ROGAVI NETWORK SERVICES TERMS

The following terms and conditions (“Agreement”) are effective from the Effective Date (as defined below) and constitute the agreement between ROGAVI NETWORK LIMITED (a company registered in England and Wales, registered number 05998231) whose registered office is at 16 Station Rd, London, NW10 4UE ("Rogavi") and you (a charity registered in England and Wales as detailed in the information provided by you during the Registration process) ("Charity"). If you are acting on behalf of a charity then you represent that you have the authority to enter into this Agreement on behalf of that charity. By submitting information on the Registration page and by clicking on the “Accept” button, you agree that you have read these terms and conditions, understand them and agree to be legally bound by them and that by doing so, you make an offer to Rogavi which is subject to acceptance by Rogavi.

BACKGROUND AND PRINCIPLE OBJECTIVES

(A) Rogavi has developed and owns the Site (as defined below) as a fundraising and donor recruitment tool to assist registered charities to raise money from gifts donated by individuals and corporate donors.
(B) Charity wishes to appoint Rogavi to provide the Services (as defined below) to Charity and on acceptance by Rogavi, Rogavi agrees to provide such Services on the terms set out below.

THE PARTIES AGREE as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement the following terms shall have the following meanings:
“Affiliate Network” means Rogavi’s network of affiliates which pass internet traffic to the Site through links on such affiliates’ websites;
"Agreement" has the meaning set out above;
“AUP” means Rogavi’s acceptable use policy relating to the use of the Site;
“Bespoke Services” means the services set out in the main body of Schedule 1 and in Schedule 3;
“Charity Donor” means a Donor that has registered on the Site after having been directed to the Site through a link on Charity’s own website or banner advertisements placed by Charity on other websites;
"Commencement Date" means the date on which Rogavi commences providing the Services as agreed between the Parties;
“Commission” means the payment by Charity to Rogavi being a percentage of the Proceeds (including the Reclaimed Amounts) as detailed in Schedule 4;
“Effective Date” means the date on which Registration is completed;
“Entrant” means an individual entrant to a Prize Lottery having purchased one or more tickets;
"Confidential Information" means any information relating to the subject matter of this Agreement including the existence and terms of this 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 Protection Legislation” means the Data Protection Act 1998 (as amended);
"Data Controller" has the meaning given in the Data Protection Legislation;
"Data Processor" has the meaning given in the Data Protection Legislation;
“Direct Donor” means a Rogavi Donor or Charity Donor which donates money to Charity through the Site;
“Donor” means a person who either donates money or who offers one or more Prizes through the Site;
“Exclusive Prize Lottery” means a Prize Lottery run by Rogavi and hosted on the Site where the Prize has been donated for the exclusive benefit of Charity and where Proceeds from tickets sold to Entrants are for the exclusive benefit of Charity;
“Fees” means the Service Fee and Commission;
"Initial Term" has the meaning given in Clause 2;
"Intellectual Property Rights” means 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;
"Marks" means in relation to a Party, the trademarks, trade names, logos, signs and devices of that Party, in the case of Rogavi as set out in Schedule 5 and in the case of Charity Marks, any trade names, logos, signs and devices owned by Charity or by a third party which Charity provides to Rogavi for use in connection with Prizes;
"Materials" means in relation to a Party, all Intellectual Property in any medium whatsoever, owned by or licensed to that Party, in the case of Rogavi as described in Schedule 5 and in the case of Charity Materials, any Intellectual Property owned by Charity or by a third party which Charity provides to Rogavi for use in connection with Prizes;
“Open Prize Lottery” means a Prize Lottery run by Rogavi and hosted on the Site where the Prize has not been donated for the exclusive benefit of Charity and Entrants may determine which of the Participating Charities shall receive the proceeds from tickets purchased by such Entrants;
“Participating Charities” means charitable institutions which have entered into a services agreement with Rogavi and who have agreed to participate as beneficiaries in an Open Prize Lottery;
“Prize” means goods or services either (i) provided by Charity to be used in an Exclusive Prize Lottery or (ii) offered by Donors to Charity through the Site to be used in an Exclusive Prize Lottery, details of which shall be provided by the Donor to Charity through the Site; or (iii) offered by Donors to Rogavi through the Site to be used in an Open Prize Lottery;
“Prize Lottery” means a prize Lottery which is hosted and run by Rogavi on the Site being either an Exclusive Prize Lottery or an Open Prize Lottery;
“Registration” means the process by which Charity provides information to Rogavi through the Site relating to the Charity and to the Services required by Charity which process is completed when Rogavi in its absolute discretion sends written confirmation to Charity that it agrees to provide the Services to the Charity on these Terms.
“Proceeds” means the monetary proceeds received by Rogavi on behalf of Charity from Donors through the Site;
“Reclaimed Amounts” means the monetary amounts actually recovered by Rogavi from HMRC in respect of donations made by Donors who have elected to use the Gift Aid scheme;
“Rogavi Donor” means a Donor which is not a Charity Donor, whether such Donor has registered on the Site as a result either of having been directed to the Site through the Affiliate Network or otherwise;
"Service" and "Services" means the Standard Services or Bespoke Services to be provided by Rogavi as specified by the Charity in the course of Registration;
“Service Fee” has the meaning given in Schedule 4;
“Site” means the website owned by Rogavi and located at URL (www.rogavi.com);
“Standard Services” means the services set out in the main body of Schedule 1 and in Schedule 2;
“Subscription Fee” means the periodic fee payable in relation to the services as set out Schedule 2 or Schedule 3 as applicable;
“Term” means the Trial Period or Initial Term and all Renewal Periods;
“Trial Period” has the meaning given in Clause 2.1;
“User” means either a Entrant or Donor or visitor to the Site;
"User Data" means personal information relating to a User; and
"Territory" means the United Kingdom.
1.2 Clause headings are used in this Agreement for ease of reference only and shall not affect interpretation; references in this Agreement to Clauses and Schedules are to clauses and schedules of this Agreement; references to Paragraphs shall be to the paragraphs in the relevant Schedule; words in this Agreement denoting the singular shall include the plural and vice versa; words importing a gender include every gender and references to persons include an individual, company, corporation, firm or partnership.
1.3 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.
1.4 In the event of any conflict or ambiguity in the provisions of the Clauses and the Schedules, the Clauses shall take precedence over the Schedules.

2. TERM

2.1 This Agreement shall take effect from the Effective Date and subject to Clauses 15 and 16, shall continue in force for either a trial period of three (3) months (“Trial Period”) or a term of one (1) year ("Initial Term") following the Commencement Date  (depending on the option chosen by Charity during Registration) and shall be automatically renewed on expiry of the Trial Period or Initial Term for a period of twelve (12) months ("Renewal Period") or at the end of a Renewal Period for further Renewal Periods.
2.2 The Trial Period referred to in Clause 2.1 is available as an option for Charity in relation to the Standard Services but not in relation to Bespoke Services.

3. THE SERVICES

3.1 In consideration of the payment of the Fees by Charity, Rogavi shall provide the Services to Charity from the Commencement Date for the Term.
3.2 Subject to Clause 8.2, Rogavi may host Charity’s Materials and Charity’s Marks anywhere within the Site at its discretion. Subject to Clause 8.2, Rogavi has full editorial control over the display of content on the Site.
3.3 Rogavi shall be permitted to conduct scheduled maintenance and emergency maintenance of the Site at anytime provided that Rogavi shall use reasonable endeavours to conduct scheduled maintenance between 01:00 GMT to 08:00 GMT during normal business days and at any time on holidays and weekends. Charity acknowledges and agrees that the Site may not be available for public access during these maintenance periods provided Rogavi uses reasonable endeavours to minimise unavailability of the Site during such scheduled maintenance.
3.4 Rogavi may in its reasonable discretion suspend access to all or any part of the Site.
3.5 Rogavi may in its reasonable discretion accept or reject the registration of any User, any Prize offered by a Donor for an Open Prize Lottery or any entry to any Prize Lottery made by an Entrant.
3.6 No Subscription Fee shall apply in respect of Services provided by Rogavi during a Trial Period.

4. DONATIONS

4.1 Rogavi shall collect all Proceeds and shall in respect of such money as soon as is reasonably practicable after its receipt and in any event not later than the expiration of 28 days after that receipt or such other period as may be agreed with Charity either:
(a) pay such money to persons nominated by Charity as having the general control and management of the administration of Charity; or
(b) pay it into an account held by a bank or building society in the name of or on behalf of Charity.
4.2 Charity agrees that for the purpose of Clause 4.1, following Rogavi’s receipt of such Proceeds Rogavi shall pay such proceeds into an account held by Rogavi on behalf of charitable institutions including Charity and shall pay to Charity all such Proceeds arising from Prize Lotteries at the end of the month in which such Prize Lotteries are held.
4.3 Rogavi shall collect details of Prizes submitted by Donors to be used in Exclusive Prize Lotteries and shall promptly provide such information to Charity. Charity agrees that Rogavi is not responsible for the accuracy or completeness of such information or conformity of the Prize with the information.
4.4 Charity may in its absolute discretion accept or reject any Prize offered by a Donor for Exclusive Prize Lotteries and shall notify its decision to such Donor.
4.5 If Charity accepts the donation of any Prize, Charity agrees that such Prize shall be used for one or more Exclusive Prize Lotteries.
4.6 Charity shall be responsible for the fulfilment of the donation of any Prize for an Exclusive Prize Lottery and shall agree with Donors on the postage, shipping and delivery of such Prizes to Charity. Rogavi shall be responsible for the fulfilment of the donation of any Prize for an Open Prize Lottery.
4.7 Rogavi shall at Charity’s request provide to Charity details of business partners of and suppliers to Rogavi from whom Charity may procure Prizes.

5. PRIZE LOTTERIES

5.1 By agreement with Charity, Rogavi shall hold Exclusive Prize Lotteries on the Site using Prizes donated for such Prize Lotteries details of which shall be displayed on the Site branded with Charity’s Marks and Charity’s Materials.
5.2 Rogavi may from time to time offer Charity the opportunity to be a Participating Charity in respect of an Open Prize Lottery and Charity may in its absolute discretion accept or reject such offer.
5.3 The date and terms of the Prize Lottery shall be determined by Rogavi in its absolute discretion. Rogavi shall be responsible for ensuring the compliance of all Prize Lotteries with all gaming laws applicable under English law.
5.4 Charity shall at its cost reasonably promote the Exclusive Prize Lotteries and Open Prize Lotteries where Charity is a Participating Charity, such promotion to include:
(a) in Charity’s reasonable discretion sending an email to all persons within Charity’s marketing database who have consented to receive marketing emails from Charity; and
(b) promoting such Prize Lotteries by including a link to the Prize Lottery on the Site from Charity’s website.
5.5 In respect of each Exclusive Prize Lottery, Charity shall set a fundraising target for donations made by Donors, shall determine the minimum number of tickets which must be sold for the Prize Lottery to take place and shall notify Rogavi of the same. Where Charity has donated the Prize for an Exclusive Prize Lottery, Charity shall determine the price at which tickets to such Prize Lottery are sold to Entrants.
5.6 If the minimum number of tickets has not been sold or the fundraising target has not been met by the closing date set by Rogavi for the Prize Lottery then:
(a) in respect of an Exclusive Prize Lottery, the Charity may decide in its reasonable discretion whether such Prize Lottery shall be held provided that where the Charity decides that the Prize Lottery shall not be held, Rogavi shall notify all Entrants of that fact and shall refund to Entrants the amounts paid in respect of the tickets;
(b) in respect of an Open Prize Lottery, the Prize Lottery shall not be held and Rogavi shall notify all Entrants of that fact and shall refund to such Entrants the amounts paid in respect of the tickets.
5.7 Except in relation to Prizes donated by Charity, where an Exclusive Prize Lottery is not held for any reason, Charity shall offer such Prize for sale to the public within a reasonable period of time thereafter and shall account to Rogavi for Commission in respect of such sale proceeds calculated as if such proceeds had been received from ticket sales to Charity Donors through the Site.
5.8 Where an Open Prize Lottery is not held for any reason, Rogavi shall offer such prize for sale to the public within a reasonable period of time thereafter and shall account to the Participating Charities for the proceeds of sale in equal amount (or such other amounts as notified by the Donor of the Prize) and shall be entitled to Commission in respect of such proceeds calculated as if such proceeds had been received from ticket sales to Rogavi Donors through the Site.
5.9 Where a Prize Lottery has been held, Rogavi shall notify the winning Entrants and confirm their address details. Rogavi shall inform Charity of the names and addresses of winning Entrants of an Exclusive Prize Lottery.
5.10 Charity shall make the necessary arrangements for the correct Prize to be delivered to the winning Entrant(s) of an Exclusive Prize Lottery at Charity’s cost.
5.11 Charity acknowledges and agrees that Rogavi may from time to time hold Open Prize Lotteries without notice to or consent from Charity provided that Rogavi shall not be entitled to use Charity’s Materials or Charity’s Marks in connection with such Open Prize Lottery unless Charity is a Participating Charity to that Prize Lottery. Rogavi shall be obliged to pay to Charity all Proceeds from sales of tickets to such Open Prize Lotteries to the extent that Entrants have nominated Charity as the beneficiary of the same. Save as provided in Clauses 5.8 and 5.11, Rogavi shall have no other obligation to Charity in respect of Open Prize Lotteries.

6. CHARITY’S OBLIGATIONS

6.1 Charity shall as soon as reasonably practicable following the Effective Date provide to Rogavi:
(a) Charity’s Materials which Charity wishes Rogavi to host and display on the Site; and
(b) graphical representations in agreed form of Charity’s Marks.
6.2 Charity shall ensure that at all times during the Term the information provided by or on behalf of Charity including Charity’s Materials and Charity’s Marks is accurate and up to date, comply with applicable laws and regulations and Rogavi’s AUP and does not infringe Intellectual Property Rights or other rights of any person.

7. FEES

7.1 In consideration for the Services and subject to Clause 3.6, Charity shall pay the Fees set out in Schedule 4.
7.2 At the end of each month during the Term, Rogavi shall submit an invoice to the Charity in respect of the Commission on Proceeds paid to the Charity during such month together with VAT as applicable. Commission shall be due and payable within 14 days of the date of the invoice in respect of the same.
7.3 Rogavi shall provide or make available to Charity a monthly report containing particulars of the Proceeds and Commission for that month and shall on request make available to an authorised officer of the Charity at a reasonable notice and at a reasonable time any books, documents or other records (howsoever kept) which relate to Charity and which are kept for the purposes of this Agreement).
7.4 All amounts referred to in this Agreement are exclusive of VAT and where such VAT is required to be paid by applicable law, shall be payable at the appropriate rate on the same date as the payment to which it relates, subject to the production by Rogavi of valid invoices giving the necessary details of the taxable supply.
7.5 If any sum payable under this Agreement 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 Clause 7 is, in the context of the activities contemplated under this Agreement, a "substantial remedy" (as this expression is used in the Late Payment of Commercial Debts (Interest) Act 1998 (as amended from time to time).
7.6 In the event that Rogavi wishes to change the basis for calculating the Fees, Rogavi shall give Charity at least one (1) month prior written notice of the proposed changes. In the event that Charity does not accept the proposed changes, Charity shall promptly notify Rogavi which notice shall be deemed to be notice to terminate for convenience pursuant to clause 15.3 provided that the proposed changes shall not take effect during the notice period. In the event that Charity does not so notify Rogavi, Charity is deemed to accept the revised Fees which shall be effective on the day following the expiry of the one month notice period.

8. INTELLECTUAL PROPERTY

8.1 Each Party (“Licensor”) grants to the other Party (“Licensee”) a revocable, 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 implement this Agreement in accordance with its provisions and so far as may be required for the proper exercise of its rights and performance of its obligations under this Agreement.
8.2 Each party ("Using Party") agrees that it shall only use Marks provided by the other Party ("Owning Party") for the purpose of this Agreement, without alteration, in strict accordance with guidelines or instructions of the Owning Party and for the sole benefit of the Owning Party. 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.
8.3 Nothing in this Agreement shall operate to transfer title in a Party’s Marks or Materials to the other Party. Intellectual Property Rights in anything created by a Party during the Term shall be vested in that Party provided that ownership of Intellectual Property Rights in anything derived from or incorporating a Party’s Materials shall belong to the Party owning the original Materials.

9. DATA PROTECTION

9.1 The Parties agree that for the purposes of the Data Protection Legislation, Rogavi is a Data Processor in respect of User Data relating to Charity Donors and Charity is a Data Processor in relation to Rogavi Donors.
9.2 Each Party as Data Processor shall process such User Data solely on behalf of and in accordance with the instructions of the other Party as Data Controller and, specifically, shall only process personal data (which shall include the disclosure of personal data to third parties) for the purposes notified by the Data Controller.
9.3 Without prejudice to the above, each party represents and warrants that it shall comply and shall procure the compliance of its personnel with the Data Protection Legislation.

10. CONFIDENTIALITY

10.1 During the term of this Agreement and following its expiry or termination the Recipient shall and shall procure that each of its employees, subcontractors and agents to whom Confidential Information is made available in accordance with this Agreement shall keep secret and treat in the strictest confidence all Confidential Information and shall not use such Confidential Information except to implement this Agreement in accordance with its provisions and so far as may be required for the proper exercise of its rights and performance of its obligations under this Agreement.
10.2 The obligations under this Clause 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:
(a) 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
(b) is acquired from a third party who owes no obligation of confidentiality in respect of the relevant information; or
(c) is or becomes generally available to the public other than as a result of a breach of this Clause 10.
10.3 The obligations of each party in relation to Confidential Information contained in this Clause 10 shall survive the termination or expiry of this Agreement indefinitely.

11. AUDIT

11.1 Subject to Clauses 11.2 and 11.3, during the Term and for a period of 12 months thereafter, 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 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 Rogavi’s invoices for the audited period are not correct, Rogavi shall promptly reimburse Charity for the amount of any overcharge or invoice Charity for the amount of any undercharge.
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.

12. DISCLAIMER

12.1 Charity acknowledges that save to the extent expressed in this Agreement and as permitted by applicable law, Rogavi provides the Services on an “as is” basis and Rogavi makes no representations or warranties, either express or implied, of any kind:
(a) with respect to the Service or Site (including its operation, content, information or materials); or
(b) that the Services or Site are accurate, complete, current or that the Service will operate without interruption or be timely, secure or error free.
12.2 Subject to Clause 13.1 and save to the extent expressed in this Agreement, Rogavi disclaims all warranties, express or implied, of any kind with respect to the Service and its use including but not limited to satisfactory quality, fitness for purpose, non-infringement and  availability, to the maximum extent permitted by law

13. LIMITATION OF LIABILITY

13.1 Nothing in this Agreement 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 Clause 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 Clause 13.1, Rogavi shall not be liable for any loss arising in relation to such Prizes offered by Donors for Exclusive Prize Lotteries including, without limitation, any error or inaccuracy in the description of Prizes, damage to Prizes or damage caused by Prizes.
 13.4 Subject to Clause 13.1 above but excluding liability under Clause 14 and obligations to make payments under Clause 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.

14. INDEMNITIES

14.1 Subject to Clauses 14.2 and 14.3 below, each Party (the "Indemnifying Party"), at its own expense shall defend or at its option settle, any claim, suit or proceeding ("Claim") brought against the other Party (the "Indemnified Party") by a third party and pay any liabilities, damages and costs awarded in any such suit or proceeding if the suit or proceeding is based on (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 the Materials or Marks of the Indemnifying Party; or (b) the Indemnifying Party's failure to comply with all applicable laws, rules and regulations.
14.2 The Indemnified Party shall provide the Indemnifying Party with:
(a) full written notice as soon as practicable after it becomes aware of the Claim;
(b) exclusive control over the defence and settlement of such claim including control of any negotiations or proceedings in connection with the Claim; and
(c) proper and full information and assistance to settle or defend any such claim.
14.3 the Indemnified Party shall take reasonable steps to mitigate any loss or liability in respect of the Claim and not compromise or settle the Claim in any way without the Indemnifying Party's written consent.

15. TERMINATION

15.1 Each Party may terminate this Agreement immediately by giving written notice to the other Party if:
(a) the other Party commits a material breach of this Agreement, 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, ceases to do business, 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 or makes an assignment or arrangement for the benefit of creditors.
15.2 Without limiting its rights under Clause 15.1 above, Rogavi shall be entitled to terminate this Agreement immediately by written notice if Charity ceases to be a registered charity or otherwise loses its charitable status.
15.3 Each Party may 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 this 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; and
(b) all licenses granted under this Agreement shall terminate; and
(c) any Exclusive Prize Lotteries shall be closed and Rogavi shall notify all Entrants of that fact and shall refund to such Entrants the amounts paid in respect of the tickets; and
(d) Charity shall cease to be a Participating Charity in any Open Prize Lotteries and Rogavi shall notify all Entrants of that fact and shall refund to such Entrants who had designated Charity as the beneficiary of the ticket proceeds the amounts paid in respect of the tickets;
(e) each Party shall immediately pay to the other all amounts due under this Agreement; and
(f) 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
(g) Rogavi shall provide Charity with copies of records retained by Rogavi in relation to Donors in compliance with HMRC audit requirements provided that Rogavi 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 this Agreement or have any liability to the other in so far as it is prevented from performing its obligations under this Agreement by reason of any circumstances beyond its reasonable control.

18. GENERAL

18.1 This Agreement together with the Schedules to this Agreement sets out the entire agreement and understanding between the Parties and supersedes all prior agreements, understandings or arrangements (oral or written) in respect of the subject matter of this Agreement.
18.2 Each Party acknowledges that it has entered into this Agreement in reliance only on the representations, warranties promises and terms contained in this Agreement and, save as expressly set out in this Agreement, each Party shall have no liability in respect of any other representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently.
18.3 This Agreement shall be binding on and enure for the benefit of the successors in title of the Parties but, shall not be assigned or sub-contracted by any Party without the prior written consent of the other save that Rogavi shall be entitled to sub-contract development, payment processing and customer support functions to reputable service providers on notice to Charity. Rogavi shall be entitled to assign the benefit of this Agreement to a bona fide purchaser of its business on notice to Charity.
18.4 No purported variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each of the Parties.
18.5 To the extent that any provision of this 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 this Agreement, it shall not affect the enforceability of the remainder of this Agreement nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.
18.6 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 this Agreement or otherwise.
18.7 No announcement concerning the terms of this Agreement shall be made by or on behalf of any of the Parties without the prior written consent of the others, such consent not to be unreasonably withheld or delayed.
18.8 The relationship between the Parties is that of independent contractors and nothing in this Agreement is intended to, or should be construed as creating a partnership, agency, joint venture or employment relationship.
18.9 No term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a Party to it.
18.10 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 Clause 18.10 or as otherwise notified in writing from time to time. For notices to Rogavi: (Address) 16 Station Rd, London NW10 4UE. For notices to Charity: (Address); the address first set out in this Agreement. A notice shall be deemed to have been served: (a) at the time of delivery if delivered personally; (b) forty-eight (48) hours after posting; (c) two (2) hours after transmission (confirmed by a delivery confirmation) if served by email during normal business hours of the recipient, and at the opening of the next normal business day if not sent during such normal business hours.
18.11 This Agreement shall be governed by and construed in accordance with English law. Each of the Parties irrevocably submits for all purposes in connection with this Agreement to the exclusive jurisdiction of the courts of England.

SCHEDULE 1

THE SERVICES

The Services shall include the functionality in this Schedule 1 below together with any additional functionality in the relevant Exhibit to this Schedule.

1. SITE FUNCTIONALITY

1.1 Donations
(a) Donors may donate money to the Charity via Visa, MasterCard, Switch, Solo and Visa Delta.
(b) Subject to eligibility, Donors may donate money using Gift Aid according to HM Revenue & Customs rules.
(c) Donors may offer Prizes for the Charity to use in Exclusive Prize Lotteries by providing information about the Prizes through the Site to allow the Charity to accept or reject the Prize. Donors may also offer Prizes for Rogavi to use in Open Prize Lotteries.
1.2 Prize Lotteries
(a) Users can win prizes by buying a ticket and entering a Prize Lottery. Entrants may purchase tickets to Prize Lotteries by any of the payment methods set out in Paragraph 1.1(a) above.
(b) Rogavi shall host details of the Prize Lotteries on the www.rogavi.com.
(c) Where a Prize Lottery has been held, Rogavi shall notify the winning Entrants by email and shall confirm address details. Where the winning Entrant does not confirm address details within 30 days the prize will be redrawn. Rogavi shall collect addresses from Entrants before the Entrants enter the Prize Lottery.
1.3 Administrator functions
The Site shall include an administrator page to allow the Charity to access and view the following information:

• aggregate donations to the Charity from Donors; and
• aggregate ticket proceeds for Exclusive Prize Lotteries and (to the extent Charity is a Participating Charity and designated beneficiary) Open Prize Lotteries.

1.4 Other functionality
(a) Donors may opt in to receive promotional materials from the Charity; and
(b) Donors may donate directly to the Charity.
1.5 Financial Processing
Datacash process Cardholder Not Present transactions for nominated card types in a secure, online real-time environment.
Barclaycard authorises the transaction with card-issuing banks.
Payment is cleared to the Rogavi Network Client Account, held with Barclays Bank or similar account held with such other bank as Rogavi may notify charity from time to time.
Payment is processed if the aggregate amount due to charity exceeds £100.
1.6 User Management
Rogavi shall collect, maintain and hold a database of Users to include the following information: Title, First name, Last name, Address delivery, Card details, Display name, Email, Opt in for Rogavi email, Opt in for Charity email, About (used if the user has a private page), Photo (used if the user has a private page).

2. HOSTING

2.1 Subject to Charity’s compliance with Clause 6, Rogavi shall host the Charity’s Materials and Charity’s Marks in connection with Exclusive Prize Lotteries on the Site.

3. ACCOUNT MANAGEMENT

3.1 Rogavi shall operate and maintain a bank account (“Client Account”) for all Proceeds.
3.2 Rogavi shall hold the Proceeds on behalf of the Charity in the Client Account until Rogavi has paid such Proceeds to the Charity in accordance with Clauses 4 and 7 of this Agreement.

4. RECOVERY OF GIFT AID

4.1 Rogavi shall reclaim amounts from HMRC in respect of donations made by Donors who have elected to use Gift Aid and shall hold all Reclaimed Amounts on behalf of the Charity provided that such reclamation shall be undertaken bi-annually.
 4.2 Rogavi shall keep records in compliance with HMRC audit requirements for Gift Aid.

5. COMMUNICATIONS WITH USERS

5.1 Rogavi shall send an email to each Donor on behalf of the Charity in respect of each donation in a format to be agreed with the Charity.
5.2 Rogavi shall respond to enquiries from Users in relation to donations and Prize Lotteries only and shall refer to the Charity all other enquiries relating specifically to the Charity. Rogavi’s responses shall be by email or telephone (at Rogavi’s discretion) between 09:30 GMT to 17:00 GMT during normal business days.
5.3 Rogavi will offer Users the option to opt in to receive email correspondence from the Charity.
5.4 Rogavi will use the Charity Marks to create co-branded logos for banner advertisements to be used for affiliate marketing campaigns through Rogavi’s Affiliate Network to promote the Prizes and Prize Lotteries. For the avoidance of doubt, the licence granted to Rogavi under Clause 8.1 shall extend to such use provided that Rogavi shall and shall procure the compliance of its Affiliate Network with Clause 8.2.

6. ROGAVI LINK

6.1 Rogavi may in its discretion include a link from its home page or other pages on the Site to one or more pages on the Charity’s website.

7. CONSULTANCY

Rogavi shall by agreement with Charity provide to Charity certain consultancy and developmental services (“Consultancy Services”) as set out below and as may be included in the Bespoke Services. Save where specified in Paragraph 1 of Schedule 4, the fees for such Consultancy Services shall be subject to agreement between Rogavi and Charity prior to the commencement of the Consultancy Services. The Consultancy Services are as follows:
(a) Conducting an affiliate marketing campaign through Rogavi’s Affiliate Network;
(b) Provide branded marketing services for banners, email, widgets and buttons to be used by Charity to promote Prize(s) for Exclusive Prize Lotteries;
(c) Conduct data generation campaigns and;
(d) Provide hosting services with tracking.

SCHEDULE 2

Cost
£20 per month (“Subscription Fee”)

Charity Lobby
A content management template for charity information

Lobby page Rogavi.com
    * Standard design with logo
    * List prizes
    * Prize detail page

Email
Three email templates.

Search Engine Marketing
10 keywords are coded to charity pages with regular search engine submissions.

Buttons
Three size of template button.

Donate Directly
One off donations to your charity

Gift Aid Reclaim
Monthly reclaim

Financial Reporting
Monthly financial reporting

Customer Service
Email customer service.

SCHEDULE 3

Cost
£200 per month (“Subscription Fee”)

Charity Lobby
Designed and branded.

Rogavi.com
Designed lobby pages
Managed by webmaster
Featured charity
Featured prize
List prizes
Prize detail page

Email
2 managed targeted campaigns / month
20000 emails
Design
Tracking & report

Access to email server, D.I.Y
Campaign set-up £10
Email £0.02/email
Branded templates

Banners
Two bespoke banners per month.
Hosting.
£50 a month in paid for banner advertising.

Campaigns
Co-Branding in campaigns.

Widgets
3 bespoke widgets per annum.
Hosting.

Prizes feed
One bespoke prize feed.

Search marketing
£50 a month in pay per click advertising.

Donate Directly
Single payments.

Gift Aid Reclaim
Monthly reclaim.

Financial Reporting
Monthly financial reporting.

Customer Service
Email customer service.

Third Party Prizes
Access to experiences and gifts from dedicated suppliers

SCHEDULE 4

FEES

1. Charity shall pay Rogavi the fees set out in the relevant Schedule. Except where expressly stated otherwise, recurring monthly fees shall be payable on 1st day of the relevant month and any set-up fee shall be payable in full on the Effective Date.
2. Charity shall pay Commission to Rogavi as follows:
(a) 20% of the proceeds from tickets to Prize Lotteries purchased by Charity Donors for the benefit of the Charity during the Term;
(b) 30% of the proceeds from tickets to Prize Lotteries purchased by Rogavi Donors for the benefit of the Charity during the Term;
(c) 5% of all donations (excluding the proceeds from tickets to Prize Lotteries but including any Reclaimed Amounts) made by Donors for the benefit of the Charity during the Term.
3. Where applicable, Charity shall pay Commission to Rogavi pursuant to Clause 5.7 at the rate set out in Paragraph 2(a) above and shall pay Commission to Rogavi pursuant to Clause 5.8 at the rate set out in Paragraph 2(b) above.

SCHEDULE 5

MARKS AND MATERIALS

1. ROGAVI MARKS
Rogavi
Rogavi.net

2. ROGAVI MATERIALS
Rogavi Materials include but are not limited to Rogavi works, emails, banners, widgets, buttons and other web functionality designed and or developed by or on behalf of Rogavi and comprised in the Services.