RaffleX DIY Platform Terms and Conditions

These Terms and Conditions apply to your subscription and use of the RaffleX platform. Additional or alternative terms and conditions may apply to your subscription and use of the RaffleX Expert and Pro service and platform.

Agreed Terms

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

Customer: you, the person or company that enters into this agreement and accepts these terms and conditions.
Customer IP: the Customer's name, logo, URL and any database containing Customer Data but excluding RaffleX's proprietary database schema.
Customer Data: the data inputted by or on behalf of the Customer, including details of entrants to its prize competitions.
Effective Date: The date on which the Customer makes the first payment to RaffleX.
Platform: the RaffleX platform for operating and promoting prize competitions.
RaffleX: RaffleX is the trading name of GFNI Limited, company number NI677326 whose registered office is at 55-59 High Street, Space Antrim Floor 1 - Office 13, Antrim, Antrim, Northern Ireland, BT41 4AY
Subscription Fees: the fees payable by the Customer to RaffleX for access to and use of the Platform, as stated on the RaffleX website and as may be updated from time to time.
Transaction Fees: the fees paid by the Customer to RaffleX for each transaction conducted via the Customer's website, as stated on the RaffleX website and as may be updated from time to time.

1.2 Clause headings shall not affect the interpretation of this agreement.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

1.4 Unless the context otherwise requires, words in the singular includes the plural and in the plural includes the singular.

1.5 Unless the context otherwise requires, a reference to one gender includes a reference to the other genders.

1.6 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.

1.7 A reference to a statute or statutory provision includes all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

2. Customer Account

2.1 The Customer must open an account with RaffleX prior to subscribing to the Platform.

2.2 The Customer must ensure that all details they provide when opening the account are accurate, complete, up to date and remain so at all times during the term of this agreement. This includes keeping debit or credit card details up to date and promptly replacing any expired cards.

2.3 The Customer must keep their account details, including their login details, usernames and passwords strictly confidential. If the Customer suspects that any of their login details, username or passwords have been discovered by anyone else or that there has been any unauthorised access to their account, they must notify RaffleX immediately via email to support@rafflex.io. RaffleX accepts no liability or responsibility for any damage, loss or inconvenience caused by unauthorised access to the Customer's account.

3. The Platform

3.1 RaffleX makes the Platform available to the Customer for the sole purpose of enabling the Customer to create its own website through which it operates and promotes its own prize competitions.

3.2 The Customer's use of the Platform is conditional upon its acceptance and compliance with these Terms and Conditions, as amended and updated from time to time, including the RaffleX Compliance Guidelines (as defined in clause 4.4), and any reasonable instructions given by RaffleX.

3.3 The Customer is permitted to operate only one prize competition website per subscription to the Platform and must not use the Platform to operate or promote prize competitions on behalf of any other person.

3.4 RaffleX may change, amend, update or discontinue any part of the Platform at any time.

3.5 The Customer acknowledges that it is solely responsible for the success and operation of its competitions and business generally. RaffleX does not guarantee any results regarding likely revenue, traffic, or other measures of success. Any figures quoted by RaffleX are examples only. RaffleX's sole responsibility is to provide the Platform, being the technological infrastructure to enable the Customer to run its own prize competitions.

4. Legal Compliance

4.1 It is the Customer's sole responsibility to ensure that all of its prize competitions are legal and that it operates and promotes them in accordance with all relevant laws, regulations, policies and codes of practice. This includes any terms and conditions or other rules specified by social media platforms, payment processors, banks and other service providers.

4.2 The Customer should be aware that any of these laws, regulations, policies and codes of practice may be updated or amended at any time and new laws, regulations, policies and codes of practice may be introduced. It is the Customer's responsibility to ensure that they are fully up to date and understand their obligations and potential liabilities in accordance with such laws, regulations, policies and codes of practice.

4.3 RaffleX gives no representation, assurance, warranty or guarantee that any feature or format on the Platform is compliant in any jurisdiction when first used or that they will continue to be legal after continued use. It is the Customer's responsibility to satisfy itself that it is legal to do so.

4.4 Compliance Guidelines: The Customer agrees to comply with the RaffleX Compliance Guidelines, as published on the RaffleX website athttps://rafflex.io/compliance-guidelines and as updated from time to time. The Compliance Guidelines form part of these Terms and Conditions and are legally binding on the Customer. Failure to comply with the Compliance Guidelines shall constitute a material breach of this agreement.

5. Payments and Subscription Fees

5.1 The Customer must pay to RaffleX the Subscription Fees monthly in advance and the Transaction Fees monthly in arrears.

5.2 The Subscription Fees and Transaction Fees are stated on the RaffleX website and may be updated from time to time. Updated Subscription Fees and Transaction Fees shall apply to new customers immediately. Existing customers will be given a minimum of 3 months' notice of the change in fees and continued use of their website on the Platform will be deemed acceptance of the change in fees. If the Customer does not accept the change in fees, they must give RaffleX at least one month's written notice of their intention to terminate this agreement, such notice to expire on or before the three months' notice expires.

5.3 Subscription Fees and Transaction Fees shall be charged to the Customer's credit or debit card that is kept on record. It is the Customer's responsibility to ensure that a valid card is always kept on record. If a payment fails or is declined, RaffleX shall inform the Customer and provide them with 7 days to update their records and add a replacement card.

5.4 If RaffleX has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies it has:

(a) RaffleX may, on no less than 5 days' notice to the Customer and without liability to the Customer, disable the Customer's password, account and suspend access to all or part of the Platform and RaffleX shall be under no obligation to restore access until all outstanding invoices and any costs and interest have been paid; and

(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of HSBC Bank plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

6. Intellectual Property

6.1 The Customer acknowledges and agrees that RaffleX and/or its licensors own all intellectual property rights in the Platform. The Customer is granted a limited, non-exclusive licence to use Platform for the intended purpose in accordance with these terms and conditions. Any breach of these terms and conditions will result in immediate termination of this licence.

6.2 RaffleX acknowledges and agrees that the Customer and/or its licensors own all intellectual property rights in the Customer IP. RaffleX is granted a limited, non-exclusive, royalty free licence to use the Customer IP for the purpose of providing its services to the Customer, including access to the Platform.

7. Customer Obligations

7.1 The Customer must display a "Powered by RaffleX" logo in the bottom-left hand corner of their website and ensure that it remains permanently visible to all visitors to their website.

7.2 The Customer is solely responsible for all aspects of their relationship with the entrants to their competitions and visitors to their website. This includes, but is not limited to, dealing with any complaints and disputes. The Customer hereby fully and completely indemnifies RaffleX from any claim or dispute made against RaffleX and any damage or liability resulting from it.

7.3 The Customer must comply with all Compliance Guidelines and provide any documentation reasonably requested by RaffleX (including, but not limited to, free entry documentation, proof of compliant competition draws, records of manual site credit or individual discount codes, and prize delivery records as detailed at https://rafflex.io/compliance-guidelines) within 3 working days of such request.

8. Platform Availability and Maintenance

8.1 RaffleX does not guarantee that access to the Platform shall be uninterrupted or error free. However, it shall use commercially reasonable endeavours to make the available 24 hours a day, seven days a week, except for planned maintenance which is usually carried out during the maintenance window of 10.00 pm to 2.00 am UK time. Where it is necessary to do so, RaffleX may carry out unscheduled maintenance at any time.

8.2 RaffleX shall use all reasonable endeavours to give the Customer prior notice of any planned or unscheduled maintenance to the Platform and to keep disruption to a minimum. However, the Customer acknowledges and accepts that this is not always possible. RaffleX is not responsible for any losses incurred by the Customer during any maintenance periods, including any loss of sales due to entrants to the competitions being unable to access the Customer's website.

8.3 RaffleX shall make weekly backups of the Customer's website and Customer Data. In the event that there is a failure of the Platform or the Customer's website, RaffleX shall endeavour to restore the Customer's website to the version of the last recorded backup as soon as reasonably possible.

8.4 The Customer Data may be downloaded by the Customer as a CSV file at any time during the term of this agreement and for 30 days after termination provided that RaffleX has not terminated the agreement due to non-payment of any part of the Subscription Fees or Transaction Fees. If the Customer pays any outstanding Subscription Fees or Transaction Fees prior to expiry of the 30 days, RaffleX shall provide it with a further 7 days to download the Customer Data. After 30 days or the additional 7 days, RaffleX may, without any prior notice or liability to the Customer, delete all Customer Data and all backups of the Customer's website and no copies will be kept.

9. Third Party Providers

9.1 The Customer acknowledges that it will likely need to engage the services of other third parties (including payment processors, banks, social media platforms etc) to enable it to operate and promote the prize competitions and to receive payments from entrants to the competitions. It is the Customer's sole responsibility to contract with such third parties and it does so solely at its own risk.

9.2 RaffleX may suggest third party providers from time to time but such suggestions are not considered to be recommendations or endorsements of the third party's products or services, either at the time of suggestion or at any time in the future. It is the Customer's sole responsibility to choose appropriate third party providers and ensure that they are suitable for their needs and that they are compatible with the Platform.

10. Customer Support

10.1 RaffleX shall provide support, via email or messaging service, to the Customer for any issues relating to the functionality of their website. Support requests must be submitted via email to support@rafflex.io or through the contact form at https://rafflex.io/contact-us.

10.2 The Customer acknowledges and accepts that support does not include customisation of their website, assistance with running of their competitions or legal advice. However, these matters can be quoted for on a case by case basis or referrals can be made to other third party providers who may be able to help.

10.3 On receipt of a request for support, RaffleX shall assess the urgency of the matter and shall respond as soon as it reasonably can. Support is only available during normal office hours, Monday to Friday (excluding Bank Holidays).

11. Limitation of Liability

11.1 The following definitions apply in this clause 11:

(a) liability: every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise; and

(b) default: any act or omission resulting in one party incurring liability to the other.

11.2 Except as expressly and specifically provided in this agreement:

(a) the Customer assumes sole responsibility for results obtained from the use of the Platform;

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and

11.3 Nothing in this agreement excludes the liability of RaffleX:

(a) for death or personal injury caused by RaffleX's negligence; or

(b) for fraud or fraudulent misrepresentation.

11.4 Subject to 11.2 and 11.3:

(a) RaffleX shall have no liability for any:

(i) loss of profits,
(ii) loss of business,
(iii) wasted expenditure,
(iv) depletion of goodwill and/or similar losses,
(v) loss or corruption of data or information, or
(vi) any special, indirect or consequential loss, costs, damages, charges or expenses; and

(b) RaffleX's total aggregate liability to the Customer in respect of all defaults shall not exceed the total amount of Subscription Fees paid to RaffleX by the Customer in the preceding 12 months.

11.5 Nothing in this agreement excludes the liability of the Customer for any breach, infringement or misappropriation of RaffleX's Intellectual Property Rights.

12. Term and Termination

12.1 This agreement shall commence on the Effective Date and shall continue unless terminated in accordance with this clause 12.

12.2 Notice of Termination: Unless superseded by a specific contractual agreement between the parties (including but not limited to agreements for the RaffleX Expert or Pro tiers which shall govern termination rights for those specific services), either party may terminate this agreement by giving the other at least 30 days' written notice.

12.3 Suspension and Immediate Termination by RaffleX: Without prejudice to any other rights, RaffleX reserves the right, at its sole discretion, to immediately suspend access to the Platform, restrict functionality, or terminate this agreement without prior notice if it reasonably believes that:

(a) the Customer is in breach of these Terms or the Compliance Guidelines; (b) the Customer is engaged in, or is suspected of engaging in, fraudulent, misleading, or unlawful activity; (c) the Customer fails to provide requested documentation (as detailed in clause 7.3) within the required 3 working days; or (d) continued operation poses a legal, regulatory, financial, or reputational risk to RaffleX, its users, or third-party payment providers.

12.4 Immediate Termination by Either Party: Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; (b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; (c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; (d) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986; (e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party; (f) 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; (g) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in 12.4(b) to 12.4(f) (inclusive); (h) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (i) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (j) there is a change of control of the other party.

12.5 On Termination: On termination of this agreement for any reason:

(a) all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Platform; (b) the Customer shall immediately pay all outstanding fees, costs and interest that may be due or become due; (c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

13. Force Majeure

Neither party shall be in breach of this agreement or otherwise liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 60 days, the party not affected may terminate this agreement by giving not less than 14 days' written notice to the affected party.

14. Variation

RaffleX may update these terms and conditions at any time by posting a new version on its website. The version posted on the website will apply to all new customers immediately. The new version will apply to all existing customers after 90 days. If the Customer does not accept the new terms and conditions they must cease using the Platform and provide RaffleX with at least 30 days notice of their intention to terminate this agreement. Continued use of the Platform after 90 days will be deemed acceptance of the revised terms and conditions.

15. Waiver

15.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

15.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

16. Rights and Remedies

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

17. Severance

17.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

17.2 If any provision or part-provision of this agreement is deemed deleted under 17.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

18. Entire Agreement

18.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

18.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

18.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

18.4 Nothing in this clause shall limit or exclude any liability for fraud.

19. Assignment

19.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

19.2 RaffleX may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement, provided that it gives prior written notice of such dealing to the Customer.

20. No Partnership or Agency

Nothing in this agreement 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 (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

21. Third Party Rights

21.1 Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

21.2 The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.

22. Notices

22.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be sent by email to RaffleX at support@rafflex.io and to the Customer at the email address specified in their account details.

22.2 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

23. Governing Law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of Northern Ireland.

24. Jurisdiction

Each party irrevocably agrees that the courts of Northern Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

25. About RaffleX

25.1 RaffleX (operated by GFNI LTD) provides software technology and related services to enable users to create and manage their own raffle websites ("Customer Sites"). We do not operate or promote the raffles ourselves, nor do we provide legal or compliance advice.

25.2 All Customer Sites using the RaffleX Platform must display the "Powered by RaffleX" logo, permanently visible in the bottom-left corner of their website.

25.3 We do not guarantee any specific results regarding your revenue, traffic, or success of your raffles. Our role is limited to providing the technological infrastructure to facilitate your online raffle process.

Terms & Conditions