Terms & Conditions

SPEND AND RAISE

COMMUNITY GROUP STANDARD TERMS AND CONDITIONS

 

 

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY

These terms and conditions (the “Conditions”), the Application Form and the Code of Conduct (together, the “Agreement”) constitute an agreement between (1) Digital Window Limited (company no: 04010229 and whose registered office at 3rd Floor, 100 Leman Street, London E1 8EU), trading as ‘Spend and Raise’ (“DWL”) and (2) the Community Group and the Administrator, and governs the Community Group’s use of the eStore and receipt of the Services.  By clicking the "I have read and accept the Spend and Raise Community Group Standard Terms and Conditions" box the Community Group and Administrator agree to be bound by the terms of the Agreement and enter a legal and enforceable contract with DWL.

 

DEFINITIONS

The following definitions apply in these Conditions:

“Admin Area”

means the Administrator’s login area of the eStore;

“Administrator”

means the individual responsible for the administration of the eStore and as set out in the Application Form or pursuant to Condition 2.3 or 2.4 ;

“Application Form”

means the application form set out at www.spendandraise.com;

“Code of Conduct”

means the Community Group Code of Conduct as set out in the Schedule to these conditions;

“Cookie(s)”

 

 

 

 

 

 

means a small software file, typically consisting of numbers and letters, which are placed by a website or internet domain onto the Device of a user of that website or internet domain;

 

“Community Group”

means the not for profit company, charity, partnership, unincorporated members association or other organisation or entity set out in the Application Form, and on whose behalf the Application Form is completed;

“Confidential Information”

means: (i) proprietary information (whether owned by the disclosing party or a third party to whom the disclosing party owes a non‑disclosure obligation); (ii)  information which is marked or identified as confidential at the time of disclosure to the receiving party or (iii) information that, by the nature of the circumstances surrounding the disclosure, ought to be treated in good faith as proprietary and/or confidential;

“Device”                 

 

means a computer, telephone, or other internet terminal equipment or device used to access the internet;

“DWL Cookies”

has the meaning set out in Condition 1.2;

“Data Protection Legislation”

means the Data Protection Act 1998 and any other UK or foreign privacy or data protection legislation or codes of practice from time to time in force;

“eStore”

means the online ‘Spend and Raise’ electronic store containing Merchant Links which is hosted by DWL and operated by the Community Group under the terms of this Agreement;

“Fees”

the amounts due to the Community Group from DWL in respect of Valid Transactions;   

“Intellectual Property Rights”

means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

“IP Materials”

means the Merchant Links, any DWL trade marks, any Merchant trade marks and any other materials that DWL may make available to the Community Group or display on the eStore in connection with this Agreement from time to time;

“Merchant”

means a retailer who is selling goods or services online, who is participating in the Network and whose Merchant Links are displayed on the eStore;

“Merchant Links”

means a hypertext reference link (or website ‘link’) which directs a Visitor from the eStore to the Merchant Website;

“Merchant Website”

means any website owned or operated by a Merchant;

“Minimum Threshold”

means £20 or such other sum as DWL may notify to then Community Group in writing from time to time;

“Network”

means the online marketing system provided by DWL whereby DWL introduces Community Groups to and Merchants;

“Regulations”

means the Privacy and Electronic Communications (EC Directive) Regulations 2003 as amended by the Privacy and Electronic Communications (EC Directive) (Amendment) Regulations 2011;

“Services”

means the eStore hosting and administration services and the Transaction tracking services to be provided by DWL to the Community Group under this Agreement;

“Supporters”

means those individuals that have registered on the eStore as supporters of the Community Group;

“Supporters Area”

means the Supporters login area of the eStore;

“Transaction”

means a transaction for the purchase of goods and/or services by a Visitor from a Merchant;

“Valid Transaction”

means a Transaction which:

(a)           involves a click which a bona fide Visitor voluntarily makes on a Merchant Link which has been placed on the eStore; and

(b)           is consistent with these Conditions and the Code of Conduct; and

(c)            is not obtained in a misleading, abusive or indirect manner for the sole purpose of increasing Fees; and

(d)           fulfils any other action/requirements required by DWL and/or the Merchant as specified on the Admin Area for a transaction to be deemed valid; and

(e)           has been approved/validated by the appropriate Merchant;

“Visitor”

means any person or entity which clicks on a Merchant Link.

 

1             APPLYING FOR AN ESTORE

1.1 To apply to become a Community Group and receive the Services, a prospective Community Group must fill out the Application Form (“Application”).  DWL will notify the Community Group of its acceptance or rejection of its Application.

1.2         The operation of the eStore depends on the use of Cookies.  Cookies will be placed by DWL onto any Devices the Community Group and/or the Administrator use to access the eStore (“Community Group Device”).  The Cookies placed by DWL (“DWL Cookies”) will enable information to be;       

(a)          stored on the Community Group Device; and

(b)          sent to and from the eStore and the Community Group Device. 

1.3         The DWL Cookies will enable DWL to:

(a)          [record information about the Community Group and/or the Administrator’s preferences when the Community Group and/or the Administrator uses the eStore];

(b)          [record any customisations the Community Group and/or the Administrator may make to customisable aspects of the eStore];

(c)          [recognise the Community Group and/or the Administrator when the Community Group and/or the Administrator returns to the eStore];

(d)          [analyse patterns of the Community Group and/or the Administrator’s usage of the eStore in order to assist DWL to improve the eStore and the Services and develop new functionality];

1.4         The DWL Cookies will enable DWL to record the following information:

a)            calculate the amounts due to the eStore in respect of transactions made through the eStore;

b)            record information about your preferences when you use the Service;

c)            any customisations you may make to customisable aspects of the Service;

d)            recognise you when you return to the Service;

e)            analyse patterns of the your usage of the Service in order to assist our improvement of the Service and development new functionality;

1.5         The DWL Cookies will have a lifespan of no more than 12 months, following such time period those DWL Cookies will [automatically delete/be rendered inactive].  

1.6         The DWL Cookies are vital to enable the eStore and the Services to operate properly.  If the Community Group and/or the Administrator does not wish to give its consent to the placement and use of DWL Cookies as described above, the Community Group make an Application.  By making an Application, the Community Group and the Administrator are giving their consent to the placement and use of the DWL Cookies as described above.  If the Community Group and/or the Administrator wishes to withdraw its consent, the Administrator must immediately notify DWL and cease to access the eStore and the Services.

1.7         DWL may reject an Application for any reason whatsoever in its sole discretion. 

1.8         The Administrator must be an individual aged over 18 years old and ordinarily resident in the UK.

1.9         On acceptance of the Community Group’s Application, DWL shall provide the Community Group with the eStore and commence the provision of the Services.

2             ADMINISTRATORS

2.1         If the Community Group is not a company, limited liability partnership or registered charity:

2.1.1               the Administrator hereby irrevocably and unconditionally guarantees the performance by the Community Group of its obligations; and

2.1.2               the Community Group and Administrator shall be personally held jointly and severally liable for all of the obligations and liabilities of the Community Group contained in this Agreement.

2.2         The Administrator’s password and username are personal to the Administrator and shall not be disclosed to any other person.

2.3         If the Administrator wishes to no longer be a party to this Agreement and to cease to act in its capacity as Administrator (the “Outgoing Administrator”), the following procedure shall apply:

2.3.1               The Outgoing Administrator shall:

(a)          notify DWL of its intention to no longer be a party to this Agreement and cease to act in its capacity as Administrator; and

(b)          state the name, address, email address and telephone number of the individual that the Community Group proposes shall replace the Outgoing Administrator in the capacity of Administrator (the “Proposed Administrator”); and

(c)          confirm the Proposed Administrator has consented to act as Administrator.

2.3.2               DWL shall contact the Proposed Administrator to obtain their written consent to act as Administrator and be bound by the terms of this Agreement.

2.3.3               Subject to DWL’s approval of the Proposed Administrator and DWL’s receipt of the Proposed Administrator’s consent to act as Administrator pursuant to Condition 2.3.2:

(a)          the Outgoing Administrator shall, on the issue of notice by DWL to the Outgoing Administrator, no longer be a party to this Agreement; and

(b)          the Proposed Administrator shall, on issue of notice by DWL to the Proposed Administrator, be the  Administrator and be bound to act in accordance with its obligations as the Administrator under this Agreement.

2.3.4               If DWL does not approve of the Proposed Administrator in its sole discretion, or if DWL does not receive confirmation pursuant to Condition 2.3.2, this Agreement shall terminate immediately on notice by either DWL or the Outgoing Administrator.

2.4         DWL may at its sole discretion, replace the Administrator on notice.

3             COMMUNITY GROUP OBLIGATIONS

3.1         The Community Group and the Administrator agree:

3.1.1               to use the Merchant Links only to procure Valid Transactions and not to use the Merchant Links to mislead Visitors;

3.1.2               to comply with any specific conditions or requirements of a Merchant, as may be communicated to the Community Group by DWL or the Merchant from time to time;

3.1.3               not to display on the eStore, or promote in connection with the eStore, any vouchers, coupons, renewal codes, promotion codes, voucher codes, promotional offers or any similar discount (“Voucher Code”) unless such Voucher Code is provided by DWL;

3.1.4               not to use any information gained under this Agreement to solicit any Merchants without the prior written approval of DWL;

3.1.5               not to block or interfere with the transmission of referrer URL data to DWL unless agreed in writing by DWL;

3.1.6               not to attempt to develop, decompile, disassemble or reverse engineer the eStore or any software owned, operated or controlled by DWL, nor attempt to derive the source code of any of the foregoing (except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties); or

3.1.7               not to “spam” or use unsolicited email marketing;

3.1.8               not to use the eStore to place Cookies;

3.1.9               to ensure that at any time DWL may contact Supporters,  including by post, email, third party social networking websites or text message (including short message service and multimedia messaging service);

3.1.10            to periodically review the Agreement on the Admin Area in order to remain aware of any changes to the Agreement; and

3.1.11            to immediately notify DWL if it suspects or is aware of actual or possible abuses of the eStore or the Services.

3.2         DWL has attempted to limit any Merchant Links in respect of products or services that are intended or suitable for adults only, or in respect of Merchant Websites which offer such products or services for sale or which contain content intended for adults only.  DWL’s ability to limit such Merchant Links is dependent on, amongst other things, the Merchants’ accurate categorisation of the products and services sold on Merchant Websites, which is beyond DWL’s control.  The Community Group is solely responsible for ensuring that the eStore displays Merchant Links which the Community Group considers appropriate for display on the eStore and for removing such Merchant Links from the eStore.

4             CODE OF CONDUCT

4.1         The Community Group undertakes to adhere to the Code of Conduct, which shall be displayed on the Admin Area.

4.2         DWL reserves the right to modify and update the Code of Conduct from time to time so that the Code of Conduct reflects, to the extent possible, ethical practice in light of changing technology.  DWL will display the updated Code of Conduct on the Admin Area. It is the Community Group’s responsibility to review the Admin Area to remain aware any changes to the Code of Conduct.

4.3         The Community Group agrees to adhere to any additional code of conduct or terms of business which any Merchant may require the Community Group to adhere to in order to display that Merchant’s Merchant Link on the eStore.

5             INTELLECTUAL PROPERTY RIGHTS

5.1         Subject to the terms of this Agreement, DWL hereby grants the Community Group a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, royalty-free license during the term of this Agreement to use the IP Materials on the eStore, solely in connection with the exercise of the Community Group’s rights and fulfilment of the Community Group’s obligations under this Agreement.

5.2         The Community Group acknowledges that DWL, or its licensees, own of all of the Intellectual Property Rights in and to all of the IP Materials.  All rights not expressly granted under this Agreement are hereby reserved by DWL or its licensors. Nothing contained in this Agreement shall be construed as an assignment of any right, title or interest in or to any Intellectual Property Rights of DWL or its licensors.

5.3         The Community Group hereby grants DWL a non-exclusive, assignable, transferrable, sublicensable, royalty free licence during the term of this Agreement to use, display or reproduce any of the Intellectual Property Rights of the Community Group for the purposes of exercising DWL’s rights and fulfilling DWL’s obligations under this Agreement.

6             PAYMENT

6.1         DWL shall, every calendar month, issue statements of account to the Community Group for all sums due under this Agreement.  Such accounting shall set out details of all Valid Transactions and the Fees due to the Community Group.

6.2         Subject to the provisions of this Condition 6, DWL shall pay any Fees due to the Community Group once the relevant Merchant has paid DWL in respect of the relevant Valid Transaction.  DWL will endeavour to pay the Fees to the Community Group during the month following the month in which payment is received by DWL from the relevant Merchant.

6.3         If DWL is unable to recover the sums it is due from a Merchant in respect of a Valid Transaction, then DWL will not be under an obligation to pay the respective Fees to the Community Group.

6.4         DWL is not obligated to pay any Fees due to the Community Group if the aggregate amount of Fees due is equal to or less than the Minimum Threshold.  DWL shall retain such Fees on account until the aggregate Fees payable to the Community Group exceed the Minimum Threshold.

6.5         If, in the sole opinion of DWL, the Community Group generates or attempts to generate Fees by way of a breach of the terms of this Agreement or as a result of a breach of the Code of Conduct, the Community Group hereby assigns to DWL any and all Fees generated by the Community Group regardless of the time or manner in which the Fees were generated and the Community Group hereby waives and releases any claim in respect of such Fees.

6.6         If DWL is unable to contact the Community Group at the address and/or contact details set out in the Application Form and;

6.6.1               DWL is unable to remit Fees credited to the account of the Community Group due to the provision of insufficient or out of date payment information by the Community Group to DWL; or

6.6.2               in any six month period, the Community Group does not earn any Fees;

the Community Group hereby assigns to DWL the entire benefit of any and all Fees credited to the account of the Community Group and the Community Group hereby waives and releases any claim in respect of such Fees.

6.7         Time shall not be of the essence regarding payment of the Fees and notwithstanding the Late Payment of Commercial Debts (Interest) Act 1998 and Late Payment of Commercial Debts Regulations 2002 interest shall not accrue on any Fees which pursuant to this Agreement are due to the Community Group.

6.8         All statistics in relation to Valid Transactions and whether Fees are payable to the Community Group are collected and calculated by DWL and these will be the only valid statistics used in determining any Fees due to the Community Group.

6.9         If the Community Group has not included its VAT registration number in its Application, DWL may withhold any Fees until the Community Group provides DWL with the Community Group’s VAT registration number or confirms that the Community Group is not registered for VAT.

6.10       DWL shall issue self-billed invoices for all Fees on the Community Group’s behalf for the duration of the term of this Agreement.  Such invoices shall show DWL’s name, address and VAT registration number, together with all the other details which constitute a full VAT invoice.  DWL will inform the Community Group if the issue of self-billed invoices will be outsourced to a third party.

6.11       The Community Group shall accept invoices issued on its behalf by DWL and shall not itself raise invoices in respect of the Fees.  The Community Group shall immediately notify DWL if the Community Group:

6.11.1            becomes registered for VAT or ceases to be registered for VAT;

6.11.2            changes its VAT registration number;

6.11.3            ceases to carry on all or part of its business; or

6.11.4            changes its name, address or payment details.

7             WARRANTIES AND INDEMNITY

7.1         The Community Group and the Administrator represent and warrant that:

7.1.1               they have full power and authority to enter into this Agreement;

7.1.2               the information provided in the Application Form (or otherwise provided to DWL) or set out on the eStore is true, accurate and not misleading;

7.1.3               all the content placed on the eStore by the Community Group: (i) is owned or validly licensed for use by the Community Group in the public domain; (ii) is not defamatory or obscene; (iii) does not infringe or violate any Intellectual Property Rights of any third party; (iv) does not result in any consumer fraud, product liability, breach of contract to which the Community Group is a party or which cause injury to any third party; (v) does not influence a search engine's result in a way that violates that search engine's published policies including without limitation its "spam" policy; and (vi) does not and shall not contain objectionable material, including without limitation pornography, obscene language or other obscene content, or support for violent or hate groups;

7.1.4               the bank account nominated for receiving the payment of Fees is owned, controlled and operated for the sole benefit of the Community Group;

7.1.5               all Fees shall be for the sole benefit of the Community Group;

7.1.6               the Community Group is and shall be responsible for compliance with all applicable laws, rules and regulations related to the performance of the Community Group’s obligations under this Agreement including its obligations under Data Protection Legislation and the Regulations and the Community Group shall not do or omit to do anything that may cause DWL to be in breach of its own obligations under Data Protection Legislation or the Regulations;

7.1.7               they will ensure that Supporters provide their consent to the use of Cookies or similar files and the collection of data including personal data by DWL or a Merchant or third party; and

7.1.8               the Community Group is solely responsible for the means by which Visitors and other users access the eStore.

7.2         The Community Group and the Administrator agree to defend, indemnify and hold DWL harmless from and against any and all losses, costs, claims, liabilities, damages, suits, actions or expenses (including, without limitation, reasonable legal fees) arising from or in connection with any breach of the terms of this Agreement including but not limited to these warranties.

7.3         THE SERVICES AND THE ESTORE, THEIR USE AND THE RESULTS OF SUCH USE ARE PROVIDED "AS IS". DWL DISCLAIMS ALL WARRANTIES IN RELATION TO THE ESTORE AND THE SERVICES, THEIR USE AND THE RESULTS OF SUCH USE, WHETHER EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTIBILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.  Without limiting the foregoing, DWL specifically disclaims any warranty (i) that the Services or the eStore will be uninterrupted or error-free, (ii) that defects will be corrected, (iii) that there are no viruses or other harmful components, (iv) that the security methods employed will be sufficient; or (v) regarding correctness, accuracy, or reliability. The Services and the eStore rely on the performance of third parties beyond DWL’s control and no warranty can be made as to the performance of the Merchants or the number of Visitors that any eStore may receive.

8             DISCLOSURE OF INFORMATION AND CONFIDENTIALITY

8.1         During the term of this Agreement, the Community Group may receive or have access to certain Confidential Information from or about DWL or its Merchants.

8.2         The Community Group agrees not to:

8.2.1               disclose any Confidential Information to any third parties; or

8.2.2               use any Confidential Information except for the exercise of the Community Group’s rights and fulfilment of the Community Group’s obligations under this Agreement.

8.3         Confidential Information does not include information that is generally known and available, or in the public domain through no fault of the Community Group or another party.  Confidential Information shall not include;

8.3.1               any information which is disclosed with the prior approval of the disclosing party; or

8.3.2               information which is either in the public domain or comes into the public domain through no act or omission of the party receiving the Confidential Information.

8.4         The Community Group hereby consents to information regarding its identity, the eStore and the performance of the eStore being made public by DWL.

9             LIMITATION OF LIABILITY

9.1         Nothing in this Agreement limits or excludes the liability of either party:

9.1.1               for death or personal injury resulting from its own negligence; or

9.1.2               for any damage or liability incurred by the other party as a result of fraud or fraudulent misrepresentation by the other.

9.2         Subject to Condition 9.1, DWL shall not be liable to the Community Group for: loss of profits; or loss of business; or depletion of goodwill and/or similar losses; or loss of anticipated savings; or loss of goods; or loss of contract; or loss of use; or loss of corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses, even if it has been advised of the possibility of such damages.

9.3         DWL is the neutral host of the eStore and has no responsibility or liability in respect of any relationship between Merchants and the Community Group.

9.4         Subject to Condition 9.1, DWL’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Agreement shall be limited to the amount of the Fees paid under the Agreement in the three (3) months preceding the date on which the claim arose.

10          RESERVATION OF RIGHTS

10.1       DWL may add to, change, suspend or discontinue any aspect of the Services, the eStore or this Agreement at any time by publishing such changes on the Admin Area.

10.2       DWL reserves the right to charge the Community Group an administrative fee.  DWL will notify the Community Group in advance of any such fees being charged.

10.3       If a Merchant Website has been closed or is for any other reason inaccessible, DWL reserves the right to redirect the Visitor to a suitable alternative operational Merchant Website. This will not affect the payment of any Fees to the Community Group.

11          TERM AND TERMINATION

11.1       This Agreement shall commence on the date on which the Community Group clicks on the "I have read and accept the Spend and Raise Community Group Standard Terms and Conditions" box and shall continue until terminated in accordance with this Condition 11.1.

11.2       DWL may terminate this Agreement immediately and without cause or notice to the Community Group.

11.3       Without prejudice to any other rights or remedies which DWL may have, if the Community Group is deemed by DWL to be in breach of any of its obligations under this Agreement, DWL may:

11.3.1            suspend the eStore or the Services.  During such suspension, Fees shall not be accrued or payable, regardless of whether the suspension is subsequently lifted; and/or

11.3.2            remove or disable any Merchant Links; and/or

11.3.3            withhold any payment of the Fees that would otherwise be due to the Community Group.

11.4       The Community Group may terminate this Agreement on 1 month’s written notice if DWL commits a material breach of any material term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.

11.5       Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Agreement without liability to the other immediately on giving notice to the other if the other:

11.5.1            is deemed unable to pay its debts within the meaning of sections 123 or 268 of the Insolvency Act 1986 as applicable;

11.5.2            a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other party;

11.5.3            an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party;

11.5.4            a third party person becomes entitled to, or does appoint a receiver over the assets of the other party;

11.5.5            is the subject of a bankruptcy petition or order; or

11.5.6            begins negotiations with creditors or makes a proposal for or enters into any compromise or arrangement with its creditors.

11.6       The termination of this Agreement shall not of itself give rise to any liability on the part of either party to pay compensation to the other for loss of profits or goodwill, or to reimburse the other for any costs relating to or resulting from such termination, or for any other loss or damage.

12          CONSEQUENCES OF TERMINATION

12.1       On termination of the Agreement for any reason:

12.1.1            all accrued rights and liabilities of the parties as at termination shall not be effected;

12.1.2            Conditions 7.2, 7.3, 8.1, 8.2, 9 and 12 shall survive termination of the Agreement and continue in full force and effect;

12.1.3            all licences granted herein shall terminate immediately and revert to the  licensors;

12.1.4            the Community Group shall not be entitled to receive any Fees for any Valid Transactions which occur after the date of termination.

13          NOTICES

13.1       Any notice given under this Agreement shall be sent by email to the other party at the email address set out in Condition 13.3 or as otherwise specified by the relevant party by notice in writing to the other party.

13.2       Any notice shall be deemed to have been duly received on the date and at the time of receipt, as shown on the email received by the recipient.

13.3       Notices given under this Agreement shall be sent:

13.3.1            To DWL: info@spendandraise.com

13.3.2            To Community Group: the email address set out in the Application Form.

14           GENERAL

14.1       This Agreement is personal to the Community Group and the Community Group shall not assign or transfer any of its rights and obligations under this Agreement.  DWL may assign or otherwise transfer any of its rights, benefits and duties under this Agreement.

14.2       Neither party shall have any liability under the Agreement if it is prevented from, or delayed in performing, its obligations under the Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control.

14.3       The Agreement constitutes the entire agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.  No other representation or statement, whether or not in writing shall form a term of the Agreement.  Nothing in this Condition 14.3 shall limit or exclude any liability for fraud.

14.4       Nothing in the Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose.  No party shall have authority to act as agent for, or to bind, the other party in any way.

14.5       A person who is not a party to this Agreement shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999.

14.6       The Agreement and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.

14.7       The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Agreement or its subject matter.

 

 

 

SCHEDULE

 

COMMUNITY GROUP CODE OF CONDUCT

 

This Community Group Code of Conduct (as amended from time to time by DWL) (the “Code of Conduct”) is part of the Spend and Raise Community Group Standard Terms and Conditions (as amended from time to time) (the “Conditions”) and uses the same definitions as the Conditions.

If a Community Group breaches any of the terms of this Code of Conduct, then DWL may terminate the Agreement or the Community Group’s ability to use a particular Merchant Link.

1             Content of eStore

1.1         A Community Group may remove Merchant Links from the eStore.

1.2         The Community Group hereby agrees not to provide DWL with any information, content or material that infringes the rights of any third party (including any Intellectual Property Rights) or display any such information, content or material on the eStore.

1.3         The Community Group hereby agrees not to infringe the Intellectual Property Rights and other rights of DWL and the Merchants.

1.4         Each eStore must reflect favourably on DWL and Merchants.  Community Groups shall not provide, promote, distribute, place or is otherwise publish any content which is libellous, defamatory, obscene, pornographic, abusive, or otherwise objectionable, fraudulent or violates any law. As DWL is not in a position to review all information provided or used by Community Groups, each Community Group remains solely responsible for the content it places on the eStore.

1.5         Community Groups must ensure that any information, content or material on the eStore which refers to any goods or services sold by any Merchant, including but not limited to pricing, discounts, promotions and description is accurate, up to date, complete and not misleading.

2             Manipulation of the eStore and Services

2.1         Community Groups must act ethically and reasonably in their use of the eStore and the Service, their promotion of the Merchants and the Merchant Links and their provision of Visitors. Community Groups must not do anything (or cause or permit anything to occur) which will cause DWL to pay Fees to the Community Group on sales made by the Merchant which the Community Group did not procure legitimately.

2.2         DWL will only pay Fees to a Community Group when the Community Group has procured a Visitor who has actually and intentionally accessed the Merchant Website by means of a Valid Click from an eStore.

2.3         Community Group must not use spyware, adware, malware, robots (not including link checkers), forced clicks, automatic openings, automatic cookie dropping, or cookie stuffing.

2.4         Community Group is responsible for the quality and origin of the Visitor traffic it provides to the eStore and to the Merchants.  Accurate and not misleading information on the origins of Visitor traffic (“Traffic Data”) must be immediately disclosed to DWL on DWL’s request.  The Community Group shall provide DWL with such reasonable assistance as may be necessary to enable DWL to accurately compare the Traffic Data against its own data.  Even if DWL grants a Community Group permission to acquire Visitor traffic through third party suppliers, the Community Group remains responsible for the quality and origin of Traffic Data.

2.5         The Community Group will not do anything or permit anything to happen which may lead to inaccurate or incomplete Traffic Data to be disclosed to DWL.

2.6         Community Groups must not place any software on a Visitor’s personal computer which may override Cookies or promote or display hyperlinks (whether “adware,” “spyware,” shopping assistant,” “price comparison,” “reminder,” or otherwise), nor may Community Groups use any such software placed by others.

2.7         Community Groups must not purchase, license, or operate any domain name which is confusingly similar to the URL of any Merchant Website.

2.8 The prohibitions contained in this Code of Conduct are not exhaustive. If a Community Group violates the spirit of the prohibitions contained herein, or if DWL in it sole discretion regards a Community Group’s behaviour as unethical or inappropriate, DWL may terminate the provision of Services to the Community Group and in such circumstances, DWL shall not be under any obligation to pay any Fees to the Community Group and the provisions of the Conditions shall apply. DWL’s decision in this regard will be final and not subject to scrutiny or challenge.