We have developed certain website templates, software applications, platforms, documentation and support for the set-up, running and management of raffle websites. These Terms and Conditions set out the terms under which our services and templates for raffle websites, accessed via subscriptions, is provided by us to business customers through this website, www.reffle.co. Please read these Terms and Conditions carefully and make sure you understand them before purchasing a subscription. You will be required to accept these Terms and Conditions when ordering a subscription. If you do not agree to comply with and be bound by these Terms and Conditions, you will not be able to purchase a subscription or be able to access the services and templates through our website.

(1) Information About Us

(1.a) Our website, www.reffle.co, is owned and operated by Hilton Web Design Ltd t/a Reffle®, a limited company registered in England and Wales under company number 09841456, whose registered address is Flint Glass Works, 64 Jersey Street, Manchester, England, M4 6JW.

(1.b) Our VAT number is GB226843204.

(1.c) If you wish to contact us with general questions you can contact us by telephone at 0333 567 0408, by email at [email protected], or by post at Flint Glass Works, 64 Jersey Street, Manchester, England, M4 6JW.

(2) Definitions

​In these Terms and Conditions the following terms have the following meanings:

(2.a) “Contract” - means a contract for the purchase of our Services, as explained in clause 5.

(2.b) “Data Protection Legislation” - means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and its associated regulations); and the Privacy and Electronic Communications Regulations 2003 as amended.

(2.c) “Documentation” - the documentation made available to you by us, as detailed in the description of the Services on our Site, which includes the UK legal documents for raffle websites, which we provide as part of the Service and also the user instructions for the Templates.

(2.d) “Services” - means the preparation and provision of the Templates tailored for your business (including the provision of the Documentation) and the hosting, maintenance and support services for the Templates, provided in the form of a Subscription, as described on our Site.

(2.e) “Site” - means www.reffle.co

(2.f) “Subscription” - means a subscription to our hosting, maintenance and support services for the Templates, as described on our Site.

(2.g) “Subscription Confirmation” - means our acceptance and confirmation of your purchase of a Subscription.

(2.h) “Subscription ID” - means the reference number for your Subscription.

(2.i) “Templates” - means the digital raffle website templates provided by us to you, for use in your business.

(2.j) “Virus” - means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

(2.k) “Vulnerability” - a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability.

(2.l) “We/Us/Our” - means Hilton Web Design Ltd t/a Reffle, a limited company registered in England and Wales under company number 09841456, whose registered address is Flint Glass Works, 64 Jersey Street, Manchester, England, M4 6JW.

(2.m) “You/Your/Their” - means you, the client, who is purchasing our Services and Subscription.

(3) Business Customers

(3.a) These Terms and Conditions apply to business customers only. These Terms and Conditions do not apply to individual consumers purchasing Services for personal use (that is, not in connection with, or for use in, their trade, business, craft, or profession).

(3.b) These Terms and Conditions constitute the entire agreement between us and you with respect to your purchase of Services from us. You acknowledge that you have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of us that is not set out in these Terms and Conditions and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any such statement.

(3.c) Any Contract, between you and us, will not prevent us from providing any of our services and/or subscriptions to any other third party, (regardless of proximity to you).

(4) Subscriptions, Pricing and Availability

(4.a) We charge an initial, one-off set-up fee (the “Set-Up Fee”) to create a tailored website for your business using our Templates. The price for this Set-Up Fee is displayed on our Site or discussed with us via phone, email or online/in-person meetings for any custom work.

(4.b) Our Subscriptions are for our hosting, maintenance and support services of our Templates, and are as described and priced on our Site.

(4.c) Subscriptions are on a rolling monthly basis, unless otherwise agreed in writing with us.

(4.d) We may from time to time change our prices. Changes in price will apply to any subsequent monthly renewal or any new Subscription you subscribe to. We will inform you of any change in price at least one month before the change is due to take effect. If you do not agree to such a change, you may:

(4.d.a) if we give you the option, remain on your existing Subscription with us;

(4.d.b) cancel the Contract as described in clause 11.

(4.e) If we agree to allow you to remain on your existing Subscription, it will be known as a “Legacy Subscription” and your original subscription will no longer be as described on our Site. In such circumstances, we will send you an email with a detailed description of the services contained within your Legacy Subscription and the monthly price that will apply to the Legacy Subscription.

(4.f) Minor changes may, from time to time, be made to certain Services and Templates, for example, to reflect changes in relevant laws and regulatory requirements, or to address technical or security issues. These changes will not alter the main characteristics of the Services and Templates and should not normally affect your use of the Services and Templates. However, if any change is made that would affect your use of the Services and Templates, suitable information will be provided to you.

(4.g) In some cases we may make more significant changes to the Services and Templates. If we do so, we will inform you at least one month before the changes are due to take effect. If you do not agree to the changes, you may cancel the Contract as described in sub-clause 11. You may, at our sole discretion, be given the option to remain on your Legacy Subscription and to not have the new changes apply to the Services we provide you.

(4.h) Prices on our Site are shown exclusive of VAT. VAT is added to the price at the checkout page.

(5) Orders – How Contracts Are Formed

(5.a) Our Site will guide you through the process of purchasing a Subscription. Before completing your purchase, you will be given the opportunity to review your order and amend it. Please ensure that you have checked your order carefully before submitting it.

(5.b) No part of our Site constitutes a contractual offer capable of acceptance. Your order to purchase a Subscription constitutes a contractual offer that we may, at our sole discretion, accept. Our acceptance is indicated by us sending you a Subscription Confirmation by email. Only once we have sent you a Subscription Confirmation will there be a legally binding Contract between us and you.

(5.c) Subscription Confirmations shall contain the following information:

(5.c.a) Your Subscription ID;

(5.c.b) Confirmation of the Subscription ordered including full details of the main characteristics of the Subscription and the Services and Templates available as part of it;

(5.c.c) Fully itemised pricing for your Subscription including, where appropriate, taxes, and other additional charges; and

(5.c.d) The duration of your Subscription (including the start date, and the monthly renewal date).

(5.d) In the unlikely event that we do not accept or cannot fulfil your order for any reason, we will explain why in writing. No payment will be taken under normal circumstances. If we have taken payment any such sums will be refunded to you.

(6) Payment

(6.a) Payment for the Set-Up Fee and Subscriptions must always be made in advance. Your chosen payment method will be charged when we process your order and send you a Subscription Confirmation and on each monthly renewal date.

(6.b) Payments due must be made in full, without any set-off, counterclaim, deduction, or withholding (except where any deduction or withholding of tax is required by law).

(6.c) We accept the following methods of payment on our Site:

Card payment via Stripe;

(6.d) If you do not make any payment due to us on time, we may suspend your access to our Services and Templates. You will not be charged for any of our Services or Templates while availability is suspended.

(6.e) If you do not make payment within 7 days of our reminder, we may cancel the Contract. Any outstanding sums due to us will remain due and payable.

(6.f) We may charge you interest on any late payments, which shall accrue on a daily basis at an annual rate of 3% over the then current base lending rate of the Bank of England, commencing on the due date and continuing until fully paid.

(6.g) If you believe that we have charged you an incorrect amount, please contact us at [email protected] as soon as reasonably possible to let us know.

(7) Provision of our Services and the Templates

(7.a) Once we have received the Set-Up Fee we will schedule in the provision of our Services for the preparation of your new raffle website, using our Templates. Such services will be carried out in accordance with the description of our set-up services on our Site.

(7.b) Once we have sent you the Subscription Confirmation, we will begin providing the Subscription and the associated Subscription services. The Services and Templates will continue to be available for the duration of your Subscription, and all Subscription renewals, until the Contract is ended.

(7.c) For any additional services, outside the scope of the Services as described on our Site, (for example, if you require any additional functionality or bespoke integration of the Templates) you will be charged at our then current hourly rate plus VAT. All such additional services will be invoiced on a monthly basis and you agree to pay such invoices within 14 days of the invoice date.

(7.d) You agree to provide us with all necessary co-operation in relation to the Contract and all necessary access to such information (including Your IP (as defined in clause 9.b)) as may be required by us to perform the Services.

(7.e) In some limited circumstances, we may need to suspend the provision of our Services and/or the Templates (in full or in part) for one or more of the following reasons:

(7.e.a) To fix technical problems or to make necessary minor technical changes, as described above in sub-clause 4.f;

(7.e.b) To update the Templates to comply with relevant changes in the law or other regulatory requirements, as described above in sub-clause 4.f; or

(7.e.c) To make more significant changes to the Templates, as described above in sub-clause 4.g.

(7.f) We will, as part of the Services, provide you with our standard hosting, maintenance and support service (as described on our Site) during our normal business hours (Monday-Friday, 9am-5pm). Upon advance written notice, we may amend the support services in our sole and absolute discretion from time to time.

(7.g) We undertake that all our Services will be performed substantially in accordance with the descriptions set out on our Site, with reasonable skill and care, and for United Kingdom use only.

(7.h) If the Services do not conform with the undertaking given in clause 7.g, we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 7.g.

(7.i) The undertaking in clause 7.g will not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Templates by any party other than us or our authorised contractors or agents.

(7.j) We are not responsible for any delays, delivery failures or any other loss or damage resulting from the transfer of data over communication networks and facilities, including the internet, and you acknowledge that the Services and Templates may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

(8) Your Obligations

(8.a) You agree to comply with all applicable laws and regulations with respect to your activities under the Contract.

(8.b) You agree to carry out all your responsibilities set out in these Terms and Conditions in a timely and efficient manner. In the event of any delays in your providing of such assistance, we may adjust any agreed timetable or delivery schedule as reasonably necessary.

(8.c) You will be responsible for securing and maintaining your domain name.

(8.d) You acknowledge that our Services are for use in the United Kingdom only. If you intend to use the Documentation, Services and Templates in a jurisdiction outside of the United Kingdom, you are solely responsible for checking, with a local solicitor/lawyer, that the Documentation, Services and Templates are compliant with the laws and regulations in that jurisdiction.

(8.e) You will obtain and maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform the Services and provide the Templates under the Contract.

(8.f) You will ensure that your network and systems comply with the relevant specifications provided by us from time to time and be solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

(8.g) You will have sole responsibility for the legality, reliability, integrity, accuracy and quality of any of the content and data you input into the Templates.

(8.h) During the term of the Contract, you agree to not remove the ‘Powered by Reffle’ wording from the footer of each page of the website that has been created using our Templates.

(8.i) You agree not to act in a manner which might be perceived as damaging to our reputation and goodwill or which may bring us into disrepute or harm.

(8.k) You agree not to take any action that imposes an unreasonable or disproportionately large load on the infrastructure of our systems or networks, or otherwise interfere with or disrupt the operation of any of our Services, or the servers or networks that host them or make them available, or disobey any requirements, procedures, policies, or regulations of such servers or networks.

(8.l) Any failure to comply with any of the terms set out in this clause 8 may result in the immediate termination of the Services and your Subscription, with or without further notice to you and without any refund of amounts paid on account of any of our Services.

(9) Intellectual Property

(9.a) You acknowledge and agree that we own all intellectual property rights in the Services, the Templates and the Documentation, including the underlying software, the design of the Templates, and all functionality contained within the Templates (Our IP), and that any Subscription does not grant you any rights (except as set out in clause 9.c) to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks or any other rights or licence in respect of the Services, the Templates or the Documentation.

(9.b) Any branding, custom designs or website content produced by you for use on the Templates will remain your intellectual property (Your IP).

(9.c) When you purchase a Subscription to access our Services and Templates, we will grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use Our IP for commercial purposes and only during the term of the Contract. The licence granted to you does not give you any rights in our Templates or the remainder of Our IP.

(9.d) The licence granted to you under sub-clause 9.c is subject to the following usage restrictions and/or permissions:

(9.d.a) You will not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transfer or distribute all or any portion of the Templates in any form or media by any means.

(9.d.b) You will not attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human perceivable form all or any part of the Templates.

(9.d.c) You will not access all or any part of the Services or Templates in order to build a product or service which competes with the Services or Templates.

(9.d.e) You will not introduce or permit the introduction of any Virus or Vulnerability into our network and information systems.

(9.e) You grant us a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use Your IP for the purposes of delivering our Services and the Templates as part of this Subscription.

(9.f) You agree to fully defend, indemnify and hold harmless us against any claims, actions, proceedings, losses, damages, expenses and costs arising our of or in connection with our use of Your IP.

(10) Confidentiality

(10.a) For the purpose of these Terms and Conditions, “Confidential Information” means all information relating to a party that is marked as confidential or would reasonably be considered confidential under the circumstances in which it is shared. This includes information relating to our Services, the Templates, the Documentation, fees, pricing, know-how and your Subscription.

(10.b) Confidential Information does not include information that is:

(10.b.a) in the public domain not by breach of these Terms and Conditions;

(10.b.b) already known by the receiving party at the time of its disclosure;

(10.b.c) lawfully received by a party free of any obligation of confidentiality at the time of its disclosure;

(10.b.d) independently developed by a party without access to or use of Confidential Information; or

(10.b.e) expressly indicated as not confidential.

(10.c) Each party agrees to:

(10.c.a) maintain the confidentiality of any Confidential Information shared by the other party;

(10.c.b) not disclose, copy or modify the Confidential Information without the owner’s prior written consent;

(10.c.c) only use Confidential Information in connection with its performance of these Terms and Conditions;

(10.c.d) promptly notify the other party upon becoming aware of any breach of these obligations; and

(10.c.e) promptly destroy or return any Confidential Information it holds upon the owner’s request, except if required by legal or regulatory obligations to retain copies of Confidential Information which must be securely stored in archival or computer back-up systems and remain subject to these Terms and Conditions.

(10.d) Each party may disclose Confidential Information to its affiliates, employees, directors or advisors (“Permitted Recipients”) on a strictly “need to know” basis who are bound in writing to confidentiality obligations similar to the terms set out in these Terms and Conditions. Each party is responsible for all acts or omissions of its Permitted Recipients which would constitute a breach of these Terms and Conditions as if it were a party to it.

(10.e) Each party may disclose Confidential Information if required by law provided that they notify the owner as soon as possible, if legally allowed, and take reasonable steps to limit disclosure.

(10.f) The confidentiality obligations contained in these Terms and Conditions will continue for 3 years after the expiration or termination of your Subscription.

(11) Ending Your Subscription

(11.a) You may cancel your Contract at any time by providing 30 days written notice to us. If your notice is received by us part way through your monthly Subscription term, then the final months Subscription fee will be pro-rated up to the termination date. You will continue to have access to the Services and Templates up until the termination date, when the Contract will end.

(11.b) If you wish to exercise your right to cancel under this clause 11, you should contact us in writing at [email protected].

(11.c) You may end the Contract at any time if we have informed you of a forthcoming change to your Subscription or the Templates (as described in sub-clause 4.g), or to these Terms and Conditions that you do not agree to. If the change is set to take effect or apply to you before the end of your current Subscription, we will issue you with a pro-rated refund equal to the remaining time left in that Subscription. If the change will not take effect or apply to you until the expiry of your current Subscription, the Contract will end at the end of that Subscription period and you will continue to have access to the Services and Templates until that date.

(11.d) Upon termination of the Contract:

(11.d.a) all rights in the Templates will remain with us, and you will no longer be permitted to use the Templates in any way whatsoever;

(11.d.b) the licence in clause 9.c will no longer be granted to you;

(11.d.c) you will not transfer your website, using our Templates, to another host;

(11.d.e) any of your content which has been uploaded onto the Template may be deleted or lost. We will not be liable to you in any way for any such loss, and you are advised to take steps to remove any of Your IP prior to the termination of the Contract; and

(11.d.f) we reserve the right to delete all data and content on the Templates. Any such data cannot be recovered once the Contract is terminated.

(12) Our Liability

(12.a) Subject to sub-clause 12.c, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity, or for any indirect or consequential loss arising out of or in connection with any contract between you and us.

(12.b) Subject to sub-clause 12.c, our total liability to you for all other losses arising out of or in connection with any contract between you and us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be 100% of the total sums paid by you during the 12 month period immediately preceding the date on which the claim arose.

(12.c) Nothing in these Terms and Conditions seeks to limit or exclude our liability for death or personal injury caused by our negligence (including that of our employees, agents or sub-contractors); for fraud or fraudulent misrepresentation; or for any other matter in respect of which liability cannot be excluded or restricted by law.

(12.d) In no circumstances will we be considered as a “publisher” of any of Your IP, and we do not in any way endorse any of Your IP or content on the Templates. We assume no liability for any of Your IP or content uploaded, posted, published and/or made available through our Services, or for any loss, damage, cost or expense that you or others may suffer or incur as a result of or in connection with publishing, accessing and/or relying on any of Your IP or content. We will not be liable for any mistakes, defamation, libel, falsehoods, obscenity, pornography, incitement and/or any other unlawful and/or infringing content you may upload.

(13) Events Outside of Our Control (Force Majeure)

(13.a) We will not be liable for any failure or delay in performing our obligations where that failure or delay results from any cause that is beyond our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond our reasonable control.

(13.b) If any event described under this clause 13 occurs that is likely to adversely affect our performance of any of our obligations under these Terms and Conditions:

(13.b.a) We will inform you as soon as is reasonably possible;

(13.b.b) We will take all reasonable steps to minimise the delay;

(13.b.c) To the extent that we cannot minimise the delay, our affected obligations under these Terms and Conditions (and therefore the Contract) will be suspended and any time limits that we are bound by will be extended accordingly; and

(13.b.d) We will inform you when the event outside of our control is over and provide details of any new dates, times or availability of our Services and the Templates as necessary.

(14) Data Protection

(14.a) We will use any personal information you provide to us to:

(14.a.a) provide the Services;

(14.a.b) process your payment for the Services;

(14.a.c) inform you about similar services that we provide, but you may stop receiving these at any time by contacting us. We will process any such personal data in accordance with our Privacy Policy, the terms of which are incorporated into this Contract.

(14.b) You and us, both agree to comply with all applicable requirements of the Data Protection Legislation.

(14.c) During the term of the Subscription, and in relation to any personal data you share with us, we agree that you will be the data controller and we will be the data processor. For the purposes of this Contract, the scope, nature and purpose of processing of personal data by us is in relation to the processing of personal data of your clients/customers whilst providing our Services to you.

(14.d) You will ensure that you have all necessary appropriate consents and notices in place to enable the lawful transfer of any personal data to us, for the duration and purposes of this Contract. You will indemnify us in full for all liabilities, costs, expenses, damages and losses suffered or incurred by us arising out of or in connection with your breach of this clause.

(14.e) We will, in relation to any personal data processed in connection with the performance of our Services under this Contract:

(14.e.a) process that personal data only in accordance with your instructions;

(14.e.b) ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against loss or destruction of personal data, appropriate to the harm that might result having regard to the state of technological development and the cost of implementing any such measures;

(14.e.c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential, safe and secure;

(14.e.d) not transfer any personal data outside of the United Kingdom unless we have provided appropriate safeguards are in place in relation to the transfer and that we have complied with our obligations under the relevant data protection legislation by providing an adequate level of protection to any personal data that is transferred;

(14.e.e) assist you, ay your cost, in responding to any request from a data subject and in ensuring compliance with our obligations under the data protection legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(14.e.f) notify you, as soon as reasonably possible, on becoming aware of a personal data breach of any of your or your clients personal data;

(14.e.g) on your written request, delete or return any personal data we hold about you or your clients; and

(14.e.h) maintain complete and accurate records and information to demonstrate our compliance with this data protection clause.

(15) Other Important Terms

(15.a) We may transfer (assign) our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (this may happen, for example, if we sell our business). If this occurs, you will be informed by us in writing. Your rights under these Terms and Conditions will not be affected and our obligations under these Terms and Conditions will be transferred to the third party who will remain bound by them.

(15.b) You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without our express written permission.

(15.c) The Contract is between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.

(15.d) Nothing in these Terms and Conditions is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.

(15.e) If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.

(15.f) No failure or delay by us in exercising any of our rights under these Terms and Conditions means that we have waived that right, and no waiver by us of a breach of any provision of these Terms and Conditions means that we will waive any subsequent breach of the same or any other provision.

(15.g) We may revise these Terms and Conditions from time to time in response to changes in relevant laws and other regulatory requirements. If we change these Terms and Conditions as they relate to your Subscription, we will give you reasonable advance notice of the changes and provide details of how to cancel if you are not happy with them.

(16) Law and Jurisdiction

(16.a) These Terms and Conditions, and the relationship between you and us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.

(16.b) ​Any disputes concerning these Terms and Conditions, the relationship between you and us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.