PrizeStack Subscription Agreement
This Agreement is between PrizeStack Ltd, Company No. SC836577, of 5 South Charlotte Street,
Edinburgh, Scotland, EH2 4AN (“PrizeStack”, “we”, “us”) and the business named in the signup
form (“Client”, “you”).
By ticking the acceptance box and submitting the signup form, you confirm that you are entering
into this Agreement for business purposes, that you are authorised to bind the Client, and that
the Client agrees to this Agreement. No handwritten signature is required.
1. Services
PrizeStack provides access to its hosted subscription platform for prize competition, raffle and
prize draw operators, including hosting, standard platform features, maintenance, updates and
standard support.
Any custom design, migration, integration, configuration, coding, implementation or other
client-specific work is only included where agreed in a separate written scope document, invoice
or email confirmation accepted by both parties.
Unless expressly agreed in writing, PrizeStack is not required to provide bespoke development,
custom integrations, data migration, custom design, third-party configuration or functionality
outside the standard platform.
2. Client Responsibilities
You are solely responsible for your competitions, prize draws, promotions, website content, terms,
policies, marketing, customer support, refunds, prize fulfilment, payment provider approvals,
regulatory compliance and all legal obligations relating to your business.
PrizeStack does not provide legal, gambling, lottery, advertising, tax, financial or compliance advice.
You must use the platform lawfully, provide accurate information, keep login credentials secure,
and ensure any third-party services connected to the platform are authorised and correctly configured.
3. Fees, Minimum Term and First-Month Cancellation
You must pay all subscription fees, setup fees, minimum monthly fees, usage-based fees,
order-based fees, excess usage fees, access fees, custom work fees and other charges stated in
any applicable invoice, pricing agreement, scope document or accepted written agreement.
Unless stated otherwise, all fees are payable in GBP, exclusive of VAT where applicable. Fees are
non-refundable once the relevant subscription period, setup work, onboarding work, migration work,
custom work or other paid work has started, except where the first-month cancellation refund below applies.
The minimum subscription term is three months from the date you submit the signup form, unless
PrizeStack agrees otherwise in writing or you cancel under the first-month cancellation right below.
During the minimum term, you remain liable for all agreed fees whether or not you actively use the
platform, run competitions, process orders, delay launch or stop using the service.
If you are migrating an existing competition website to PrizeStack, your first month’s platform
subscription fee may be calculated by reference to your recent trading volume on your existing platform.
Unless otherwise agreed in writing, this will be based on the average monthly order volume or relevant
platform usage from the previous three months on your existing platform, using the PrizeStack pricing
plan or usage bands applicable at the time of signup.
You must provide accurate information about your existing platform usage, order volume, turnover or
other relevant pricing information where requested. If the information supplied is incomplete, inaccurate
or misleading, PrizeStack may adjust the applicable fees, suspend onboarding or access, or terminate
the subscription.
You may cancel within one month of submitting the signup form. If you do, PrizeStack will refund your
first month’s base platform subscription fee in full, up to a maximum refund of £99. This refund applies
only to the first month’s base platform subscription fee.
The first-month refund does not apply to setup fees, onboarding fees, custom design, migration,
integration, development, configuration, third-party costs, usage-based fees, order-based fees,
excess order charges, additional platform usage, or any other custom work or additional charges.
For example, if you process enough orders in your first month for additional usage or order-based
charges to apply, those additional charges remain payable and are not refunded, even if you cancel
within the first month.
After the minimum term, the subscription continues monthly unless either party gives at least
30 days’ written notice. PrizeStack may suspend access where fees are overdue.
4. Custom Work
Custom work is limited to the written scope agreed by the parties. Anything not expressly included
is excluded.
Changes, additional features, integrations, design revisions, data clean-up, third-party issues,
compliance changes or other work outside the agreed scope may be charged separately.
Timescales and launch dates are estimates only unless expressly agreed in writing as binding.
Custom work is accepted when made available for review, or 7 days after delivery for review, unless
you notify PrizeStack in writing of a material defect within that period. A material defect means a
failure to substantially conform to the agreed written scope.
5. Intellectual Property
PrizeStack and its licensors own all rights in the PrizeStack platform, software, source code,
databases, designs, systems, workflows, documentation, processes, know-how, trademarks and related
intellectual property.
You receive a limited, non-exclusive, non-transferable right to access and use the platform during
your active subscription.
All custom code, configurations, workflows, integrations, modules, platform modifications,
improvements, enhancements, bug fixes, design components and other developments created by or for
PrizeStack remain owned by PrizeStack, even if requested or paid for by you.
Custom work is provided only for use with the PrizeStack platform during your active subscription.
You do not receive ownership of, or any right to access, copy, export, resell, sublicense, host,
reverse engineer or separately use, any source code, custom code, module, platform component or
technical deliverable.
You retain ownership of your branding, content, images, prize information, customer records and
business materials, and grant PrizeStack the rights needed to host, process, display and use them
to provide the platform and services.
PrizeStack may use aggregated or anonymised platform data for analytics, benchmarking, product
improvement, AI, recommendations and development, provided it does not identify your individual customers.
6. Data Protection and Confidentiality
Both parties shall comply with applicable data protection laws, including the UK GDPR and Data
Protection Act 2018.
You are the controller of personal data relating to your customers, players, entrants, users and
prize winners. PrizeStack acts as processor where it processes that personal data on your behalf
to provide the platform.
PrizeStack shall process personal data only as required to provide, host, maintain, secure, support
and improve the platform, or as otherwise required by law. PrizeStack may use suitable sub-processors
where reasonably necessary, subject to appropriate safeguards.
Each party shall keep confidential any non-public business, technical, financial, operational or
customer information received from the other party.
Unless you request otherwise in writing, PrizeStack may identify you as a customer and refer to
your website or platform instance in its website, portfolio, sales materials, case studies and social media.
7. Third-Party Services and Availability
The platform may use or connect with third-party services including payment gateways, email providers,
analytics tools, SMS providers, hosting providers, domain/DNS providers and marketing platforms.
PrizeStack is not responsible for third-party failures, delays, fees, outages, rejected applications,
account suspensions, API limitations, data issues or policy decisions.
PrizeStack will use reasonable endeavours to keep the platform available and functioning, but does
not guarantee uninterrupted or error-free operation. The platform may be unavailable due to maintenance,
updates, emergency fixes, third-party failures, Client-side issues, security incidents, unlawful use,
force majeure events or matters outside PrizeStack’s reasonable control.
Support is provided by email or another method PrizeStack makes available. Any stated response time is
a target only and does not guarantee resolution within that period.
8. Liability and Indemnity
Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence,
fraud, fraudulent misrepresentation, wilful misconduct, or any liability that cannot legally be limited.
Subject to that, PrizeStack shall not be liable for loss of profits, sales, business, goodwill,
anticipated savings, indirect or consequential loss, data loss except to the extent caused by
PrizeStack’s breach, third-party failures, or losses arising from your competitions, promotions,
legal compliance, prize fulfilment, marketing claims, customer disputes or use of the platform outside scope.
PrizeStack’s total aggregate liability under this Agreement is limited to the fees paid by you to
PrizeStack in the three months immediately before the event giving rise to the claim.
You shall indemnify PrizeStack against losses, claims, damages, liabilities, costs and expenses arising
from your competitions, promotions, customer claims, refunds, chargebacks, prize fulfilment, legal
compliance, Client materials, unlawful platform use, breach of data protection law, advertising law,
gambling, lottery or prize promotion law, consumer protection law, or third-party services connected
at your request.
9. Suspension and Termination
PrizeStack may suspend access if fees are overdue, you breach this Agreement, you use the platform
unlawfully or abusively, continued access creates legal, security, reputational, technical or operational
risk, or suspension is required by law, regulation, court order or a third-party provider.
Either party may terminate this Agreement if the other materially breaches it and fails to remedy the
breach within 14 days of written notice.
PrizeStack may terminate immediately if you fail to pay overdue fees after notice, use the platform
unlawfully, create serious legal, regulatory, reputational or security risk, become insolvent or cease trading.
Termination does not affect fees already due or fees payable for the minimum term.
Upon termination, your right to use the platform and any custom work ends. PrizeStack is not required
to provide source code, custom code, software modules, platform configuration, hosting infrastructure,
deployment packages, technical documentation or other PrizeStack intellectual property.
Where reasonably requested within 30 days after termination, and subject to payment of all outstanding
fees and reasonable export charges, PrizeStack shall provide an export of reasonably available
Client-owned operational data in a commonly used format.
10. General
This Agreement, together with any applicable invoice, scope document, pricing agreement or accepted
written agreement, forms the entire agreement between the parties.
If there is a conflict, the invoice, scope document or pricing agreement prevails only for the specific
commercial details and scope stated in it. This Agreement prevails for legal terms including intellectual
property, liability, data protection, confidentiality, suspension, termination, governing law and jurisdiction
unless the later document expressly overrides a specific clause.
This Agreement does not create a partnership, joint venture, employment relationship, franchise, agency
or fiduciary relationship.
This Agreement is governed by the laws of England and Wales. The courts of England and Wales have
exclusive jurisdiction.
