Terms of Service

In these Terms, the following capitalised words have the following meanings, and other capitalised terms are defined where they first appear:

• "Agreement" means these Terms together with the applicable Order Form, the DPA, any Service Schedule and any policies incorporated by reference, as described in section 2.
• "Bespoke Work" means any custom development, configuration, design, build, integration or website/WordPress migration work that we agree to carry out for you, as described in an Order Form (typically under the Growth Partner and Enterprise models and one-off custom engagements).
• "Customer Content" means all branding, logos, artwork, copy, competition information, rules, data, databases and other materials that you (or your end users) provide, upload or make available through the Platform.
• "Customer Data" means data processed through the Platform in connection with your competitions, including personal data relating to your entrants and winners.
• "DPA" means the data processing agreement governing our processing of personal data on your behalf, as referenced in section 15 and made available to you at the point of contracting.
• "Fees" means all charges payable by you under the Agreement, including subscription fees, setup fees, transaction/per-order fees, revenue share, and Bespoke Work charges, as set out in the applicable Order Form.
• "Order Form" means the proposal, quote, order, subscription sign-up, click-through acceptance or other document (in each case as accepted by you) that records the Services you are ordering and the applicable commercial terms.
• "Platform" means our hosted competition/raffle software, including its game mechanics, instant-win systems, admin tools, integrations, infrastructure, documentation and any updates we make available.
• "Service Schedule" means a schedule describing the terms applicable to a particular commercial model (for example Launch, Growth Partner or Enterprise) where one is provided.
• "Services" means the Platform, Bespoke Work and any other services we provide under the Agreement.
• "Sub-processor" means a third party engaged by us to process Customer Data on your behalf.
• "Subscription Term" means the period for which you subscribe to the Platform, as set out in the Order Form, including any renewal period.

The Agreement between you and us is made up of the following documents, which together form one agreement:

• any signed bespoke contract or Order Form for the Services (including for Growth Partner and Enterprise engagements);
• the DPA, in respect of the processing of personal data;
• these Terms;
• any applicable Service Schedule; and
• any policies incorporated by reference (such as our Privacy Policy and Cookie Policy).

If there is any conflict or inconsistency between these documents, they take precedence in the order listed above, except that: (a) the DPA prevails over all other documents on matters concerning the processing of personal data; and (b) a signed Order Form or bespoke contract prevails over these Terms on the specific commercial terms it expressly addresses (such as Fees, term, renewal, minimum commitment and deliverables). On all other matters, these Terms prevail over an Order Form.

By signing a proposal, accepting an Order Form, or clicking to accept when signing up, you incorporate these Terms (together with the DPA and any applicable Service Schedule) into your Agreement. The DPA and any applicable Service Schedule are made available to you for review at the point of contracting; you are taken to have notice of them only where they have in fact been presented or made accessible to you before or at the time you accept.

Some clauses in these Terms apply only to ongoing Platform/subscription Services and others apply only to Bespoke Work. Where a clause clearly relates to one type of engagement, it applies only to that engagement. The Order Form records which commercial model and Services apply to you.

The Services are intended and provided solely for businesses. By entering into the Agreement, you represent and warrant that:

• you are not a consumer and are entering into the Agreement wholly or mainly for purposes relating to your trade, business, craft or profession;
• you are acting in the course of a business and have full authority to bind the organisation on whose behalf you contract; and
• you are legally capable of entering into a binding contract.

We rely on this representation in agreeing to provide the Services and in setting our Fees, and we operate onboarding screening intended to ensure the Services are taken up only by business customers. This representation is given for evidential purposes and may found a claim in misrepresentation if untrue. Nothing in this section purports to exclude, restrict or contract out of any right or protection that the law confers on a person who is in fact a consumer; whether a person is a consumer is determined objectively by law and not by this Agreement. Where you are in fact a business customer, you acknowledge that the consumer-specific provisions of the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, including any cooling-off or cancellation rights they confer on consumers, do not apply to you. If your non-consumer representation was untrue at the time it was given (other than where you are in fact a consumer protected by mandatory law), we may terminate the Agreement immediately on notice, and you will be liable to us for any loss we suffer as a result of that misrepresentation to the extent the law permits.

We provide technology, hosting and related services for businesses that operate prize competitions, raffles, prize draws and instant-win games. Depending on the commercial model and your Order Form, the Services may include:

• the competition Platform software (including game mechanics and instant-win systems);
• hosting and infrastructure;
• administration and management tools;
• draw, ticketing and prize-handling functionality;
• payment-gateway integrations;
• white-label branding on your own domain or on a *.turboit.uk subdomain;
• bespoke development, configuration and website/WordPress migration work ("Bespoke Work"); and
• ongoing platform updates and support.

We currently offer the Services under three principal commercial models, as recorded in your Order Form: (a) a self-serve subscription model ("Launch"), providing instant launch on a *.turboit.uk subdomain; (b) a setup-plus-revenue-share model with a bespoke-style build and ongoing platform ("Growth Partner"); and (c) an invitation-only bespoke model on a revenue-share basis ("Enterprise"). We also provide one-off custom builds and migrations. The Fees, term, renewal and exit terms differ between these models and are set out in the applicable Order Form and any Service Schedule.

We may improve, modify, update or change the Platform and its features from time to time, provided that we do not materially reduce the core functionality you have paid for during a paid period. We may add, withdraw or vary individual features (including games).

We provide technology only. We do not operate, promote or run any competition on your behalf. Our role in relation to any competition is limited to providing software configured by you (see section 12).

You are responsible for your account credentials and for all activity carried out under your account. You must keep credentials confidential, restrict access to authorised personnel, and notify us promptly of any suspected unauthorised access or security incident affecting your account.

You must not, and must not permit any person to:

• use the Platform unlawfully, fraudulently or for any criminal, deceptive or misleading purpose;
• use the Platform for misleading promotions or in breach of advertising or competition law;
• use the Platform for money laundering, terrorist financing or other criminal activity;
• infringe the intellectual property or other rights of any person;
• introduce or distribute malware or other harmful code, or attempt to gain unauthorised access to the Platform or related systems;
• interfere with or disrupt the integrity, security or performance of the Platform; or
• use the Platform other than in accordance with the Agreement.

We may suspend access where we reasonably suspect a breach of this section, in accordance with section 19 (Suspension).

Subject to your payment of the applicable Fees and compliance with the Agreement, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for your internal business purposes during the Subscription Term.

You may not, except to the extent expressly permitted by the Agreement or by law that cannot be excluded:

• copy, resell, rent, lease, distribute or otherwise commercialise the Platform or any part of it;
• reverse engineer, decompile or disassemble the Platform, or attempt to derive its source code, save to the limited extent the law expressly permits and you cannot lawfully contract out of;
• sublicense, share or provide access to the Platform to any third party (other than your own authorised users);
• remove, obscure or alter any proprietary or copyright notices; or
• attempt to obtain unauthorised access to, or circumvent any access controls of, the Platform.

All rights not expressly granted to you are reserved. The Platform is licensed, not sold.

This section applies to Bespoke Work (custom development, Growth Partner and Enterprise builds, and website/WordPress migrations). The scope, deliverables, timelines and costs of Bespoke Work are set out in the applicable Order Form or proposal. Quotes are valid for 30 days, are stated in GBP and exclusive of VAT (see section 9), and may be re-quoted if the scope changes materially.

Your responsibilities for Bespoke Work:

• provide all content, assets, access, feedback and approvals within the agreed timeframes;
• nominate a single point of contact authorised to give instructions and approvals;
• review and approve deliverables within the timeframes set out in the proposal; and
• ensure that all content and materials you supply do not infringe the rights of any third party.

Delays caused by you (including late provision of content, feedback or approvals) will extend the timeline and may incur additional charges.

Revisions: unless the proposal states otherwise, each build includes two to three rounds of revisions. Further revisions, or changes to the agreed scope, will be quoted and charged separately and may extend the timeline.

Project delays and abandonment: if you are non-responsive, or fail to provide required content or approvals, for more than 30 days, we may invoice you for all work completed to date and close the project. Restarting a closed project may be subject to a re-quote.

Migrations: for website/WordPress migrations, the scope is defined in the proposal. You are responsible for providing lawful access to, and any licences for, the source site, and for verifying migrated content within the acceptance window stated in the proposal. We do not guarantee that search-engine rankings, traffic or other results will be preserved following a migration.

Your Fees are set out in the applicable Order Form and may include any combination of subscription fees, setup fees, transaction/per-order fees, revenue share and Bespoke Work charges, depending on your commercial model.

Subscription and recurring fees (Subscription model): subscription Fees are billed in accordance with your plan, normally monthly in advance, and are collected automatically through our payment provider (Stripe). The Subscription Term renews automatically for successive periods of the same length until cancelled. For self-serve subscriptions with no Order Form price-review clause, your renewal Fee remains the then-current agreed or published Fee, and any increase to it may be made only via the material-change notice and termination process in section 24. Where Fees are invoiced rather than auto-collected, invoices are payable within 14 days of the invoice date.

Cancellation of subscriptions: you may cancel your subscription, effective at the end of the current paid period, via your account dashboard or by written notice. Cancellation stops future renewals; it does not entitle you to a refund of Fees for the current or any earlier period, except as set out below or in section 24 (material adverse changes). If an automatic payment fails, we may retry collection and, if payment is not made, suspend and then terminate your subscription after the cure period in section 18.

Setup and revenue-share fees: setup fees (for example, the Growth Partner setup fee) are payable as set out in the Order Form and are non-refundable once onboarding or build work has commenced. Where a revenue share applies, the percentage, the revenue base, permitted deductions, reporting frequency, settlement timing and any audit/inspection rights are as set out in the Order Form or applicable Service Schedule. Unless the Order Form states otherwise, the revenue base excludes VAT, refunds, chargebacks and payment-gateway fees, and we may either deduct our share from collected funds or invoice it separately.

Bespoke project fees: unless the proposal states otherwise, a deposit (typically 50% of the build/setup fee) is payable before work commences; for larger builds, payment is made by milestones set out in the proposal; and the balance is due before handover or go-live. Each invoice is payable within 14 days of the invoice date.

Disputed invoices: if you dispute an invoice or charge in good faith, you must notify us in writing within 10 business days of the invoice or charge date, giving reasonable detail of the dispute. You must pay any undisputed portion by its due date. A sum that is the subject of a bona fide dispute notified in accordance with this paragraph is not treated as "overdue" for the purposes of late-payment interest (section 10), suspension (section 19) or termination for non-payment (section 18) while the parties work in good faith to resolve it. This paragraph does not entitle you to withhold sums that are not genuinely disputed.

Refunds: except as required by law, as set out in section 24, or expressly agreed in writing, Fees are non-refundable. Where we terminate or you terminate for our uncured material breach, we will refund any pre-paid, unused subscription Fees on a pro-rata basis for the period after termination.

All Fees are exclusive of VAT and any other applicable taxes or duties, which you must pay in addition at the prevailing rate against a valid VAT invoice. All amounts are stated and payable in pounds sterling (GBP) unless the Order Form states otherwise.

You are responsible for any withholding taxes, bank charges or currency-conversion costs applicable to your payments, such that we receive the full amount due. Unless the Order Form states otherwise, per-order fees and any revenue-share percentage are calculated on amounts net of VAT and net of payment-gateway fees.

Time for payment is of the essence. Without prejudice to our other rights, if any undisputed sum is not paid by its due date, we may charge interest on the overdue amount at 8% per year above the Bank of England base rate from time to time, accruing daily from the due date until payment, both before and after judgment. The parties intend this to be a substantial contractual remedy for late payment for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998; if and to the extent it is not, we reserve our rights to interest, fixed sums and reasonable recovery costs under that Act.

Where any undisputed sum remains overdue, we may suspend the Services after giving you at least 7 days' written notice and an opportunity to pay, in accordance with section 19. You must pay all undisputed amounts due in full without set-off, counterclaim, deduction or withholding (except as required by law). Sums that are the subject of a bona fide dispute notified under section 8 are dealt with under that section and are not subject to interest or suspension under this section while the dispute is being resolved in good faith.

Payment processing is provided by independent third parties. We use Stripe to collect the Fees you pay to us. Payments collected from your end users are processed through a third-party payment gateway (as offered to you and recorded in your Order Form or account settings). Any agreement relating to payment processing is between you and the relevant payment provider, and is subject to that provider's own terms. Each payment provider acts as an independent controller in respect of the personal data it processes for payment-processing and its own compliance purposes (see section 15).

We are not responsible or liable for, and give no warranty in relation to:

• downtime, errors or outages of any payment gateway;
• chargebacks, refunds or disputed transactions;
• the suspension, restriction or closure of your payment account;
• any KYC, AML, source-of-funds or onboarding requirements imposed by a payment provider; or
• any decision made by a payment provider, including declining or holding funds.

You are the sole promoter and operator of every competition, prize draw, raffle and instant-win game run using the Platform. We are a technology and hosting provider only. We are not the promoter, organiser or operator of any competition, and we have no role in setting prizes, entry routes, rules, odds or winner selection beyond providing software that you configure.

You are solely responsible for the lawful operation of your competitions, including:

• complying with the Gambling Act 2005 and all other applicable law, and ensuring each competition is operated either (a) as a genuine prize competition relying on a sufficient element of skill, judgement or knowledge to fall outside the definition of a lottery, (b) as a free prize draw with a genuine, equal-terms, well-publicised free entry route, or (c) under an appropriate Gambling Commission operating licence or lottery registration;
• determining which lawful route applies to each competition and keeping it lawful, and obtaining and holding any licence, registration or permission required;
• restricting entry to persons aged 18 or over (or any higher age your rules require), implementing appropriate age-verification or age-gating, and displaying 18+ messaging;
• where your competitions constitute or are marketed as gambling, including appropriate responsible-/safer-gambling messaging and signposting, and not targeting or exploiting vulnerable persons;
• ensuring all marketing, promotional and competition content complies with the CAP Code (and the BCAP Code where applicable) and ASA rulings, including accurate representation of free entry routes, prizes, closing dates and significant conditions;
• complying with all consumer-protection law that you owe to your own entrants and winners (who are your consumers), including the Consumer Rights Act 2015, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, the rules on unfair terms, and your own complaints-handling and any applicable ADR/ODR signposting;
• complying with the Privacy and Electronic Communications Regulations (PECR) and obtaining all necessary consents for your electronic and direct marketing to entrants;
• your own anti-money-laundering, counter-terrorist-financing, source-of-funds and proceeds-of-crime obligations as an operator, in relation to both entries and prize payouts;
• funding and delivering all prizes, verifying winner eligibility, conducting and standing behind your draws, and handling winner payments; and
• maintaining accurate website and competition information and providing customer support to your entrants and winners.

We do not assess or advise on whether any competition is lawful, whether it constitutes a lottery or other licensable gambling, or whether any licence or registration is required. Nothing supplied by us — including Platform defaults, templates, sample rules, configuration tools or general information — constitutes legal, regulatory, gambling, tax or compliance advice, and none of it is a substitute for your own advice. You must obtain your own independent legal advice on the lawfulness of each competition. We make no representation that any competition is lawful.

We do not verify the age or identity of your end users, do not perform AML/KYC on your end users, and do not pre-approve or take responsibility for your marketing or competition content. Save to the extent caused by our breach of the warranty in section 17 or by our negligence, we are not liable for prize disputes, for draw outcomes resulting from your configuration, or for claims by your end users regarding fairness or outcomes. The warranty in section 17 (conformity with documentation, and provision of the Services with reasonable skill and care) applies to the draw and instant-win engine as part of the Platform; what is disclaimed in this section is liability for outcomes that result from your configuration choices, from the lawfulness or design of your competition, or from end-user fairness or dispute claims, rather than the engine's conformity with its documentation.

We and our licensors (including, where applicable, our group companies) retain all intellectual property rights in and to the Platform, software, source code, game mechanics, instant-win systems, admin tools, reusable code libraries, frameworks, designs, graphics and documentation at all times. These are licensed to you under section 6, never sold, and nothing in the Agreement transfers ownership of them to you.

For Bespoke Work, on full payment of the applicable Fees, ownership of the deliverables created specifically for you transfers to you, except for: (a) our pre-existing and background intellectual property, reusable components, code libraries and frameworks; and (b) the underlying Platform. In respect of items in (a) and (b) that are incorporated into your deliverables, we grant you a perpetual, non-exclusive, non-transferable licence to use them as part of, and to the extent necessary to use, the deliverables. Any third-party assets remain subject to their original licences.

Portfolio rights: we may reference and display work we have delivered for you (including your name, logo, screenshots and anonymised results) in our portfolio and marketing, subject to our confidentiality obligations and to your right to opt out by written agreement.

You retain ownership of your Customer Content, including your branding, logos, copy, competition information and customer databases. You grant us a non-exclusive, worldwide, royalty-free licence to host, store, copy, process and display Customer Content to the extent necessary to provide the Services and comply with the Agreement, including via our Sub-processors.

You warrant that you own or have all necessary rights in the Customer Content, that it does not infringe the rights of any third party, and that its use by us as contemplated by the Agreement will not breach any law or third-party right.

Each party will comply with the UK General Data Protection Regulation and the Data Protection Act 2018 (together, "Data Protection Law") in connection with the Agreement.

Roles: in respect of the personal data relating to your entrants and winners that you upload or instruct us to process through the Platform in order to run your competitions, you are the controller and we are the processor, processing such data only on your documented instructions. We act as an independent controller (and not as your processor) in respect of: (a) the business-contact, account and billing data we process to administer our relationship with you; (b) our own security logging, fraud-prevention and service-monitoring data; (c) anonymised or aggregated data we generate for analytics and to operate, secure and improve the Platform; and (d) our own determination of the technical means by which the Platform, including its draw and instant-win engine, operates. Where a payment provider processes personal data for payment processing, it does so as an independent controller (see section 11). Each party is responsible, as a controller, for the personal data for which it is a controller.

DPA: our processing of personal data on your behalf as your processor is governed by the DPA, which is incorporated into the Agreement and made available to you for review at the point of contracting, and which contains the terms required by Article 28(3) of the UK GDPR (including obligations on confidentiality, security, assistance, breach notification, and return or deletion of personal data on termination). The DPA prevails over these Terms on data-protection matters. The Sub-processor list below is mirrored and kept current in the DPA.

Sub-processors: you provide general authorisation for us to engage Sub-processors to process Customer Data. Our current Sub-processors include:

• Cloudflare — hosting and infrastructure;
• Supabase — database;
• Resend — email; and
• Twilio — SMS.

Stripe and any end-user payment gateway also process personal data in connection with payments, but do so as independent controllers rather than as our Sub-processors (see section 11). The current Sub-processor list is maintained at, and any updates are notified via, the location stated in the DPA or your account. We will give you at least 14 days' prior notice of any intended addition or replacement of a Sub-processor. If you reasonably object to a new or replacement Sub-processor on data-protection grounds, you must tell us within that notice period and the parties will work in good faith to address your concern; if we cannot reasonably resolve it, you may terminate the affected Service without penalty and we will refund any pre-paid, unused Fees for the period after termination on a pro-rata basis.

Where personal data is transferred outside the UK, we will ensure an appropriate transfer mechanism is in place (such as the UK International Data Transfer Agreement or Addendum).

You warrant that you have a lawful basis for the processing you instruct, and that you have provided all necessary privacy information to, and obtained any required consents from, your entrants and winners. Our handling of personal data is further described in our Privacy Policy and Cookie Policy.

Data export and deletion on termination: on termination or expiry of the Agreement for any reason — including where we terminate or suspend for your breach or non-payment — you may export your Customer Content and Customer Data in a common format for a period of at least 30 days (or such longer period as the Order Form states). This export right is not conditional on the resolution of any payment dispute, in recognition of your obligations as controller of the entrant/winner data (including for prize delivery, complaints and regulator queries); where access has been suspended, we will provide a secure means to export the data within that window. After the export period, we may delete or, where the DPA requires, return such data. We may retain anonymised or aggregated data, and any data we are required to retain by law.

"Confidential Information" means any non-public information disclosed by one party to the other (whether orally, in writing or otherwise) that is identified as confidential or that ought reasonably to be regarded as confidential, including business, technical, financial and commercial information and the terms of the Agreement.

Each party will keep the other's Confidential Information confidential and use it only for the purposes of the Agreement. This obligation does not apply to information that:

• is or becomes public other than through a breach of the Agreement;
• was lawfully in the receiving party's possession before disclosure;
• is independently developed without use of the other party's Confidential Information; or
• is lawfully received from a third party without restriction.

Each party may disclose Confidential Information to its staff, professional advisers and (in our case) Sub-processors on a need-to-know basis, provided they are bound by equivalent obligations of confidentiality. A party may disclose Confidential Information to the extent required by law or a regulator, giving the other party prior notice where lawful to do so. These confidentiality obligations survive for 5 years after termination, and indefinitely in respect of trade secrets.

We warrant that we will provide the Services with reasonable skill and care, and that the Platform (including its draw and instant-win engine) will, in all material respects, conform to its documentation during the Subscription Term. For Bespoke Work deliverables, we will correct material defects notified to us within 30 days of handover.

IP non-infringement: we warrant that, to the best of our knowledge, the Platform and the Bespoke Work deliverables, when used by you as permitted by the Agreement, do not infringe the intellectual property rights of any third party. If a third party claims that the Platform or a deliverable so infringes, we will indemnify you against the damages and reasonable legal costs finally awarded against you (or agreed in settlement by us) in respect of that claim, subject to you promptly notifying us, not making admissions, giving us sole conduct of the defence and settlement, and providing reasonable assistance at our cost. We may, at our option and cost, procure the right for you to continue using the affected item, modify or replace it so it is non-infringing, or (if neither is reasonably achievable) terminate the affected Service and refund pre-paid, unused Fees. This indemnity does not apply to infringement arising from Customer Content, from your modifications, or from use of the Platform other than as permitted. This indemnity is our sole liability, and your sole remedy, for IP infringement by the Platform or deliverables, and is subject to the cap in section 21.

Except as expressly stated in the Agreement, and to the fullest extent permitted by law, we exclude all other warranties, conditions, representations and terms, whether express or implied by statute, common law or otherwise. In particular, we do not guarantee:

• any level of search-engine ranking, traffic, advertising, sales or other commercial results;
• that the Platform will be uninterrupted, error-free or free from all security vulnerabilities; or
• any regulatory, compliance or competition outcome.

Availability: we aim to provide high availability of the Platform but do not guarantee uninterrupted or fault-free operation. Availability may be affected by scheduled and emergency maintenance, upgrades, internet or third-party failures, and events beyond our reasonable control. Where a specific service-level target is agreed for Growth Partner or Enterprise customers, it will be set out in a Service Schedule, which will state the target, the exclusions, how availability is measured, and any service credits as the sole and exclusive remedy for failing to meet the target. For the avoidance of doubt, the self-serve Launch tier is provided without any service-level commitment or service-credit remedy; your remedies for Launch are limited to those in section 8 (refunds) and your general right to terminate for our uncured material breach.

Support: support is provided during normal UK business hours unless otherwise agreed. Any stated response times are targets only and are not guaranteed, unless a Service Schedule states otherwise.

Beta and preview features: any features identified as beta, preview or experimental (including new games and trial platform features) are optional, provided "as is" without warranty or service-level commitment, may be modified or withdrawn at any time, and are used at your own risk.

Backups and data loss: we take reasonable measures to back up the hosted Platform but do not warrant against all loss of data. For Bespoke Work, migrations and any self-hosted handover, you are responsible for maintaining your own backups.

The Agreement begins on the date you first accept these Terms or sign an Order Form, and continues for the term set out in the Order Form. For subscriptions, the Subscription Term renews automatically as described in section 8 until cancelled.

Either party may terminate an ongoing Service for convenience on at least 30 days' written notice (or, for subscriptions, by cancelling effective at the end of the current paid period under section 8).

Either party may terminate the Agreement (or any affected Service) immediately on written notice if the other party:

• commits a material breach that is incapable of remedy, or fails to remedy a remediable material breach within 14 days of written notice requiring it to do so;
• fails to pay any undisputed sum that remains overdue (subject to the late-payment process in section 10 and the disputed-invoice process in section 8); or
• becomes insolvent, enters any insolvency or analogous process, or ceases (or threatens to cease) to carry on business.

We may also terminate (or suspend) immediately on written notice where we reasonably believe your use is unlawful, where a regulator contacts us in connection with your competitions, or where your activity exposes us or the Platform to legal, regulatory or security risk.

Effect of termination: on termination or expiry, the licence in section 6 ends, you must cease using the Platform, and you must pay all Fees accrued up to the date of termination (including, for Bespoke Work, all work completed to date; any deposit is non-refundable once work has commenced). Termination does not affect any accrued rights or liabilities. The data export and deletion provisions in section 15 apply in all termination scenarios. The following sections survive termination: 1, 2, 8 (in respect of accrued Fees, disputes and refunds), 9, 10, 13, 14, 15 (export/deletion and survival of the DPA), 16, 17 (IP non-infringement indemnity), 21, 22, 25, 27, 28, 29, 30, 31 and 32.

We may suspend all or part of the Services where:

• any undisputed sum remains overdue (after the 7-day notice in section 10);
• we reasonably suspect misuse, a breach of section 5 (acceptable use), or unlawful activity;
• there is a genuine security concern or threat to the Platform; or
• we are required to do so by law or a regulator.

We will give you prior notice of suspension where it is practicable and lawful to do so; we may suspend immediately, without prior notice, where the grounds relate to security, illegality, regulator contact or serious misuse. Fees continue to accrue during a suspension that arises from your act or omission. We will not be liable for any loss arising from a justified suspension. During and following any suspension we will preserve in-flight competition and draw data and your Customer Data, and will provide you with a secure means to export that data in accordance with section 15, regardless of any payment dispute. We will reinstate the Services promptly once the cause has been remedied.

Each party will comply with all applicable laws in performing the Agreement, including the Bribery Act 2010 and laws relating to the prevention of bribery, corruption and the facilitation of tax evasion, and will not engage in any activity that would cause the other party to breach such laws.

We may assign, novate, charge or subcontract any of our rights or obligations under the Agreement (including engaging Sub-processors under the DPA), and may assign or novate the Agreement freely as part of a group reorganisation or a sale of our business or assets, provided this does not reduce your rights under the Agreement. You may not assign, novate or otherwise transfer any of your rights or obligations under the Agreement without our prior written consent, which will not be unreasonably withheld.

Nothing in the Agreement limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability under section 2(1) of the Unfair Contract Terms Act 1977; (d) liability that cannot be limited or excluded under the implied terms in section 49 of the Consumer Rights Act 2015 or section 13 of the Supply of Goods and Services Act 1982 (reasonable skill and care), to the extent applicable; or (e) any other liability that cannot lawfully be limited or excluded.

Subject to the paragraph above, and to the fullest extent permitted by law, neither party is liable to the other (whether in contract, tort (including negligence), breach of statutory duty or otherwise) for any of the following, in each case only to the extent the loss is indirect or consequential:

• loss of profits, revenue, sales or business;
• loss of anticipated savings;
• loss of goodwill or reputation;
• loss or corruption of data; or
• any other indirect, special or consequential loss.

Direct loss of profits and direct loss or corruption of data are not excluded by the paragraph above and remain recoverable subject to the financial cap in this section. For the avoidance of doubt, our obligations in relation to backups are as stated in section 17.

Subject to the first paragraph of this section, each party's total aggregate liability arising out of or in connection with the Agreement is limited, for all claims in aggregate, to the greater of (a) £25,000 and (b) the total Fees paid or payable by you to us under the Agreement in the 12 months preceding the event giving rise to the claim (and, for a claim relating to a specific Bespoke Work project, the Fees paid or payable for that project). This cap is intended to be a fair and reasonable allocation of risk having regard to the Fees charged, the nature of the Services and the insurance reasonably available to each party. This financial cap applies to all liability not validly excluded under this section, so that if any exclusion in this section is held unenforceable, the cap nonetheless applies to the liability concerned.

The cap in the previous paragraph does not apply to your obligation to pay Fees that are properly due. Your indemnity in section 22 is subject to a cap equal to three times the amount of the cap in the previous paragraph, save that there is no cap on indemnity liability arising from your fraud, your deliberate breach, or your infringement of our or a third party's intellectual property rights. We will not be liable for any losses, fines, penalties or sanctions, or for any regulatory enforcement, arising from your competitions being unlawful, mis-licensed or in breach of gambling, advertising or consumer law, except to the extent such losses are caused by our breach of section 17 or our negligence.

You will indemnify us, and keep us indemnified, against all losses, damages, costs, expenses (including reasonable legal fees), fines, penalties and liabilities that we suffer or incur as a result of third-party claims, regulatory action or end-user claims, in each case to the extent arising out of or in connection with:

• your competitions, prize draws, raffles and instant-win games, and the way you operate them;
• any breach by you of the Gambling Act 2005, lottery or gambling law, the CAP/BCAP Codes or ASA rulings, age-verification requirements, AML/CTF obligations, consumer-protection or electronic-marketing law, or other applicable law;
• misleading promotions, prize disputes, or claims by your entrants or winners;
• any regulatory investigation, enforcement, fine or claim relating to your competitions; and
• infringement of any third-party rights by Customer Content or any materials you supply.

This indemnity is limited to losses to the extent they arise from your acts, omissions, breach or operation of your competitions, and does not extend to losses to the extent caused by our own negligence or breach of the Agreement. The indemnity does not require you to pay any fine or penalty imposed on us for our own culpable conduct, or any liability that, as a matter of law or public policy, cannot validly be passed on to or indemnified by you. The indemnity is subject to the cap in section 21.

Conduct of claims: we will give you prompt written notice of any claim covered by this indemnity, will not make any admission or settlement without your consent (not to be unreasonably withheld), and will provide reasonable cooperation in the defence of the claim at your cost. You may, at your option and cost, assume conduct of the defence, provided you do not settle in a way that imposes any non-indemnified obligation or admission on us without our consent. This indemnity survives termination.

Neither party is liable for any failure or delay in performing its obligations (other than an obligation to pay money) to the extent caused by events beyond its reasonable control, including internet or telecommunications outages, cyber attacks, failures of third-party services or infrastructure, fire, flood, epidemic or pandemic, war or terrorism, industrial disputes, and acts of government or regulators.

The affected party will notify the other promptly and use reasonable endeavours to mitigate the effect and resume performance. Performance is suspended (not discharged) for the duration of the event. If the event continues for more than 30 days, either party may terminate the affected Service on written notice. A force majeure event does not relieve you of your accrued payment obligations.

We may update these Terms from time to time. For this purpose, a change is "material" if a reasonable business customer would regard it as adversely affecting its rights or obligations in a more than trivial way — including any change to Fees, liability, data protection, intellectual property, the term, renewal, or the indemnity. We will give you notice by email (and, where applicable, by in-account notice) of all changes other than minor administrative or typographical corrections. We will not make any change that reduces the core functionality you have paid for during a paid period (see section 4).

For material changes, we will give you at least 30 days' prior notice by email. A material change takes effect on the date stated in the notice, which for subscriptions will be no earlier than your next renewal/billing cycle. If you do not accept a material change, you may reject it and terminate the affected Service before the change takes effect, without penalty. For a material adverse change (in particular a Fee increase): (a) no renewal will be billed at the new rate during the notice period; (b) you may terminate effective no later than the date the change is due to take effect, even if that is before your normal period end; and (c) we will refund, on a pro-rata basis, any pre-paid Fees attributable to a period after the date the change would have taken effect. Your continued use of the Services after a material change takes effect, having received notice and not rejected it, constitutes acceptance of it.

We may make changes required by law, by a regulator, or to reflect non-detrimental operational changes, on notice as set out above. For Services governed by a signed Order Form or bespoke contract, any variation must be agreed in writing by both parties, and a change to these Terms will not retroactively alter an agreed proposal for an active Bespoke Work project. Any price-review or annual-increase mechanism that applies to you will be set out in your Order Form or Service Schedule; where there is none (for example, self-serve Launch subscriptions), any increase is made only via the material-change process in this section.

Notices under the Agreement must be in writing and may be given by email to the address each party has nominated (for us, [email protected]) or by post to a party's registered office or principal place of business. Each party is responsible for keeping its nominated email address current and for notifying the other of any change.

A notice is deemed received: if by email, at 9am on the next business day after sending, provided no bounce or delivery-failure notification has been received before then; and if by post, on the second business day after posting. Notices that initiate a breach, cure, suspension or termination process should, where practicable, also be confirmed by post to ensure robust service. This section does not apply to the service of any document in legal proceedings.

The Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, terms, representations and understandings, whether written or oral, including the previous project/agency terms at turboit.uk/terms.

Each party acknowledges that, in entering into the Agreement, it does not rely on any statement, representation or warranty that is not expressly set out in the Agreement. Nothing in this section limits any liability for fraud or fraudulent misrepresentation.

If any provision of the Agreement is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable; if such modification is not possible, the provision will be deemed deleted. The deletion or modification of a provision does not affect the validity and enforceability of the rest of the Agreement.

No failure or delay by a party in exercising any right or remedy under the Agreement is a waiver of that or any other right or remedy, and no single or partial exercise of a right or remedy prevents its further exercise. A waiver is effective only if given in writing.

Except that our group companies and our licensors may enforce the provisions of the Agreement that confer a benefit on them (in particular the intellectual property provisions in section 13 and the limitation-of-liability provisions in section 21), a person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. For the avoidance of doubt, Lucky Turbo Ltd is the contracting party (trading as Turbo IT) and not a third-party beneficiary. The parties may rescind or vary the Agreement (including under section 24) without the consent of any such third party.

Before commencing proceedings (other than for urgent injunctive relief or to recover an undisputed debt), the parties will use reasonable endeavours to resolve any dispute in good faith, including by escalating it to a senior representative of each party. This does not prevent either party from issuing proceedings where necessary to protect its position.

The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter, is governed by and construed in accordance with the law of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

If you have any questions about these Terms, please contact us using the details below.