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SPINR Trial Terms & Conditions

PLEASE READ THESE TERMS & CONDITIONS CAREFULLY

1. Introduction

1.1. Upon acceptance of these terms and conditions by the Client or the Client otherwise accessing or using the Platform other than pursuant to a subscription, an Agreement will come into force.

1.2. These terms and conditions shall be incorporated into each Agreement to the exclusion of any other terms and conditions that the Client might seek to impose or incorporate, or which are implied by practice or course of dealing.

1.3. In the event of any conflict between the provisions of an Agreement, these terms and conditions shall prevail, followed by any documents referenced in these terms and conditions.

2. Trial Period

2.1. The Agreement shall continue for the Trial Period. Either party may terminate the Agreement during the Trial Period by giving written notice to the other.

2.2. Unless otherwise agreed by the Supplier in writing, the Client and its Affiliates shall only be permitted to trial the Platform for one trial period.

3. Rights to Access & Use

3.1. The Client shall have a right to access and use the Platform in accordance with the Agreement for the Trial Period free of charge.

3.2. The Client’s right to use the Platform is also subject to the following restrictions and obligations:

  • a) the Client shall not use the Platform for any activity which breaches applicable laws and/or any third party rights or which would place the Supplier in breach of applicable laws and/or third party rights;

  • b) the Client shall not upload, post, otherwise transmit or provide access to data through the Platform which is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of another’s privacy, infringes any third party’s IPR, breaches any obligations of confidence, which is hateful, or racially, ethnically or otherwise objectionable; and

  • c) the Client shall comply with any additional requirements, including guides, acceptable and fair use policies, and instructions, regarding use of the Platform which are notified from time to time.

3.3. The Client shall not:

  • a) lease, rent or resell the rights to use the Platform or allow anyone other than Authorised Users to use or benefit from the Platform, except through the exposure of APIs in accordance with the Agreement; or

  • b) reproduce, copy, disassemble, decompile, reverse translate or in any other manner decode the Platform, except as permitted by applicable law.

3.4. The Client shall:

  • a) keep a complete and accurate record of all Authorised Users, and produce such record to the Supplier on request from time to time;

  • b) notify the Supplier as soon as it becomes aware of any unauthorised use of the Platform by any person (including any loss, theft or unauthorised use or access to either the Platform, or any usernames or passwords being compromised); and

  • c) permit the Supplier to inspect and have access to any premises (and to the computer equipment located there) at or from which the Platform is being accessed or used, and have access to any records, for the purposes of ensuring that the Client is complying with the Agreement. The Supplier shall provide reasonable advance notice to the Client of such inspections, which shall take place at reasonable times.

3.5. The Supplier may make configuration and support guides and resources available to the Client during the Trial Period.

3.6. The Client shall at all times be responsible and liable for all Authorised Users’ acts and omission in connection with the Platform and compliance with the Agreement.

4. Performance of the Platform

4.1. During the Trial Period, the Platform is made available “as is”.

4.2 The Supplier does not represent, warrant or undertake that the Platform will be completely error-free, or will meet the Client’s particular requirements. The Client acknowledges that the Platform has not been developed to meet the individual requirements of the Client and that it has the Trial Period to ensure the Platform is fit for its own requirements.

4.3 The Supplier reserves the right to change or update the Platform, and the way in which the Platform operates, at any time during the term of the Agreement, including:

  • a) adding, removing and replacing any Connectors which the Client makes available as standard through the Platforms from time to time; and

  • b) making any changes or updates to the Platform of the way in which the Platform operates for the purposes of compliance with applicable law.

5. APIs, Connectors & Development Toolkit

5.1. The Client is responsible for generating and managing APIs through the Platform and for determining the audiences to which the Client makes APIs available.

5.2. Where the Client uses any Connectors, the Client shall ensure that it has all rights, permissions, consents and licences necessary to connect a Connector to:

  • a) any applicable Applications; and

  • b) any applicable Third Party Resources.

5.3. The Platform allows for various security and other settings for Connectors and APIs, including allowing data to be written or re-written on both the Platform and within Applications. The Client shall ensure that all settings for the Connectors and APIs are correct (including any default settings applied) and that access is only given to Authorised Users by the Client. The Supplier has no responsibility or liability for the loss, overwriting, corruption, unauthorised access or misuse of any Platform Data (whilst within the Platform or Applications) as a result of the settings which are in effect in relation to Connectors or APIs. The Client acknowledges that the Platform is not a data back-up platform and must not be used as such.

5.4. The Client acknowledges that where the writing or re-writing of data is allowed on the Platform and/or within Applications, this may result in the loss, overwriting, corruption of Platform Data or other data within the Client’s systems or control and the Client shall be responsible and liable for the effects or any such writing or re-writing of data.

5.5. The Supplier is not responsible or liable for any failures, errors, inaccuracies or omissions in the performance of any Connectors that are created by the Client or any other users of the Platform using the Development Toolkit.

5.6 Where functionality of the Platform (including APIs, Connectors and the Development Toolkit) are accessed or used during the Trial Period but are not then purchased as part of the Client’s subscription of the Platform, the Supplier has the right, upon or following the commencement of that subscription, to remove or block the use of or access to any such functionality and the results of access to or use of the same created by the Client during the Trial Period.

6. Platform Data

6.1. The Client shall ensure that it has all rights, permissions, consents and licences necessary to:

  • a) ingest all Platform Data into the Platform, whether through Connectors or upload;

  • b) use the Platform Data for the Client’s purposes using the Platform; and

  • c) allow the Client and any third parties to interact with Platform Data through APIs.

6.2. The Client shall comply with any additional third party terms and conditions, restrictions and conditions which are applicable to any Third Party Data.

6.3. The Client acknowledges that the performance of the Platform is dependent on Platform Data and the quality of the same. The Supplier is not responsible or liable for any failures, errors, inaccuracies or omissions in the performance of the Platform which are as a result of Platform Data, or the quality of the same.

7. Additional Client Obligations

7.1. The Client shall promptly:

  • a) provide reasonable co-operation to the Supplier in matters relating to the Platform;

  • b) provide such information, material and data as the Supplier reasonably requests to provide the Platform, and ensure that such information, material and data is complete and accurate in all respects; and

  • c) provide such access to its systems, employees and suppliers as the Supplier reasonably requests to perform its obligations and ensure its employees and suppliers provide reasonable co-operation.

7.2. The Client shall maintain all networks, hardware, software and infrastructure, to the minimum specification required to use the Platform, as notified to the Client by the Supplier from time to time.

7.3. If the Supplier’s performance of its obligations is prevented or delayed by any act or omission of the Client or its agents, employees or suppliers, the Supplier shall not be responsible or liable for the delay and the Client shall pay to the Supplier all reasonable costs, charges or losses sustained or incurred as a result of such act or omission, subject to the Supplier confirming such costs, charges and losses to the Client in writing.

8. Intellectual Property Rights

8.1. All IPR in, arising from or in connection with and to the Platform (including all APIs, Connectors and the Development Kit and including all developments of and to the same) shall be owned by the Supplier, other than any Client Material and Platform Data.

8.2. The Client grants the Supplier a non-exclusive, royalty-free, non-transferable licence to use, host, copy and modify any Client Material and Platform Data for the purpose of providing the Platform to the Client.

9. Data Processing

9.1. In this clause 9, “controller”, “data subject”, “personal data”, “process”, “processor” and “special categories of data” shall have the meaning given to them by Privacy Law.

9.2. The Client, as controller, appoints the Supplier, as a processor, to process personal data for the purposes of providing the Platform. Each party shall comply with the obligations that apply to it under Privacy Law.

9.3. The Client shall ensure that the Supplier has the right to process such personal data for the purposes of providing the Platform and has provided data subjects with all necessary information regarding this processing, and obtains consents where required, in accordance with Privacy Law.

9.4. The Supplier shall ensure that any person it authorises to process such personal data shall be subject to obligations of confidentiality.

9.5. The Supplier shall implement technical and organisational measures to protect such personal data from a security incident accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access.

9.6. The Client consents to the Supplier engaging third party sub-processors to process such personal data provided that, to the extent reasonably practicable, the Supplier imposes privacy terms on any sub-processor.

9.7. The Supplier shall not transfer such personal data outside of the European Economic Area unless it is authorised by the Client or has taken such measures as are necessary to ensure the transfer is in compliance with Privacy Law.

9.8. The Supplier shall provide reasonable assistance to the Client, at the Client’s cost, to assist the Client in responding to any request from data subjects exercising any rights under Privacy Law.

9.9. If the Supplier becomes aware of a confirmed security incident involving such personal data, the Supplier shall inform the Client and shall provide reasonable information and cooperation to the Client so that the Client can fulfil any data breach reporting obligations it may have under Privacy Law.

9.10. Subject to clause 13.1, upon termination or expiry of the Agreement, the Supplier shall, at the Client’s election, destroy or return to the Client all such personal data in its possession or control. This requirement shall not apply to the extent that the Supplier is required by applicable law to retain some or all of such personal data, or to such personal data archived on back-up systems.

9.11. On request by the Client, the Supplier shall respond to reasonable written audit questions submitted to it by the Client in respect of the steps the Supplier has taken to ensure compliance with this clause 9.

10. Confidentiality

10.1. Each party agrees, where it is the recipient of any Confidential Information:

  • a) to keep Confidential Information secret and confidential;

  • b) to use Confidential Information solely for the purposes of exercising its rights or performing its obligations under the Agreement and not for any other purpose; and

  • c) that it shall not disclose or make available any Confidential Information to any person, except as expressly permitted in the Agreement or as specifically permitted by the discloser in writing.

10.2. The restrictions in clause 10.1 shall not apply in respect of any Confidential Information which:

  • a) at the time of disclosure or subsequently enters into the public domain, other than as a result of a breach of any obligations of confidentiality by the recipient;

  • b) has been received from a third party not under any confidentiality obligation to the discloser in respect of such information;

  • c) was already in the possession of the recipient at the time of disclosure by or on behalf of the discloser and in relation to which the recipient does not owe a separate obligation of confidentiality to the discloser; or

  • d) is independently developed by the recipient or its representatives who had no access to the discloser’s Confidential Information.

10.3. The recipient may disclose Confidential Information to its Affiliates and to its officers, directors, employees, contractors, agents and professional advisors and those of its Affiliates who require access to such Confidential Information in order to exercise its rights or perform its obligations under the Agreement.

10.4. The recipient shall be entitled to disclose Confidential Information to the extent required to do so by law, regulation (whether governmental or of a regulatory body or authority) or order of a court of competent jurisdiction. Where such a disclosure is necessary, the recipient shall so far as legally permitted, promptly notify the discloser of the same in writing prior to disclosure.

10.5. Nothing shall prevent the Supplier from using techniques, ideas and other know-how gained through providing the Platform in the furtherance of its own business, to the extent that it does not result in disclosure of Confidential Information of the Client.

10.6. The Supplier may and shall have the right at all times to use non-personal and operational information generated from the Platform for its own internal business purposes, provided that doing so will not disclose the Confidential Information of the Client to any third party.

11. Liability

11.1. Nothing in the Agreement limits or excludes liability:

  • a) for death or personal injury caused by negligence;

  • b) for fraud or fraudulent misrepresentation;

  • c) for any other liability which cannot be limited or excluded by applicable law; or

  • d) under the indemnity in clause 12.

11.2. Subject to clause 11.1, the Supplier shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for:

  • a) loss of profits and/or revenue;

  • b) loss of sales and/or business;

  • c) loss of agreements and/or contracts;

  • d) loss of anticipated savings;

  • e) loss of or damage to goodwill;

  • f) loss of use and/or corruption of software or data;

  • g) wasted expenditure; or

  • h) any indirect, consequential and/or special loss or damage.

11.3. Subject to clause 11.1, the Supplier’s total liability under or in connection with

  • a) any and all breaches of its obligations under clause 9 shall not, in aggregate, exceed £1,000; and

  • b) any and all other liabilities under the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not, in aggregate, exceed £1,000

11.4. All warranties and conditions implied by law as to the Supplier’s performance of its obligations under the Agreement are, to the fullest extent permitted by law, excluded from the Agreement.

12. Indemnities

The Client shall indemnify, keep indemnified and hold harmless the Supplier from and against any and all loss, damages, costs, expenses and any other liabilities of whatever nature suffered, incurred or sustained by the Supplier or its Affiliates in connection with any claim which is brought against the Supplier or its Affiliates as a result of the Client Material or Platform Data infringing the IPR, proprietary or privacy rights of any third party or as a result of the Client’s breach of clause 5.2, 5.3, 6.1 or 6.2.

13. Consequences of Termination or Expiry

13.1. On termination or expiry of the Agreement:

  • a) the Client’s right to access and use the Platform shall immediately cease; and

  • b) within 60 days of the date of termination or expiry of the Agreement, the Client may request for a copy of Client Data held within the Platform, to be provided in a reasonable format determined by the Supplier at the Client’s cost. Following such period the Supplier shall be entitled to delete all Platform Data from the Platform.

13.2. The following clauses shall continue in force upon termination or expiry of the Agreement: clause 8, 10, 11, 12, 13, 14, 16, 17, 18, 19 and 20.

13.3. Termination or expiry of the Agreement shall not affect any rights, remedies or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

14. Non-Solicitation

Neither party shall, without the prior written consent of the other, at any time from the date of the Agreement or for 6 months following the termination or expiry of the Agreement, solicit or entice away from the other party or employ or attempt to employ any person who is, or has been, engaged as an employee or contractor of the other party with whom such party had material contact in connection with the Platform or the Services.

15. Bribery & Corruption

Each party will comply with applicable anti-bribery laws, including the Bribery Act 2010 Modern Slavery Act 2015 and maintain and comply with its own policies in relation to the same.

16. Events Outside of Control

Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure results from events or circumstances beyond its reasonable control, including, strikes, lock-outs or other industrial disputes, failure of utility services, transport, telecoms networks or the internet, act of God, war, riot, civil commotion, malicious damage, compliance with any law, order, rule, regulation or direction, accident, breakdown of hardware, fire, flood, storm or default of suppliers or subcontractors.

17. Dealings

17.1. The Client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and/or obligations under the Agreement.

17.2. The Supplier may at any time assign, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and/or obligations under the Agreement.

18. Notices

18.1. Any notice or other communication given to a party under or in connection with the Agreement shall be in writing and delivered by hand, by first-class post or a next working day delivery service at its registered office (in the case of the notices to the Supplier, marked for the attention of Director of Operations, and a copy to the Chief Executive) or by email to the email address of the Client provided to the Supplier and to support@spinr.io in relation to the Supplier. Either party may change its address for notice by giving notice to the other party in accordance with this clause 18.

18.2. Any notice or communication shall be deemed to have been received:

  • a) by hand, on signature of a delivery receipt or at the time the notice is delivered;

  • b) by first-class post or a next working day delivery service, at 9.00 am on the second business day after posting or at the time recorded by the delivery service; or

  • c) by email, at the time of transmission provided this is between 9.00 am and 5.00 pm on a business day.

19. General

19.1. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

19.2. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

19.3. Each party acknowledges and agrees that it does not rely on, and shall have no remedy in respect of, any representation made (whether innocently or negligently) by any other party or any other person except as expressly set out in the Agreement in respect of which its sole remedy shall be for breach of contract.

19.4. If any provision of the Agreement is declared by any competent court or body to be illegal, invalid or unenforceable, or if any enactment is passed that renders any provision of the Agreement illegal, invalid or unenforceable this shall not affect or impair the legality, validity or enforceability of the remaining provisions of the Agreement.

19.5. No variation of the Agreement shall be effective unless it is made in writing and signed by a duly authorised representative of each of the parties.

19.6. The parties do not intend that any term of the Agreement will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to the Agreement.

19.7. The Agreement may be executed in any number of counterparts, each of which will constitute an original, but which will together constitute one agreement.

19.8. The Agreement and any non-contractual obligations arising out of or in connection with the Agreement are governed by and shall be construed in accordance with English law. The parties submit to the exclusive jurisdiction of the English courts for all purposes relating to and in connection with the Agreement.

20. Interpretation

20.1. In these terms and conditions the following terms shall have the following meanings:

"Activation Date" means the date on which the Supplier first makes the Platform available to the Client for the purposes of a trial;

"Affiliates" means in relation to a party, each and any subsidiary or holding company of that party and each and any subsidiary of a holding company of that party, as defined in s.1159 of the Companies Act 2006;

"Agreement" means an agreement formed of these terms and conditions and any documents referred to in the same;

"API" means any application programming interface made available or created within the Platform which allows the Client to enable third parties to interact with Platform Data;

"Applications" means third party software, applications or services;

"Authorised User" means an employee or contractor employed or engaged by the Client who the Client provides with use of the Platform;

"Client Data" means any information, material, data which is ingested into the Platform, whether through a Connector or upload, and which is provided or made available by the Client;

"Client Material" means any information, material, data provided or made available by the Client relating to the Platform or Services, other than Platform Data;

"Client" means the client who access or uses the Platform;

"Confidential Information" means any information provided by or on behalf of one party (or its Affiliates) to the other in connection with the Agreement, whether before or after the date of the Agreement and whether or not such information is marked or designated as confidential (including information relating to trade secrets, IPR, know-how, improvements, techniques, specifications, processes, manuals, services, software, business methods, finances, pricing, business plans, marketing plans, development plans, customers and suppliers) and any other information that would be deemed as confidential or proprietary in nature by a reasonable business person, whether in oral, visual, electronic or any other medium, form or format;

"Connector" means any connector which is made available or created within the Platform and which allow the Client to connect the Platform to, and extract data from, specific Applications and Third Party Resources;

"Development Toolkit" means any development toolkits which are made available within the Platform and which allow the Client to create its own Connectors using a variety of tools;

"IPR" means patents, copyright and related rights, trademarks and service marks, business names and domain names, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use and protect confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of such rights and all similar or equivalent rights or forms of protection which subsist in any part of the world;

"Platform Data" any data within the Platform which may either be Client Data and/or Third Party Data;

"Platform" means the SPINR platform;

"Privacy Law" means the Data Protection Act 2018, the General Data Protection Regulation 2016/679, and any applicable law which replaces or transposes the same;

"Supplier" means SPINR Limited, company number 11686847, with registered office at 51 Bengal St, Unit 2.1 Waulk Mill, Manchester, United Kingdom, M4 6LN;

"Third Party Data" means any information, material or data from a Third Party Resource which is ingested into the Platform, whether through a Connector or upload;

"Third Party Resource" means any site, database or resource which is provided or made available by a third party; and

"Trial Period" means a period of 30 days from the Activation Date unless agreed otherwise in writing.

20.2. In these terms and conditions:

  • a) a reference to a person includes a natural person, corporate or body, whether or not having separate legal personality;

  • b) a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision;

  • c) any of the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

  • d) “written” or “in writing” includes email.

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