Please read these Terms and Conditions carefully. All contracts that the Provider may enter into from time to time for the provision of the Provider’s services shall be governed by these Terms and Conditions, and the Provider will ask the Customer for the Customer’s express written acceptance of these Terms and Conditions before providing any such services to the Customer.

    1. Definitions

    2. In these Terms and Conditions:
      1. “Charges“

        means the following amounts:

        1. amounts calculated by multiplying the Provider’s standard charging rates (as notified by the Provider to the Customer before the date of the Contract) by the total lottery turnover of the customer;
      2. “Confidential Information” means the Provider Confidential Information and the Customer Confidential Information;
      3. “Contract” means a particular contract made under these Terms and Conditions between the Provider and the Customer;
      4. “Customer“
        means the person or entity identified as such in the Contract

        ;

      5. “Customer Confidential Information” means:
        1. any information disclosed by or on behalf of the Customer to the Provider at any time before the termination of the Contract (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as “confidential” or should have been understood by the Provider (acting reasonably) to be confidential; and
        2. the terms of the Contract;
      6. “Customer Personal Data” means any Personal Data that is processed by the Provider on behalf of the Customer in relation to the Contract, but excluding [personal data] with respect to which the Provider is a data controller;
      7. “Data Protection Laws” means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Customer Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679);
      8. “Effective Date” means the date of execution of the Contract;
      9. “Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
      10. “Personal Data” has the meaning given to it in the Data Protection Laws applicable in the United Kingdom from time to time;
      11. “Provider” means Our Club Ltd of 84 Hamilton Road, Motherwell ML1 3BY;
      12. “Provider Confidential Information” means:
        1. any information disclosed by or on behalf of the Provider to the Customer at any time before the termination of the Contract (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as “confidential” or should have been understood by the Customer (acting reasonably) to be confidential; and
        2. the terms of the Contract;
      13. “Services“
        means the consultancy services specified in the Contract;
      14. “Statement of Work” means a written statement of work agreed by or on behalf of each of the parties;
      15. “Term” means the term of the Contract, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2; and
      16. “Terms and Conditions” means all the documentation containing the provisions of the Contract, namely the main body of these Terms and Conditions, including any amendments to that documentation from time to time.

    1. Term

    2. The Contract shall come into force upon the Effective Date.
    3. The Contract shall continue in force indefinitely, subject to termination in accordance with Clause 11 or any other provision of these Terms and Conditions.

    1. Services

    2. The Provider shall provide the Services to the Customer in accordance with these Terms and Conditions.
    3. The Provider shall provide the Services with reasonable skill and care.
    4. The Provider shall keep the Customer informed about the progress of the Services and, in particular, shall promptly provide information about such progress following receipt of a written request from the Customer to do so.
    5. The Provider shall comply with all reasonable requests and directions of the Customer in relation to the Services.

    1. Customer obligations

    2. Promptly following receipt of a written request from the Provider to do so, the Customer will provide to the Provider such:
      1. assistance and co-operation; and
      2. information and documentation,

      as is reasonably requested by the Provider for the purpose of enabling the Provider to perform its obligations under these Terms and Conditions.

    3. The Customer shall be responsible for procuring any third party co-operation reasonably required by the Provider to enable the Provider to perform its obligations under the Contract.

    1. Charges

    2. The Customer shall pay the Charges to the Provider in accordance with these Terms and Conditions.
    3. All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Provider.
    4. The Provider may elect to vary any element of the Charges by giving to the Customer not less than 90 days’ written notice of the variation

    1. Payments

    2. The Provider shall issue invoices for the Charges to the Customer at any time after the relevant Services have been delivered to the Customer.
    3. The Charges are due to the Provider within the period of 7 days following the receipt of an invoice issued in accordance with this Clause 6.
    4. The Provider will deduct any Charges from amounts which the Provider has collected on behalf of the Customer.

    1. Confidentiality obligations

    2. The Provider must:
      1. keep the Customer Confidential Information strictly confidential;
      2. not disclose the Customer Confidential Information to any person without the Customer’s prior written consent; and
      3. use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider’s own confidential information of a similar nature, being at least a reasonable degree of care.
    3. The Customer must:
      1. keep the Provider Confidential Information strictly confidential;
      2. not disclose the Provider Confidential Information to any person without the Provider’s prior written consent; and
      3. use the same degree of care to protect the confidentiality of the Provider Confidential Information as the Customer uses to protect the Customer’s own confidential information of a similar nature, being at least a reasonable degree of care.
    4. Notwithstanding Clauses 7.1 and 7.2, a party’s Confidential Information may be disclosed by the other party to that other party’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to the Contract and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed.
    5. No obligations are imposed by this Clause 7 with respect to a party’s Confidential Information if that Confidential Information:
      1. is known to the other party before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality; or
      2. is or becomes publicly known through no act or default of the other party.
    6. The restrictions in this Clause 7 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of either party on any recognised stock exchange.
    7. Upon the termination of the Contract, each party must immediately cease to use the other party’s Confidential Information.
    8. The provisions of this Clause 7 shall continue in force indefinitely following the termination of the Contract.

    1. Data protection

    2. Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.
    3. The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Contract.

    4. The Customer shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to the Contract:

      1. the Personal Data of data subjects falling within the categories specified in the Contract (or such other categories as may be agreed by the parties in writing); and
      2. Personal Data of the types specified in the Contract (or such other types as may be agreed by the parties in writing).
    5. The Provider shall only process the Customer Personal Data for the purposes specified in the Contract.
    6. The Provider shall only process the Customer Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 8.
    7. The Provider shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to any place outside the European Economic Area), as set out in these Terms and Conditions or any other document agreed by the parties in writing.
    8. Notwithstanding any other provision of the Contract, the Provider may process the Customer Personal Data if and to the extent that the Provider is required to do so by applicable law. In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless that law prohibits such information.
    9. The Provider shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
    10. The Provider and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data.
    11. The Provider must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. In the case of a general written authorisation, the Provider shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the Customer may terminate the Contract on 7 days’ written notice to the Provider, providing that such notice must be given within the period of 7 days following the date that the Provider informed the Customer of the intended changes. The Provider shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on the Provider by this Clause 8.
    12. The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer’s obligation to respond to requests exercising a data subject’s rights under the Data Protection Laws.
    13. The Provider shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 8.12.
    14. The Provider shall make available to the Customer all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause 8 and the Data Protection Laws. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 8.13.
    15. The Provider shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.
    16. The Provider shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of the Provider’s processing of Customer Personal Data with the Data Protection Laws and this Clause 8. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 8.15.

    1. Warranties

    2. The Customer warrants to the Provider that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.
    3. All of the parties’ warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms and Conditions and the applicable Statement of Work. Subject to Clause 10.1, no other warranties or representations will be implied into the Contract and no other warranties or representations relating to the subject matter of the Contract will be implied into any other contract.

    1. Limitations and exclusions of liability

    2. Nothing in these Terms and Conditions will:
      1. limit or exclude any liability for death or personal injury resulting from negligence;
      2. limit or exclude any liability for fraud or fraudulent misrepresentation;
      3. limit any liabilities in any way that is not permitted under applicable law; or
      4. exclude any liabilities that may not be excluded under applicable law.
    3. The limitations and exclusions of liability set out in this Clause 10 and elsewhere in these Terms and Conditions:
      1. are subject to Clause 10.1; and
      2. govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.
    4. Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.
    5. Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings.
    6. Neither party shall be liable to the other party in respect of any loss of revenue or income.
    7. Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities.
    8. Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software.
    9. Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.

    1. Termination

    2. The Provider may terminate the Contract by giving to the Customer not less than 90 days’ written notice of termination. The Customer may terminate the Contract by giving to the Provider not less than 90 days’ written notice of termination.
    3. Either party may terminate the Contract immediately by giving written notice of termination to the other party if:
      1. the other party commits any material breach of the Contract, and the breach is not remediable;
      2. the other party commits a material breach of the Contract, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or
      3. the other party persistently breaches the Contract (irrespective of whether such breaches collectively constitute a material breach).
    4. Either party may terminate the Contract immediately by giving written notice of termination to the other party if:
      1. the other party:
        1. is dissolved;
        2. ceases to conduct all (or substantially all) of its business;
        3. is or becomes unable to pay its debts as they fall due;
        4. is or becomes insolvent or is declared insolvent; or
        5. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
      2. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party; or
      3. an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Contract).
    5. The Provider may terminate the Contract immediately by giving written notice to the Customer if:
      1. any amount due to be paid by the Customer to the Provider under the Contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and
      2. the Provider has given to the Customer at least 30 days’ written notice, following the failure to pay, of its intention to terminate the Contract in accordance with this Clause 11.4.

    1. Effects of termination

    2. Upon the termination of the Contract, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 6.2, 6.4, 7, 8.1, 8.3, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.13, 8.14, 8.15, 10, 12, 14 and 15.
    3. Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Contract shall not affect the accrued rights of either party.

    1. Notices

    2. Any notice given under these Terms and Conditions must be in writing, whether or not described as “written notice” in these Terms and Conditions.

    1. General

    2. No breach of any provision of the Contract shall be waived except with the express written consent of the party not in breach.
    3. If any provision of the Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
    4. The Contract may not be varied except by a written document signed by or on behalf of each of the parties.
    5. Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under these Terms and Conditions.
    6. The Contract is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Contract are not subject to the consent of any third party.
    7. Subject to Clause 10.1, these Terms and Conditions shall constitute the entire agreement between the parties in relation to the subject matter of these Terms and Conditions, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
    8. The Contract shall be governed by and construed in accordance with Scots law.
    9. The courts of Scotland shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract.

    1. Interpretation

    2. In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:
      1. that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
      2. any subordinate legislation made under that statute or statutory provision.
    3. The Clause headings do not affect the interpretation of these Terms and Conditions.
    4. References in these Terms and Conditions to “calendar months” are to the 12 named periods (January, February and so on) into which a year is divided.