personal Data and we handle such personal data in accordance with the privacy notice available on One Lottery, located at www.onelottery.co.uk/privacy. Where we grant you access to Member Personal Data, you will be the processor of the Member Personal Data on our behalf. Annex B (Processing, personal data and data subjects) sets out the scope, nature and purpose of processing by you, the duration of the processing and the types of personal data and categories of data subject.

9.4 We ensure that all necessary consents and notices are in place to enable the lawful collection and processing of the Member Personal Data.

9.5 In respect of your processing of Member Personal Data, you must:

1. process the Member Personal Data only on our documented instructions, which will be to process the Member Personal Data for the purposes set out in Annex B (Processing, personal data and data subjects), unless you are required by Applicable Laws to otherwise process the Member Personal Data. Where you rely on Applicable Laws as the basis for processing the Member Personal Data, you must notify us of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit you from so notifying us on important grounds of public interest. You must inform us if, in your opinion, our instructions infringe Data Protection Laws;
2. implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of the Member Personal Data, and against accidental loss or destruction of, or damage to, Member Personal Data, having regard to the state of technological development and the cost of implementing any measures;
3. ensure that any personnel engaged and authorised by you to process Member Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
4. assist us at your own cost insofar as this is possible (taking into account the nature of the processing and the information available to you), at our written request, in responding to any request from a data subject and in ensuring our compliance with our obligations under Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
5. notify us without undue delay, and in any event within one (1) business day, on becoming aware of a personal data breach involving the Member Personal Data;
6. at the our written direction, delete or return Member Personal Data, and copies thereof, to us on termination or expiry of the Agreement unless the you are required by Applicable Laws to continue to process that Member Personal Data. For the purposes of this subsection, Member Personal Data will be considered deleted where it is put beyond your further use; and
7. maintain records to demonstrate your compliance with this section 9 and allow us to audit such records upon not less than thirty (30) days' notice in writing.

9.6 You must not appoint any third party to process the Member Personal Data, unless we give our prior written consent to the appointment of that third party.

9.7 You must not transfer Member Personal Data outside of the UK, unless we give our prior written consent to the transfer and:

1. you are processing the Member Personal Data in a territory which is subject to adequacy regulations under the Data Protection Legislation that the territory provides adequate protection for the privacy rights of individuals; or
2. you participate in a valid cross-border transfer mechanism under the Data Protection Legislation, so we can ensure that appropriate safeguards are in place to ensure an adequate level of protection with respect to the privacy rights of individuals as required by Article 46 of the UK GDPR.

9.8 You may, from time to time, process the Member Personal Data for your own purposes outside the scope of these T&Cs (including non-lottery related fundraising activities), subject always to your compliance with Data Protection Laws and all necessary consents and notices being in place. To the extent that any such processing takes place, you will be considered the controller of the Member Personal Data for those purposes and will assume sole responsibility for your processing activities. You will indemnify, keep indemnified and defend at your own expense us against all costs, claims, damages or expenses incurred by us or for which we may become liable due to any failure by you or your employees, subcontractors or agents to comply with this subsection.

10. Confidentiality

10.1 Neither party will, during the Term, and for a period of five (5) years after termination or expiry of the Agreement, disclose to any person any Confidential Information of the other party or its group companies, except as permitted under this section 10.

10.2 A party may disclose the other party's Confidential Information:

1. to its employees, officers, representatives, contractors, subcontractors or advisers, or those of its group companies ("Representatives"), who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with these T&Cs. Each party will ensure that its Representatives, to whom it discloses the other party's Confidential Information comply with this section 10;
2. as may be required by Applicable Laws, a court of competent jurisdiction, any governmental or regulatory authority, or the rules of a relevant stock exchange.

10.3 No party will use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with these T&Cs..

11. Limitation of liability

11.1 Nothing in this section limits our liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation or any other liability which cannot be limited or excluded by law.

11.2 Subject to section 11.1, our total liability to you arising under or in connection with the Agreement will not exceed the greater of: (i) the total Service Fees paid or payable to us; or (ii) £5,000.

11.3 Subject to section 11.1, we will not be liable to you for any loss of profits, loss of sales or business, loss of agreement or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill and indirect or consequential loss.

12. Term and termination

12.1 The Agreement will commence on the date that you submit your application for registration as a good cause on One Lottery and will continue for a period of one (1) year from the Lottery Launch Date (the "Initial Term").

12.2 After expiration of the Initial Term, the Agreement will automatically extend for unlimited subsequent periods of one (1) year (each an "Extension Term"), unless either you or us give not less than one (1) months' notice in writing to terminate prior to expiry of the Initial Term or the applicable Extension Term.

12.3 During any Extension Term, either you or we may terminate the Agreement by giving not less than three (3) months' notice in writing.

12.4 We may terminate the Agreement immediately if:

1. in the event that you must obtain or maintain a Required Authorisation, you have failed to maintain or lose that Required Authorisation, whether temporarily or permanently;
2. you commit a material breach of any term of the Agreement and (if such breach is remediable) and you fail to remedy that breach within a period of fourteen (14) days after being notified in writing to do so;
3. you take any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), are wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), have a receiver appointed to any of your assets or cease to carry on business;
4. you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business; or
5. your financial position deteriorates so far as to reasonably justify the opinion that your ability to give effect to the terms of the Agreement is in jeopardy.

13. Consequences of termination

13.1 On termination or expiry of the Agreement:

1. you will immediately pay to us all outstanding Service Fees, and if there are any Service Fees which have yet to be invoiced, we will submit an invoice for all outstanding Service Fees which will fall due immediately. This will not apply if the Service Fees are payable by a Partner Organisation instead of you;
2. we will, within thirty (30) days of the date of termination, pay to you any outstanding amount of your Share of Receipts;
3. your account on One Lottery will terminate and your related access to One Lottery will cease;
4. you will cease the use of any marketing materials that we may have provided to you, and at our option, return or destroy all copies of such materials;
5. we will cease the use of your logo and any materials that you may have provided to us; and
6. you will delete or return all Member Personal Data and copies whereof in accordance with section 9.5(f).

13.2 On termination or expiry of the Agreement, the following sections will continue in force: section 1 (Definitions), section 7 (Intellectual Property Rights), section 10 (Confidentiality), section 11 (Limitation of liability), section 13 (Consequences of termination), section 14.4 (Waiver), section 14.6 (Severance), section 14.10 (Governing law) and section 14.11 (Jurisdiction).

13.3 Termination or expiry of the Agreement will not affect any rights, remedies, obligations or liabilities of you or us that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

14. General

14.1 Force majeure. We will not be in breach of these T&Cs nor liable for delay in performing, or failure to perform, any of our obligations under these T&Cs if such delay or failure result from events, circumstances or causes beyond our reasonable control.

14.2 Assignment and other dealings. You may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of your rights and obligations under the Agreement, without our prior written consent. We may assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of our rights or obligations under the Agreement.

14.3 Variations to these T&Cs. We may unilaterally vary, add to or delete any provision of these T&Cs and any such changes will be posted on One Lottery at www.onelottery.co.uk/good-causes/terms. We will give you notice of any changes to these T&Cs at least thirty (30) days prior to the effective date of the amended T&Cs. If you do not wish to accept any changes to the T&Cs notified to you, your sole remedy will be to terminate the Agreement. If you do not give us notice to terminate the Agreement at least seven (7) days prior to the effective date of the amended T&Cs, you will be deemed to have accepted the amended T&Cs.

14.4 Waiver. A waiver of any right or remedy under these T&Cs or by law is only effective if given in writing and will not be deemed a waiver of any subsequent right or remedy.

14.5 Rights and remedies. The rights and remedies provided under these T&Cs are in addition to, and not exclusive of, any rights or remedies provided by law.

14.6 Severance. If any provision or part-provision of these T&Cs is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of these T&Cs.

14.7 Entire agreement. These T&Cs constitute the entire agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between you and us, whether written or oral, relating to its subject matter.

14.8 Third party rights. Unless it expressly states otherwise, these T&Cs do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these T&Cs.

14.9 Notices. Any notice given under or in connection with these T&Cs must be in writing and:

1. If sent by you to us: by email to [email protected] marked for the attention of the General Manager and the Legal Department.
2. If sent by us to you: by email to the email address you registered with on One Lottery.

14.10 Governing law. These T&Cs and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation will be governed by and construed in accordance with the law of England and Wales.

14.11 Jurisdiction. The courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these T&Cs or their subject matter or formation.

ANNEX A - SERVICES SPECIFICATION

Initial setup:

• Advice on lottery registration, if required.
• Provision of a marketing pack as provided by us from time to time, to comprise electronic leaflets, posters, artwork.
• The provision of a web page specific to you on One Lottery.
• The provision of a fully managed direct debit collection system.

Set up and operation of a complete lottery administration system:

• Data capture of new Members' information into One Lottery.
• Capture of Member source information and analysis that may be generated using One Lottery.
• The amendment of existing Members' details within One Lottery as requested by the Member.
• The entry into One Lottery of payments made by Members who pay by direct debit and the processing of all related documentation.
• The processing, printing and postage of all prize winners' cheques and letters, new Members letters, low credit letters and any other letters produced from time to time directly to Members each week.
• Weekly collection of winning numbers and identification and verification of winners.
• The provision of the prizes for the lottery.
• Processing prize winners list.
• Production of Member data files as either a text or comma separated variable file.
• Provision of lottery and management reports as may be generated from One Lottery on a monthly basis.
• 'Lottery Helpline' for Members' enquiries operated during our office hours.
• Automated 'Winners Hotline' for Members to confirm the winning numbers each week.
• A Member will cease to be a Member if either we receive notification that the Member wishes to cease to be a Member or the Member's membership is automatically cancelled by our computer system by reason of the Member missing a pre-set number of draws through not paying for their number(s) for the Lottery.
• Any Member who has not paid for their ticket in any given draw but whose membership has not yet been cancelled as detailed above will remain a Member for the time being but will not be entered into any draw in respect of which they have not made their due payment in full to us.

ANNEX B - PROCESSING, PERSONAL DATA AND DATA SUBJECTS

Scope: Gatherwell is a registered External Lottery Manager certified by the Gambling Commission and is the operator of One Lottery. You are a good cause, charity or other non-commercial organisation that wishes to fundraise by your promotion of a Lottery, either as a licensed operator or as part of a Lottery operated by a Partner Organisation.

Nature: You process the Member Personal Data in order to operate and/or promote a Lottery on One Lottery.

Purpose of processing: to promote and/or operate a Lottery in accordance with these T&Cs.

Duration of the processing: The Term of the Agreement.

Types of personal data: Name, date of birth, postal address, email address, telephone number, financial transaction data and such other personal data as is necessary for the operation and/or promotion of a Lottery.

Categories of data subject: Members.