Sprift Technologies Limited Service Terms and Conditions

Applicable from 8 February 2023 until superseded.

Contents

  • 1Interpretation
  • 1.1The following definitions and rules of interpretation apply in these Conditions.
“Accounting Period” the month commencing on the Commencement Date, each subsequent month and the final month before the date of termination of the Contract and ending on the date of termination;
“Business Day” a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
“Charges” the charges specified in the Contract;
“Commencement Date” the date specified in the Contract;
“Complaint” a formal expression of dissatisfaction received by Sprift relating to one of its Services that requires a response;
“Conditions” these terms and conditions as amended from time to time in accordance with clause 28;
“Confidential Information” all confidential information (however recorded or preserved) disclosed by a party or its Representatives to the other party and that party’s Representatives in connection with the Contract, which is either labelled as such or else which should reasonably be considered as confidential because of its nature and the manner of its disclosure;
“Contract” the contract between Sprift and the Customer for the supply of Data and Services (where applicable) in accordance with these Conditions and the Customer Order;
“Customer” the person or firm who purchases Data and/or Services from Sprift;
“Customer System” any information technology system or systems owned or operated by the Customer from which Data is received in accordance with these Conditions;
“Customer User” any employee of the Customer authorised by the Customer to access and use the Services (wholly or in part), using their own unique identifier provided by Sprift;
“Customer User Restrictions” the obligations set out in Schedule 2;
“Data” the data or information, in whatever form including images, still and moving, and sound recordings, the provision of which comprises the Services (wholly or in part);
“Derived Data” any Data (wholly or in part) manipulated to such a degree that it:

  • a) cannot be identified as originating or deriving directly from the Data or the Services and cannot be reverse-engineered such that it can be so identified; and
  • b) is not capable of use substantially as a substitute for the Data or the Services;
“Distribute” to make Data accessible (including the provision of access through a database or other application populated with the Data, reselling, sub-licensing, transferring or disclosing the Data) by any means, including any electronic means, to any Customer User licensed;
“End User” users of the Sprift Services
“End User Data” means all data which is defined as “personal data” under applicable data protection laws and which is provided by Customer to Sprift (directly or indirectly, including data collected from or supplied by the End User and data collected via the Sprift Platform) and processed by Sprift as a processor as part of its provision of the Sprift Services to the Customer, and to which data protection laws apply from time to time. “controller”, “data subject”, “personal data” and “processor” shall have the meanings ascribed to them in the data protection laws
“Good Industry Practice” in relation to any undertaking and any circumstances, the exercise of skill, diligence, prudence, foresight and judgement and the making of any expenditure that would reasonably be expected from a skilled person engaged in the same type of undertaking under the same or similar circumstances;
“Initial Period” a period specified in the Contract commencing on the Commencement Date;
“Intellectual Property Rights” all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
“Licence” the licence granted in clause 17;
“Manipulate” to combine or aggregate the Data (wholly or in part) with other data or information or to adapt the Data (wholly or in part);
“Manipulated Data” any Data which has been Manipulated. Manipulated Data includes any Derived Data;
“Materials” any hardware, Software or documents supplied by Sprift under the Contract, including the materials referred to in clause 13.4;
“Normal Business Hours” 8.00am to 6.00pm GMT or BST whichever is operative on that Business Day;
“Order” the Customer’s order for Services as set out in the customer specific documents provided as part of the sales process;
“Permitted Use” internal business use (which shall not include the use of the Data or the Materials by, or for the benefit of, any person other than an employee of the Customer);
“Release” generally available upgrades and enhancements to the Data or Software;
“Representatives” in respect of a party, that party’s employees, officers, representatives, advisers or sub-contractors involved in the provision or receipt of the Services who need to know the confidential information in question;
“Renewal Period” each successive period after the Initial Period for which the Contract is renewed;
“Security Feature” any security feature including any key, PIN, password, token or smartcard;
“Service Levels” performance standards (including all response and other timeframes) set out in clause 6;
“Services” or “Sprift Services” the services to be supplied by Sprift under the Contract including the supply of any Data, Materials or Support;
“Site(s)” the physical location(s), having a postal address, to which the Services are to be supplied as specified in the Contract;
“Software” any software provided by Sprift to enable the Services to be used including any Releases;
“Sprift” Sprift Technologies Limited registered in England and Wales with company number 10324966;
“Sprift API” the application programming interface which may be used to retrieve Sprift Data;
“Sprift Brand Guidelines” the formal written instructions concerning the use, placement and colours of Sprift Trademarks by the Customer;
“Sprift Data” data which is accessed by End Users and accessed via the Sprift API or the Sprift Platform or is supplied directly by Sprift;
“Sprift Platform” all software, (in source and object) middleware, interfaces, databases, algorithms, logic and functionality which is used, created by or licensed to Sprift and which is deployed/used by Sprift to facilitate the delivery of the Sprift Services;
“Sprift Trademarks” the registered and unregistered trademarks, trade names, logos and trade dress owned and used by Sprift from time to time in the course of its business and including those referenced in Schedule 2;
“Support” the support to be supplied by Sprift including reasonable efforts to maintain the Materials in good working order and to restore the Services (if unavailable);
“Term” the Initial Period and any Renewal Periods;
“Virus” any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices;
“Vulnerability” a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability.
  • 1.2Clause, schedule and paragraph headings shall not affect the interpretation of these Conditions.
  • 1.3A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  • 1.4A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
  • 1.5Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
  • 1.6Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
  • 1.7A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
  • 1.8A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
  • 1.9 A reference to writing or written includes faxes and email.
  • 1.10 References to clauses and schedules are to the clauses and schedules of these Conditions and references to paragraphs are to paragraphs of the relevant schedule.
  • 1.11Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.
  • 1.12The Schedules to these Conditions shall be construed with and form an integral part of these Conditions.
  • 2 Basis of contract
  • 2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
  • 2.2The Order shall only be deemed to be accepted when Sprift issues written acceptance of the Order at which point and on which date the Contract shall come into existence (“Commencement Date”).
  • 2.3Any samples, drawings, descriptive matter or advertising issues by Sprift and any descriptions or illustrations contained in Sprift’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
  • 2.4These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate or which are implied by law, trade custom, practice or course of dealing.
  • 2.5Any quotation given by Sprift shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.
  • 3Scope
  • During the Term Sprift shall supply the Services to the Customer and the Customer shall pay the Charges and use the Services.
  • 4Connection
  • 4.1Sprift shall use reasonable efforts to make connection to the Data/Services available on the Commencement Date.
  • 4.2The Customer shall ensure that it promptly complies with any minimum hardware configuration requirements specified by Sprift for the purpose of establishing connectivity between the Customer System and the Data/Services.
  • 4.3Each party shall bear its own costs of establishing that connectivity.
  • 5Cyber security and intellectual property protection
  • 5.1The Customer shall take all prudent steps to implement appropriate cyber security protocols and prevent unauthorised access to the Sprift Services and prevent the transmission of any viruses, or material during the course of their use of the Sprift Services that:
    • 5.1.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
    • 5.1.2 facilitates or promotes illegal activity;
    • 5.1.3 depicts unlawful sexually explicit or obscene images;
    • 5.1.4 promotes unlawful violence;
    • 5.1.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
    • 5.1.6 is otherwise illegal or causes damage or injury to any person or property.
  • 5.2Sprift reserves the right, without liability or prejudice to its other rights, to disable or suspend provision of the Sprift Services in the event Customer materially breaches the provisions of this clause 5. In this context material breach shall include repeated breaches which individually may be considered as not-material.
  • 5.3Suspension is accordance with Clause 5.2 shall be made on notice which is proportionate to the urgency and severity of the breach.
  • 5.4Where Customer is responsible for any misuse of the Sprift Services or for the introduction of viruses or for facilitating any unlawful use thereof it shall remain liable to pay the Charges during any period of suspension. In all other circumstances, Customer shall not be liable to pay the Charges during the period of suspension.
  • 5.5Sprift will restore the Sprift Service when, in Sprift’s reasonable opinion, the risk posed by the breach or threat has been mitigated.
  • 5.6Customer shall not, except as may be allowed by these Conditions and subject to any applicable law which is incapable of exclusion by agreement between the Parties, seek to do or procure or assist others to:
    • 5.6.1 obtain access to any part of the Sprift Platform other than via the website, API or other agreed means using valid credentials as part of the normal operation of the Sprift Platform
    • 5.6.2 copy, modify, duplicate, create derivative works, frame, mirror, republish, download, display, transmit, or distribute all or any portion of any part of the Sprift Platform in any form or media or by any means
    • 5.6.3 de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Sprift Platform. If Customer wishes to achieve interoperability between the Sprift Platform and another software programme then upon Customer’s written request specifying the purpose for which the information is required, Sprift shall provide information necessary to achieve such interoperability to the extent required by applicable law. Customer agrees to keep such information confidential for so long as such information remains a trade secret and use it solely for the purposes of achieving interoperability
    • 5.6.4 access or use the facilities granted by the Contract and/or access the Sprift Services or any confidential information to facilitate the construction or development of any product or service that completes with the Sprift Services or emulates the Sprift Platform
    • 5.6.5 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or make available the Sprift Services or Sprift Data to any third party except with the prior written consent of Sprift.
  • 5.7Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Sprift Services and, in the event of any such unauthorised access or use, promptly notify Sprift.
  • 5.8Customer shall implement and maintain physical and information security conforming to good industry practice and shall follow any security instructions set forth in its information security policy.
  • 5.9Customer agrees with Sprift that Customer shall:
    • 5.9.1 use reasonable endeavours in accordance with good industry practice to prevent:
      • (a) unauthorised access by Customer and End Users to the Sprift Services and/or access to the Sprift Platform; and
      • (b) Customer or End Users from knowingly or recklessly introducing any viruses into the Sprift Platform or in any other way harming or attempt to harm the Sprift Platform.
  • 6Services
  • 6.1During the Term Sprift shall supply the Services to the Customer.
  • 6.2Sprift shall, during the Term, provide the Sprift Services to Customer in accordance with these Conditions, in a proper, lawful, efficient and business-like manner, observing and performing the lawful directions of Customer which are consistent with the terms of these Conditions, so as to meet or exceed the Service Levels.
  • 6.3Sprift may change at any time, with as much prior notice to the Customer as is reasonably practicable:
    • 6.3.1 the content, format or nature of Data or the Services; and
    • 6.3.2 the means of access to the Data or the Services.
  • 6.4Sprift will use commercially reasonable endeavours to make the Data and Services (where applicable) available 24 hours a day, seven days a week except for:
    • 6.4.1 planned maintenance performed outside Normal Business Hours; and
    • 6.4.2 unscheduled maintenance performed outside Normal Business Hours, provided that Sprift has used reasonable endeavours to give the Customer at least 2 Normal Business Hours’ notice in advance.
  • 6.5Sprift warrants to the Customer that the Services will be provided using reasonable care and skill.
  • 6.6Sprift shall, as part of the Sprift Services and at no additional cost to Customer, provide Customer with Sprift’s standard support services during Normal Business Hours in accordance with Sprift’s Support Services Policy as communicated to Customer from time to time. Sprift may amend the Support Services Policy from time to time and shall provide Customer with notice of this.
  • 6.7Customer may purchase enhanced support services separately as agreed between the Parties from time to time
  • 6.8Customer acknowledges that Sprift has no liability, and gives no warranty, in respect of the informational content or accuracy of the Services output. However, Sprift warrants that the data collected for the Services output is collected lawfully and presented and collated accurately and the Sprift Services are provided with reasonable skill and care.
  • 6.9Sprift shall not be liable for any loss or interruption of service in whole caused or contributed to by any failure in any communications network, power supplies, data centre operation or disruption caused by cyber-intrusions such as denial of service attacks or failure of any systems or protocols which are not under the direct control of Sprift.
  • 6.10The rights provided under this Clause 6 are granted to Customer and may not be sub-licensed or assigned or resold to any third-party. Save as for such limited licence as is necessary for the provision of the Sprift Services to Customer no rights, licences or privileges or permissions are granted or transferred to Customer in any Intellectual Property owned created or licensed to Sprift now or at any time in the future including output from queries performance using the Sprift Services
  • 7Charges
  • 7.1For the performance of the Services, the Customer shall pay to Sprift the Charges.
  • 7.2The Charges shall be due and payable in full to Sprift in accordance with Schedule 1.
  • 7.3Time shall be of the essence regarding the Customer’s obligations to make payments in accordance with this clause 7 and such obligations are material obligations for the purpose of clause 21.3.2.
  • 7.4Sprift may charge interest at an annual rate of 8% above the Bank of England base rate, calculated on a daily basis in respect of any sum which is due and unpaid, that interest to run from the date on which that sum is due and payable until receipt by Sprift of the full amount, whether before or after judgment.
  • 7.5All Charges are exclusive of VAT or any other applicable sales tax, which shall be paid by the Customer at the rate and in the manner for the time being prescribed by law.
  • 7.6Sprift may, at any time after the expiry of the Initial Period, by giving 30 days’ prior written notice, vary the Charges, the basis on which they are calculated, the Services and any other provisions of the Contract.
  • 7.7The Customer may terminate the relevant Service from the date on which that variation is intended to take effect, provided that the Customer gives Sprift written notice of termination of that Service, in the following circumstances:
    • 7.7.1 where Sprift’s notice of variation concerns the Charges or the basis on which they are calculated; and
    • 7.7.2 the Customer can show that the variation in question will result in a material reduction in the rights granted under clause 17.1 in respect of the Services or the relevant Service,
  • in which case, the Customer shall be entitled to a refund of any Charges already paid for the Services or that Service (as the case may be) in respect of any period following termination under this clause.
  • 7.8Where an amendment to the provisions of the Contract (other than the Charges or the basis on which they are calculated) is required as a result of an addition to the Services or relevant Service (including, for example, an amendment to acknowledge third party rights), Sprift may give the Customer reasonable notice in writing of the necessary amendments that will take effect on the date specified in that notice.
  • 8Data processing and data integrity
  • 8.1Customer shall provide a privacy notice to End Users that complies with applicable data protection laws. To the extent that Sprift is a controller in relation to any End User’s personal data, Sprift will provide a privacy notice to End Users that complies with applicable data protection laws.
  • 8.2Sprift shall manage all back-ups, data security, archiving and deletion of data as Sprift deems necessary to provide the Sprift Services.
  • 8.3Customer acknowledges that data deleted by authorised or unauthorised access may not always be recoverable as part of backup processes.
  • 8.4In the event of any loss or damage to End User data, Sprift will use reasonable commercial endeavours to restore the lost or damaged End User data from recent back-up(s) or such End User data maintained by Sprift.
  • 8.5Sprift shall not be responsible for any loss, destruction, alteration, or disclosure of End User data caused by Customer actions.
  • 8.6The Parties shall individually comply with the provisions of:
    • 8.6.1 the EU General Data Protection Regulation (EU 2016/679) (EU GDPR);
    • 8.6.2 EU GDPR as onshored into UK domestic legislation by the European Union (Withdrawal) Act 2018 (UK GDPR) (EU GDPR and UK GDPR together “GDPR”); and
    • 8.6.3 the Data Protection Act 2018;
  • including all associated codes of practice and other guidance issued by the Information Commissioner’s Office or any other applicable data protection authority, and all as amended, replaced or renumbered from time to time (together the ‘Data Protection Laws’).
  • 8.7 Without prejudice to the generality of Clause 8.6 Sprift shall not transfer any End User data outside of the United Kingdom and/or the European Economic Area unless Sprift has:
    • 8.7.1 Provided appropriate safeguards as specified in the Data Protection Laws in relation to such transfer (including where applicable requiring Sprift to execute, or procure that any sub-processors execute the appropriate standard contractual clauses); and
    • 8.7.2 complied with its obligations under Data Protection Laws by providing an adequate level of protection to any End User data so transferred.
  • 8.8If Sprift processes any End User data on behalf of Customer when performing its obligations under these Conditions, the Parties record their intention that Customer shall be the data controller and Sprift the data processor. In any event:
    • 8.8.1 Customer agrees that any End User data may be transferred or stored on servers operated by Microsoft Azure, Amazon AWS or Google Cloud Platform. The purpose, scope and other particulars of processing is set out at Schedule 3.
    • 8.8.2 Sprift shall process End User data only in accordance with the terms of these Conditions and any documented lawful instructions reasonably given by the Customer from time to time, unless otherwise required by applicable UK law, in which case Sprift shall notify Customer (unless such law prohibits such notification on important grounds of public interest).
    • 8.8.3 Sprift shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the End User data or its accidental loss, destruction or damage in accordance with its Information Security Policy, and to ensure that the processing meets the requirements of the Data Protection Laws and the rights of data subjects.
    • 8.8.4 Sprift shall ensure that all persons authorised to process End User data have made an appropriate commitment of confidentiality of are under an appropriate statutory obligation of confidentiality.
    • 8.8.5 Sprift shall assist Customer by appropriate technical and organisational measures insofar as possible, for the fulfilment of Customer obligations to respond to requests for exercising the rights of data subjects.
    • 8.8.6 By entering into the Contract, Customer grants specific written authorisation to the engagement by Sprift of those processors or sub-processors set out in Clause 8.8.1 above and Schedule 3. By entering into the Contract Customer grants general written authorisation to Sprift to add to or replace other processors or sub-processors.
    • 8.8.7 Where Sprift engages another processor or sub-processor for carrying out specific processing activities on behalf of Customer, the same data protection obligations as set out in these Conditions shall be imposed on that other processor by way of a contract, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the Data Protection Laws.
  • 8.9Sprift warrants that it provides all property specific data, comparable properties and any other personal data which may be made available to Customer via the Sprift Services in compliance with applicable Data Protection Laws.
  • 9Audit
  • 9.1The Customer shall keep, in electronic form, at its normal place of business detailed, accurate and up-to-date records (“Records“) showing, during the period of the Contract and a reasonable length of time thereafter the steps taken by the Customer to comply with the Customer User Restrictions. The Customer shall ensure that the Records are sufficient to enable Sprift to verify the Customer’s compliance with its obligations under this clause 9.
  • 9.2The Customer shall permit Sprift and its third party representatives (including its designated auditor), on reasonable notice during Normal Business Hours, but without notice in case of any reasonably suspected breach of this clause 9, to:
    • 9.2.1 gain (physical and remote electronic) access to, and take copies of, the Records and any other information held at the Customer’s premises or on the Customer System; and
    • 9.2.2 inspect all Records and Customer Systems relating to the use, Distribution, Redistribution, permissioning and control of the Data and the Services,
  • for the purpose of auditing the accuracy of the Returns and the Customer’s compliance with its obligations under these Conditions including the Customer User Restrictions. Such audit rights shall continue for three years after termination of the Contract. The Customer shall give all necessary assistance to the conduct of such audits during the term of the Contract and for a period of three years after termination of the Contract.
  • 10Sprift’s obligations/warranties
  • 10.1Sprift warrants that it has and will:
    • 10.1.1 perform the Sprift Services with all due care, skill and diligence and in accordance with good industry practice;
    • 10.1.2 maintain all necessary licences, consents and permissions necessary for the performance of its obligations under these Conditions;
    • 10.1.3 comply with all applicable laws and regulations, mandatory standards and codes of practice of any competent authority for the time being in force with respect to its obligations under these Conditions and provision of the Sprift Services; and
    • 10.1.4 utilise such adequate number of suitable qualified, skilled, trained, experienced and competent staff as may be reasonably necessary to provide the Sprift Services and who shall be appropriately supervised by Sprift.
  • 10.2Sprift excludes all implied warranties, conditions and other terms, express or implied, whether by statute, common law, custom, usage or otherwise, including implied warranties of merchantability, fitness for a particular purpose, informational content or accuracy, quiet enjoyment, error-free operation, with regard to the Sprift Services. Sprift does not warrant the performance or results Customer or any End User may obtain by using the Sprift Services or that any of them are error-free.
  • 10.3Subject to Sprift taking all commercially reasonable and proportionate steps as are within its control to mitigate any losses Sprift shall not be responsible for any delays, delivery failures, loss of data, or any other loss or damage caused by the transfer of data over any communications network (wired or wireless, local or wide area) or via any intermediary, facilities, including the internet, and Customer acknowledges that the Sprift Services may be subject to limitations, delays and other problems inherent in the use of communications facilities and provision and storage of digital information.
  • 10.4Sprift undertakes that the Sprift Services will be provided in all material respects with reasonable skill and care and in accordance with good industry practice.
  • 10.5The Parties and each of them shall:
    • 10.5.1 comply with all applicable laws, regulations, codes of practice relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
    • 10.5.2 not engage in activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
    • 10.5.3 comply with all sanctions imposed by the United Kingdom even if such restrictions are not imposed by the law of the country in which the party resides or carries on business;
    • 10.5.4 promptly report to the other any request or demand on an incident which may place that party or any officer or employee thereof under pressure to commit any offence or to secure undue financial or other advantage of any kind in connection with the performance of these Conditions;
    • 10.5.5 ensure that all persons associated with the party who are performing services in connection with these Conditions comply with this clause 10.5;
  • Failure to comply with this Clause 10.5 shall contribute an irremediable breach of the Contract which shall entitle the innocent party to terminate the Contract with immediate effect and without notice.
  • 11Customer obligations
  • 11.1Customer shall:
    • 11.1.1provide Sprift with:
      • (a)all necessary co-operation in relation to these Conditions;
      • (b)access to all necessary information as may be required by Sprift;
      • (c)comply with all applicable laws and regulations with respect to its activities related to the performance of these Conditions.
    • 11.1.2 Be responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Sprift Services.
  • 12Unauthorised use
  • If any unauthorised use is made of the Data, Materials or other Services and such use is attributable to the act or default of, or through, the Customer (including breach of any Customer User Requirements) then, without prejudice to Sprift’s other rights and remedies, the Customer shall immediately be liable to pay Sprift an amount equal to the Charges that Sprift would have charged, had Sprift or the Customer (as the case may be) authorised the unauthorised user at the beginning of the period of that unauthorised use together with interest at the rate provided for in clause 7.4 from the date of that unauthorised use to the date of payment.
  • 13Confidentiality
  • 13.1The term Confidential Information does not include any information that:
    • 13.1.1 is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause 13);
    • 13.1.2 was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
    • 13.1.3 was, is, or becomes, available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
    • 13.1.4 was known to the receiving party before the information was disclosed to it by the disclosing party; or
    • 13.1.5 the parties agree in writing is not confidential or may be disclosed.
  • 13.2 Each party shall keep the other party’s Confidential Information confidential and shall not:
    • 13.2.1 use any Confidential Information except for the purpose of exercising or performing its rights and obligations under these Conditions (“Permitted Purpose“); or
    • 13.2.2 disclose any Confidential Information in whole or in part to any third party, except as expressly permitted by this clause.
  • 13.3A party may disclose the other party’s Confidential Information to those of its Representatives who need to know that Confidential Information for the Permitted Purpose, provided that:
    • 13.3.1 it informs those Representatives of the confidential nature of the Confidential Information before disclosure; and
    • 13.3.2 at all times, it is responsible for the Representatives’ compliance with the confidentiality obligations set out in this clause 13.
  • 13.4The Customer acknowledges that Sprift’s Confidential Information includes any software or other materials created by Sprift in connection with the Services.
  • 13.5A party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible.
  • 13.6Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information, other than those expressly stated in these Conditions, are granted to the other party, or are to be implied from these Conditions.
  • 13.7The provisions of this clause 13 shall continue to apply after termination of the Contract.
  • 14Announcements
  • Neither party shall make, or permit any person to make, any public announcement concerning the Contract without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.
  • 15 Security and passwords
  • 15.1The Customer shall ensure that the Data and Materials are kept secure and in an encrypted form, and shall use the best available security practices and systems applicable to the use of the Data and Materials to prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of the Data and the Materials.
  • 15.2Where Sprift uses Security Features in relation to the Services (wholly or in part), the Security Features must, unless Sprift notifies the Customer otherwise, be kept confidential and not lent, shared, transferred or otherwise misused.
  • 15.3If the Customer becomes aware of any misuse of any Data or the Materials or Sprift Services, or any security breach in connection with the Contract that could compromise the security or integrity of the Data or the Materials or otherwise adversely affect Sprift or if the Customer learns or suspects that any Security Feature has been revealed to or obtained by any unauthorised person, the Customer shall, at the Customer’s expense, promptly notify Sprift and fully co-operate with Sprift to remedy the issue as soon as reasonably practicable.
  • 15.4The Customer agrees to co-operate with Sprift’s reasonable security investigations.
  • 15.5Sprift may change Security Features on notice to the Customer or the Customer Users for security reasons.
  • 16Data protection and compliance with policies
  • 16.1Particulars of processing of personal data are set out in Schedule 3.
  • 17Licence
  • 17.1Sprift grants to the Customer a non-exclusive, non-transferable, revocable, licence for the Permitted Use only during the Term, subject to the Customer User Restrictions, to:
    • 17.1.1 access, view and Manipulate Data and create Derived Data;
    • 17.1.2 store the Data and Manipulated Data on the Customer System;
    • 17.1.3 Distribute the Data and Manipulated Data to Customer Users on the Customer System within the locations agreed; and
    • 17.1.4 use (but not modify) the Materials in support of the activities referred to in this clause 17.1.
  • 17.2Except as expressly provided in these Conditions, the Customer shall not:
    • 17.2.1 use the Services (wholly or in part) in its products or services; or
    • 17.2.2 redistribute the Services (wholly or in part).
  • 17.3The Customer shall observe the Customer User Restrictions set out in Schedule 2.
  • 18Intellectual property rights ownership
  • 18.1The Customer acknowledges that:
    • 18.1.1 all Intellectual Property Rights in the Data and the Materials are the property of Sprift or its licensors, as the case may be;
    • 18.1.2 it shall have no rights in or to the Data or the Materials other than the right to use them in accordance with the express terms of these Conditions; and
    • 18.1.3 Sprift or its licensors has or have made and will continue to make substantial investment in the obtaining, verification, selection, co-ordination, development, presentation and supply of the Data.
  • 18.2The Customer assigns to Sprift, and shall assign to it, with full title guarantee all Intellectual Property Rights in any development of the Materials and in any Manipulated Data it may create, by way of future assignment.
  • 18.3The Customer shall, and shall use all reasonable endeavours to procure that any necessary third party shall, at Sprift’s cost, promptly execute such documents and perform such acts as may reasonably be required for the purpose of giving full effect to these Conditions.
  • 18.4The Intellectual Property Rights assigned to Sprift under clause 18.2 shall be deemed to be included in the Licence from the date when such rights arise.
  • 18.5The Customer shall co-operate with Sprift to protect the goodwill and reputation of the Services and, without limitation, shall comply with Schedule 2.
  • 18.6Any display of the Services by the Customer shall credit, wherever technically and commercially feasible, Sprift, any licensor of Sprift or any other source of the Data specified by Sprift as the source of the Data.
  • 18.7The Customer acknowledges that reference in any element of the Materials to trade names or proprietary products where no specific acknowledgement of such names or products is made does not imply that such names or products may be regarded by the Customer as free for general use, outside the scope of the use of the Materials authorised by these Conditions.
  • 19Warranties
  • 19.1Sprift warrants that it has the right to license the receipt and use of Data and Materials as specified in these Conditions.
  • 19.2 Except as expressly stated in these Conditions, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law.
  • 19.3Without limiting the effect of clause 19.2, Sprift does not warrant that:
    • 19.3.1 the supply of the Data or use of the Software will be free from interruption;
    • 19.3.2 the Services will run on the Customer System;
    • 19.3.3 the Data is accurate, complete, reliable, secure, useful, fit for purpose or timely; or
    • 19.3.4 the Data has been tested for use by the Customer or any third party or that the Data will be suitable for or be capable of being used by the Customer or any third party.
  • 20Limitation of liability
  • 20.1Neither party excludes or limits liability to the other party for:
    • 20.1.1 fraud or fraudulent misrepresentation;
    • 20.1.2 death or personal injury caused by negligence;
    • 20.1.3 a breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
    • 20.1.4 any matter in respect of which it would be unlawful for the parties to exclude liability.
  • 20.2Subject to clause 20.1, Sprift shall not in any circumstances be liable whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:
    • 20.2.1 any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;
    • 20.2.2 any loss or corruption (whether direct or indirect) of data or information;
    • 20.2.3 loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); or
    • 20.2.4 any loss or liability (whether direct or indirect) under or in relation to any other contract.
  • 20.3Subject to clause 20.1, Sprift’s total liability in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise arising in connection with the performance or contemplated performance of the Contract or any collateral contract shall in all circumstances be limited per incident or series of related incidents to 100% of the total Charges paid by the Customer to Sprift during the Accounting Period immediately before the date on which the cause of action first arose.
  • 20.4Any dates quoted for delivery of the Services are approximate only, and the time of delivery is not of the essence. Sprift shall not be liable for any delay in delivery of the Services that is caused by an event within the scope of clause 22 or the Customer’s failure to provide Sprift with adequate delivery instructions or any other instructions that are relevant to the supply of the Services or the Customer’s failure to comply with clause 4.2.
  • 21 Term and termination
  • 21.1The Contract shall commence on the Commencement Date. Unless terminated earlier in accordance with clause 21.3 or this clause 21.1 or the relevant section(s) of Schedule 1, the Contract shall continue as set out in the relevant section(s) of Schedule 1.
  • 21.2The Customer may terminate the Contract in respect of the Services (wholly or in part) in accordance with clause 7.7.
  • 21.3Without prejudice to any rights that have accrued under the Contract or any of its rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
    • 21.3.1 the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified to make that payment;
    • 21.3.2 the other party commits a material breach of any term of these Conditions (other than failure to pay any amounts due under the Contract) and (if that breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so;
    • 21.3.3 the other party:
      • (a) suspends, or threatens to suspend, payment of its debts;
      • (b) is unable to pay its debts as they fall due or admits inability to pay its debts;
      • (c) (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
      • (d) (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or
      • (e) (being a partnership) has any partner to whom any of clause 21.3.3(a) apply;
    • 21.3.4 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 other than (in the case of a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
    • 21.3.5 the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
    • 21.3.6 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 (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
    • 21.3.7 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
    • 21.3.8 the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
    • 21.3.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
    • 21.3.10 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other similar process is levied or enforced on or sued against, the whole or any part of the other party’s assets and that attachment or process is not discharged within 14 days;
    • 21.3.11 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 clause 21.3.3 (inclusive);
    • 21.3.12 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
    • 21.3.13 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 these Conditions is in jeopardy; or
    • 21.3.14 there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
  • 21.4Any provision of these Conditions that expressly or by implication is intended to come into or continue in force on or after termination of these Conditions shall remain in full force and effect.
  • 21.5Termination or expiry of the Contract shall not affect any rights, remedies, obligations 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 Contract which existed at or before the date of termination or expiry.
  • 21.6On any termination of the Contract for any reason or expiry of the Term, the Customer shall immediately pay any outstanding amounts owed to Sprift under the Contract and, within a reasonable period of termination or expiry ensure that there is no further use of the Services in any of the Customer’s products or applications.
  • 21.7On any termination of the Contract for any reason or expiry of the Term:
    • 21.7.1 each party shall as soon as reasonably practicable return, delete or destroy (as directed in writing by the other party) all data, information, software, and other materials provided to it by the other party in connection with the Contract including all materials containing or based on the other party’s Confidential Information; and
    • 21.7.2 without limiting the effect of clause 21.7.1, the Customer shall as soon as reasonably practicable ensure that all Data and Manipulated Data is deleted from the Customer System,
    • and any electronic data shall be considered deleted, for the purpose of this clause 21.7, where it has been put beyond use by the deleting party.
  • 21.8On any termination of the Contract for any reason or expiry of the Term, Sprift shall refund any Charges for the relevant Accounting Period paid by the Customer as at the date of termination or expiry (less a reasonable sum in respect of the Customer’s use of the Data or the Materials to the date of termination), except where the ground for termination is material breach by the Customer under clause 21.3.2, in which case the Customer shall not be entitled to any refund.
  • 21.9If a party is required by any law, regulation, or government or regulatory body to retain any documents or materials that it would otherwise be required to return or destroy under clause 21.7, it shall notify the other party in writing of that retention, giving details of the documents or materials that it must retain. That party shall not be in breach of clause 21.7 with respect to the retained documents or materials, but clause 13 shall continue to apply to them.
  • 22Force majeure
  • Neither party shall be in breach of these Conditions nor liable for delay in performing, or failure to perform, any of its obligations under these Conditions if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for eight weeks, the party not affected may terminate the Contract by giving 30 days written notice to the affected party.
  • 23Assignment
  • 23.1The Contract is personal to the Customer and it shall not assign, transfer, mortgage, charge, sub-contract, declare a trust of or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Sprift (which is not to be unreasonably withheld or delayed).
  • 23.2The Customer confirms it is acting on its own behalf and not for the benefit of any other person.
  • 23.3Sprift may at any time assign, transfer, mortgage, charge, sub-contract, declare a trust of or deal in any other manner with any of its rights and obligations under the Contract without the consent of the Customer.
  • 24Waiver
  • No failure or delay by a party to exercise any right or remedy provided under these Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
  • 25Remedies
  • Except as expressly provided in these Conditions, the rights and remedies provided under these Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.
  • 26 Notice
  • 26.1Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
    • 26.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
    • 26.1.2 sent by Sprift by email to the Customer at the email address specified in the Contract; or
    • 26.1.3 sent by the Customer to Sprift at hello@sprift.com
  • 26.2Any notice or communication shall be deemed to have been received:
    • 26.2.1 if delivered by hand, at the time the notice is left at the proper address;
    • 26.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
    • 26.2.3 if sent by email, at 9.00 am on the next Business Day after transmission.
  • 26.3This 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. For the purposes of this clause, “writing” shall not include email.
  • 27Entire agreement
  • 27.1These Conditions and the Contract constitutes the entire agreement between the parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them relating to its subject matter.
  • 27.2Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Conditions.
  • 27.3Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Conditions.
  • 28Variation
  • These Conditions may be varied by Sprift, with no less than 30 days notification published on the Sprift website.
  • 29Severance
  • 29.1If any provision or part-provision of these Conditions 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 these Conditions.
  • 29.2If any provision or part-provision of these Conditions is deemed deleted under clause 29.1 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.
  • 30No partnership or agency
  • 30.1Nothing in these Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
  • 30.2Each party confirms it is acting on its own behalf and not for the benefit of any other person.
  • 31Third-party rights
  • 31.1A person who is not a party to these Conditions shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
  • 31.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under these Conditions are not subject to the consent of any other person.
  • 32Governing law
  • The Contract and these Conditions and any dispute or claim arising out of or in connection with it or its or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
  • 33Jurisdiction
  • Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1
Charges

  • 1.1This schedule contains the Charges, Initial Period, Renewal Period, Termination and Payment rights for the following Services:
    • 1.1.1 Sales – 12 month initial contract
    • 1.1.2 Lettings – 12 month initial contract
    • 1.1.3 Sales & Lettings – 12 month initial contract
    • 1.1.4 Landlords & Developers – 12 month initial contract
    • 1.1.5 Surveyors – 12 month initial contract
    • 1.1.6 Sales – 1 month initial contract
    • 1.1.7 Lettings – 1 month initial contract
    • 1.1.8 Sales & Lettings – 1 month initial contract
    • 1.1.9 Landlords & Developers – 1 month initial contract
    • 1.1.10 Sprift API
    • 1.1.11 Sprift Compliance API
    • 1.1.12 Data Provision – one-off
    • 1.1.13 Data Provision – 12 month initial contract
    • 1.1.14 Printed Materials
    • 1.1.15 Prospecting
    • 1.1.16 Conveyancers
    • 1.1.17 Lettings Accelerator
  • 1.2Sales – 12 month initial contract
    • 1.2.1 The Charges shall be calculated in advance on the basis of the number of Sites that will be authorised to receive the Services (wholly or in part) during each Accounting Period.
    • 1.2.2 If any additional Site is enabled during any Accounting Period, additional Charges shall be calculated pro rata from the date from when that Site is enabled.
    • 1.2.3 Charges shall be paid as stated on the invoice.
    • 1.2.4 The Initial Period shall be 12 months from the Commencement Date. Unless terminated earlier in accordance with clause 21.1 or clause 21.3, the Contract shall continue for the Initial Period and automatically extend for a Renewal Period at the end of the Initial Period and at the end of each Renewal Period. Either party may give written notice to the other party, not later than 30 days before the end of the Initial Period or the relevant Renewal Period, to terminate the Contract at the end of the Initial Period or the relevant Renewal Period, as the case may be.
    • 1.2.5 The Renewal Period shall be 12 months.
  • 1.3Lettings – 12 month initial contract
    • 1.3.1 The Charges shall be calculated in advance on the basis of the number of Sites that will be authorised to receive the Services (wholly or in part) during each Accounting Period.
    • 1.3.2 If any additional Site is enabled during any Accounting Period, additional Charges shall be calculated pro rata from the date from when that Site is enabled.
    • 1.3.3 Charges shall be paid as stated on the invoice.
    • 1.3.4 The Initial Period shall be 12 months from the Commencement Date. Unless terminated earlier in accordance with clause 21.1 or clause 21.3, the Contract shall continue for the Initial Period and automatically extend for a Renewal Period at the end of the Initial Period and at the end of each Renewal Period. Either party may give written notice to the other party, not later than 30 days before the end of the Initial Period or the relevant Renewal Period, to terminate the Contract at the end of the Initial Period or the relevant Renewal Period, as the case may be.
    • 1.3.5 The Renewal Period shall be 12 months.
  • 1.4Sales & Lettings – 12 month initial contract
    • 1.4.1 The Charges shall be calculated in advance on the basis of the number of Sites that will be authorised to receive the Services (wholly or in part) during each Accounting Period.
    • 1.4.2 If any additional Site is enabled during any Accounting Period, additional Charges shall be calculated pro rata from the date from when that Site is enabled.
    • 1.4.3 Charges shall be paid as stated on the invoice.
    • 1.4.4 The Initial Period shall be 12 months from the Commencement Date. Unless terminated earlier in accordance with clause 21.1 or clause 21.3, the Contract shall continue for the Initial Period and automatically extend for a Renewal Period at the end of the Initial Period and at the end of each Renewal Period. Either party may give written notice to the other party, not later than 30 days before the end of the Initial Period or the relevant Renewal Period, to terminate the Contract at the end of the Initial Period or the relevant Renewal Period, as the case may be.
    • 1.4.5 The Renewal Period shall be 12 months.
  • 1.5Landlords & Developers – 12 month initial contract
    • 1.5.1 The Charges shall be calculated in advance on the basis of the fixed fee per Accounting Period stated in the contract.
    • 1.5.3 Charges shall be paid as stated on the invoice.
    • 1.5.4 The Initial Period shall be 12 months from the Commencement Date. Unless terminated earlier in accordance with clause 21.1 or clause 21.3, the Contract shall continue for the Initial Period and automatically extend for a Renewal Period at the end of the Initial Period and at the end of each Renewal Period. Either party may give written notice to the other party, not later than 30 days before the end of the Initial Period or the relevant Renewal Period, to terminate the Contract at the end of the Initial Period or the relevant Renewal Period, as the case may be.
    • 1.5.5 The Renewal Period shall be 12 months.
  • 1.6Surveyors – 12 month initial contract
    • 1.6.1 The Charges shall be calculated in advance on the basis of the number of End Users that will be authorised to receive the Services (wholly or in part) during each Accounting Period.
    • 1.6.2 If any additional End User is enabled during any Accounting Period, additional Charges shall be calculated pro rata from the date from when that Site is enabled.
    • 1.6.3 Charges shall be paid as stated on the invoice.
    • 1.6.4 The Initial Period shall be 12 months from the Commencement Date. Unless terminated earlier in accordance with clause 21.1 or clause 21.3, the Contract shall continue for the Initial Period and automatically extend for a Renewal Period at the end of the Initial Period and at the end of each Renewal Period. Either party may give written notice to the other party, not later than 30 days before the end of the Initial Period or the relevant Renewal Period, to terminate the Contract at the end of the Initial Period or the relevant Renewal Period, as the case may be.
    • 1.6.5 The Renewal Period shall be 12 months.
  • 1.7Sales – 1 month initial contract
    • 1.7.1 The Charges shall be calculated in advance on the basis of the number of Sites that will be authorised to receive the Services (wholly or in part) during each Accounting Period.
    • 1.7.2 If any additional Site is enabled during any Accounting Period, additional Charges shall be calculated pro rata from the date from when that Site is enabled.
    • 1.7.3 Charges shall be paid as stated on the invoice.
    • 1.7.4 The Initial Period shall be 1 month from the Commencement Date. Unless terminated earlier in accordance with clause 21.1 or clause 21.3, the Contract shall continue for the Initial Period and automatically extend for a Renewal Period at the end of the Initial Period and at the end of each Renewal Period. Either party may give written notice to the other party, not later than 30 days or one month, whichever is shorter, before the end of the Initial Period or the relevant Renewal Period, to terminate the Contract at the end of the Initial Period or the relevant Renewal Period, as the case may be.
    • 1.7.5 The Renewal Period shall be 1 month.
  • 1.8Lettings – 1 month initial contract
    • 1.8.1 The Charges shall be calculated in advance on the basis of the number of Sites that will be authorised to receive the Services (wholly or in part) during each Accounting Period.
    • 1.8.2 If any additional Site is enabled during any Accounting Period, additional Charges shall be calculated pro rata from the date from when that Site is enabled.
    • 1.8.3 Charges shall be paid as stated on the invoice.
    • 1.8.4 The Initial Period shall be 1 month from the Commencement Date. Unless terminated earlier in accordance with clause 21.1 or clause 21.3, the Contract shall continue for the Initial Period and automatically extend for a Renewal Period at the end of the Initial Period and at the end of each Renewal Period. Either party may give written notice to the other party, not later than 30 days or one month, whichever is shorter, before the end of the Initial Period or the relevant Renewal Period, to terminate the Contract at the end of the Initial Period or the relevant Renewal Period, as the case may be.
    • 1.8.5 The Renewal Period shall be 1 month.
  • 1.9Sales & Lettings – 1 month initial contract
    • 1.9.1 The Charges shall be calculated in advance on the basis of the number of Sites that will be authorised to receive the Services (wholly or in part) during each Accounting Period.
    • 1.9.2 If any additional Site is enabled during any Accounting Period, additional Charges shall be calculated pro rata from the date from when that Site is enabled.
    • 1.9.3 Charges shall be paid as stated on the invoice.
    • 1.9.4 The Initial Period shall be 1 month from the Commencement Date. Unless terminated earlier in accordance with clause 21.1 or clause 21.3, the Contract shall continue for the Initial Period and automatically extend for a Renewal Period at the end of the Initial Period and at the end of each Renewal Period. Either party may give written notice to the other party, not later than 30 days or one month, whichever is shorter, before the end of the Initial Period or the relevant Renewal Period, to terminate the Contract at the end of the Initial Period or the relevant Renewal Period, as the case may be.
    • 1.9.5 The Renewal Period shall be 1 month.
  • 1.10 Landlords & Developers – 1 month initial contract
    • 1.10.1 The Charges shall be calculated in advance on the basis of the fixed fee per Accounting Period stated in the contract.
    • 1.10.3 Charges shall be paid as stated on the invoice.
    • 1.10.4 The Initial Period shall be 1 months from the Commencement Date. Unless terminated earlier in accordance with clause 21.1 or clause 21.3, the Contract shall continue for the Initial Period and automatically extend for a Renewal Period at the end of the Initial Period and at the end of each Renewal Period. Either party may give written notice to the other party, not later than 30 days or one month, whichever is shorter, before the end of the Initial Period or the relevant Renewal Period, to terminate the Contract at the end of the Initial Period or the relevant Renewal Period, as the case may be.
    • 1.10.5 The Renewal Period shall be 1 month.
  • 1.11Sprift API
    • 1.11.1 The base Charge shall be calculated in advance on the basis of the API Tier that is specified in the Contract during each Accounting Period.
    • 1.11.2 If the number of API calls is exceeded in any Accounting Period, additional Charges shall be calculated based on contracted amount per call and invoiced in the following Accounting Period.
    • 1.11.3 Charges shall be paid as stated on the invoice.
    • 1.11.4 The Initial Period shall be 12 months from the Commencement Date. Unless terminated earlier in accordance with clause 21.1 or clause 21.3, the Contract shall continue for the Initial Period and automatically extend for a Renewal Period at the end of the Initial Period and at the end of each Renewal Period. Either party may give written notice to the other party, not later than 30 days before the end of the Initial Period or the relevant Renewal Period, to terminate the Contract at the end of the Initial Period or the relevant Renewal Period, as the case may be.
    • 1.11.5 The Renewal Period shall be 12 months.
  • 1.12Sprift Compliance API
    • 1.12.1 The Charges shall be calculated in advance on the basis of the number of Sites that will be authorised to receive the Services (wholly or in part) during each Accounting Period.
    • 1.12.2 If any additional Site is enabled during any Accounting Period, additional Charges shall be calculated pro rata from the date from when that Site is enabled.
    • 1.12.3 Charges shall be paid as stated on the invoice.
    • 1.12.4 The Initial Period shall be 12 months from the Commencement Date. Unless terminated earlier in accordance with clause 21.1 or clause 21.3, the Contract shall continue for the Initial Period and automatically extend for a Renewal Period at the end of the Initial Period and at the end of each Renewal Period. Either party may give written notice to the other party, not later than 30 days before the end of the Initial Period or the relevant Renewal Period, to terminate the Contract at the end of the Initial Period or the relevant Renewal Period, as the case may be.
    • 1.12.5 The Renewal Period shall be 12 months.
  • 1.13Data Provision – one-off
    • 1.13.1 The Charge shall be specified in the Contract.
    • 1.13.2 Charges shall be paid before the data is provided to the Customer.
    • 1.13.3 The Contract will be for provision of a single data set for one successful transmission of the data to the Customer.
  • 1.14Data Provision – 12 month initial contract
    • 1.14.1 The base Charge shall be specified in the Contract during each Accounting Period.
    • 1.14.2 Data set(s) shall be provided periodically as specified in the Contract.
    • 1.14.2 Charges shall be paid as stated on the invoice.
    • 1.14.3 The Initial Period shall be 12 months from the Commencement Date. Unless terminated earlier in accordance with clause 21.1 or clause 21.3, the Contract shall continue for the Initial Period and automatically extend for a Renewal Period at the end of the Initial Period and at the end of each Renewal Period. Either party may give written notice to the other party, not later than 30 days before the end of the Initial Period or the relevant Renewal Period, to terminate the Contract at the end of the Initial Period or the relevant Renewal Period, as the case may be.
    • 1.14.4 The Renewal Period shall be 12 months.
  • 1.15Printed Materials
    • 1.15.1 The Charge shall be calculated in advance based on:
      • (a) the length of the printed material;
      • (b) the chargeable content therein; and
      • (c) the number of licensed copies required.
    • 1.15.2 Payment shall be made by the Customer before the printed materials are provided.
    • 1.15.3 The Contract will be for provision of a single PDF copy of the printed material for one successful transmission of the material to the Customer.
  • 1.16Prospecting – 12 month initial contract
    • 1.16.1 The Base Charges shall be calculated in advance on the basis of the number of Sites that will be authorised to receive the Services (wholly or in part) during each Accounting Period.
    • 1.16.2 If any additional Site is enabled during any Accounting Period, additional Base Charges shall be calculated pro rata from the date from when that Site is enabled.
    • 1.16.3 Additional Charges shall be calculated based on the contracted amount per address selected and shall be paid directly to the third-party print service provider in accordance with their terms and conditions.
    • 1.16.3 Base Charges shall be paid as stated on the invoice.
    • 1.16.4 The Initial Period shall be 12 months from the Commencement Date. Unless terminated earlier in accordance with clause 21.1 or clause 21.3, the Contract shall continue for the Initial Period and automatically extend for a Renewal Period at the end of the Initial Period and at the end of each Renewal Period. Either party may give written notice to the other party, not later than 30 days before the end of the Initial Period or the relevant Renewal Period, to terminate the Contract at the end of the Initial Period or the relevant Renewal Period, as the case may be.
    • 1.16.5 The Renewal Period shall be 12 months.
  • 1.17Conveyancers
    • 1.17.1 The Charges shall be calculated in advance on the basis of the number of Sites that will be authorised to receive the Services (wholly or in part) during each Accounting Period.
    • 1.17.2 If any additional Site is enabled during any Accounting Period, additional Charges shall be calculated pro rata from the date from when that Site is enabled.
    • 1.17.3 Charges shall be paid as stated on the invoice.
    • 1.17.4 The Initial Period shall be 12 months from the Commencement Date. Unless terminated earlier in accordance with clause 21.1 or clause 21.3, the Contract shall continue for the Initial Period and automatically extend for a Renewal Period at the end of the Initial Period and at the end of each Renewal Period. Either party may give written notice to the other party, not later than 30 days before the end of the Initial Period or the relevant Renewal Period, to terminate the Contract at the end of the Initial Period or the relevant Renewal Period, as the case may be.
    • 1.17.5 The Renewal Period shall be 12 months.
  • 1.18Lettings Accelerator
    • 1.18.1 The Charges shall be calculated based on the number of addresses supplied and associated services.
    • 1.18.2 Charges shall be paid as stated on the invoice.
    • 1.18.3 The Contract will be for provision of one or more periodic data sets for one successful transmission of the data to the Customer and an agreed number of associated mailings.

Schedule 2
Customer User Restrictions

  • 1The Customer shall:
  • 1.1limit access to the Services to the Customer Users;
  • 1.2only make copies of the Data and the Materials to the extent reasonably necessary for the following purposes: back-up, mirroring (and similar availability enhancement techniques), security, disaster recovery and testing;
  • 1.3not use the Services for any purpose contrary to any law or regulation or any regulatory code, guidance or request;
  • 1.4not extract, reutilise, use, exploit, redistribute, redisseminate, copy or store the Data or the Materials for any purpose not expressly permitted by these Conditions;
  • 1.5not copy, modify, decompile, reverse engineer or create derivative works from the Software, except to the extent permitted by any applicable law; and
  • 1.6not do anything which may damage the reputation of Sprift, the Data or the Services, including by way of using the Data (wholly or in part) in any manner which is pornographic, racist or that incites religious hatred or violence.
  • 2Trade marks and Logos
  • 2.1The Customer shall only use Sprift’s trade marks and logos as expressly authorised in writing or in accordance with the Sprift Brand Guidelines.
  • 3Data provider requirements
  • 3.1The Customer shall comply with the following requirements imposed on Sprift by its partners and data providers.
  • 3.2Land Registry
    • 3.2.1 Land Registry data must not be used for any of the following purposes:
      • (a) to publish, commercially exploit, sell, license or distribute the whole or any part of the information as a standalone licensed product or service;
      • (b) to use lease information for the purposes of direct marketing including but not limited to contacting registered proprietors to offer goods or services or to make any other offers;
      • (c) for any purpose that is contrary to any law or regulation or any regulatory code.
  • 3.3Ordnance Survey
    • 3.3.1 Where the Data and Services include online Ordnance Survey copyright data you are granted a non-exclusive, non-transferable licence to use the Ordnance Survey data for the duration of the Session or as part of a Transaction.
    • 3.3.2 For such data, a Session means a period of time commencing when a Customer User accesses the data through Sprift Services and expiring as soon as the following occurs:
      • (a) the Customer User navigates away from or ceases to be connected to the Sprift Services; or
      • (b) 24 hours have passed since commencement.
    • 3.3.3 For such data, a transaction means either an address transaction accessing Royal Mail Postcode Address File data, a map tile transaction, displaying an Ordnance Survey map, or a WFS transaction which displays additional Ordnance Survey data on an Ordnance Survey map.
    • 3.3.4 Customer Users should use reasonable endeavours to ensure cached data is not stored for more than 24 hours after the end of any Session or Transaction. In particular, but not limited to, screenshots of the Services should not be captured.
  • 3.4Ordnance Survey Printed Materials
    • 3.4.1. Where the Data and Services include Ordnance Survey Printed Material which has been licensed on an individual basis as part of the Sprift Services, the Customer is granted a non-exclusive, non-transferable license to access the Printed Material (and any output thereof) for printing purposes only.
    • 3.4.2 The Customer is licensed up to and including a maximum number of printed copies of the Printed Material. This number shall be set when the Printed Material license is purchased through Sprift Services and notified to the Customer.
    • 3.4.3 If the Customer wishes to make additional copies of the Printed Material, it is their responsibility to make sure they are appropriately licensed to make such copies. Such licensing can be arranged through the Sprift Services.
    • 3.4.4 The Customer shall not manipulate, edit or extract the Ordnance Survey data reproduced within the Printed Material.
  • 3.5Royal Mail Postcode Address File
    • 3.5.1 Where the Data and Services include Royal Mail Postcode Address File data, the Customer is granted a limited, not-transferable right to access this data in the context of Sprift Services only.
    • 3.5.2 The Customer acknowledges that Royal Mail is the owner of the intellectual property rights in Postcode Address File data and it does not acquire and is not granted any rights to use those Intellectual Property Rights other than in the context of the Sprift Services.
    • 3.5.3 The Customer will not transfer, assign, sell or license Royal Mail data or their use to any other person
  • 3.6Historic England
    • 3.6.1 Any reuse of Historic England data must be accompanied by the following attribution statements to acknowledge the source of the information:
      • (a) © Historic England [year]. Contains Ordnance Survey data © Crown copyright and database right [year].
      • (b) The Historic England GIS Data contained in this material was obtained on [date]. The most publicly available up to date Historic England GIS Data can be obtained from HistoricEngland.org.uk

Schedule 3
Particulars of Processing Personal Data

  • 1.Subject matter of processing
  • 1.1The subject matter of processing of End User data by Sprift is the provision of the Sprift Services under these Conditions and the processing of End User data necessary for the provision of those Services.
  • 2.Duration of processing
  • 2.1At an identifiable level – for the duration of the Contract and for a period of 6 years thereafter as required for financial/payment purposes.
  • 3.Nature of processing
  • 3.1The collection, analysis, summarisation, storage, transferal, management, presentation, query and deletion of End User data.
  • 4.Purpose of processing
  • 4.1Performance of obligations under and administration of these Conditions.
  • 5.Types of personal data:
  • 5.1We do not collect specific personal data except for:
    • (a) Customer contact names
    • (b) End user contact names
    • (c) Customer addresses
    • (d) End user addresses
    • (e) Customer telephone numbers
    • (f) Customer email addresses
    • (g) End user telephone numbers
    • (h) End user email addresses
    • (i) Other information provided by Customer when using the services.
  • 6.Categories of Data Subject
    • (a) Customer company officers and employees
    • (b) End users
  • 7.Approved sub-processors of Sprift
    • Vsourz Limited – registered in England and Wales under registration number 5751212, registered office at 57, Parkfield Avenue, Middlesex, HA2 6NR.

Schedule 4
Complaint management procedure

  • 1About this procedure
  • 1.1 Sprift welcomes feedback from its customers.
  • 1.2 We want to make sure that:
    • 1.2.1.we hear people’s views and experiences of our services.
    • 1.2.2.we learn from complaints and use them to improve our services and ways of working.
    • 1.2.3.there are simple and effective ways for people to make a complaint.
    • 1.2.4.we deal with complaints fairly and consistently.
    • 1.2.5.people who send us a complaint get a full response within the agreed timescales (unless there is a valid reason as to why this is not possible).
    • 1.2.6.we encourage an open and transparent environment that people trust and engage with.
  • 1.3.It is considered that all complainants have the right to have their concerns examined in line with the relevant complaints procedure. In most cases, dealing with complaints will be a straightforward process.
  • 1.4.The time spent on dealing with all complaints should be proportionate to the nature of the complaint and consistent with the outcome that is being sought being realistic and achievable.
  • 1.5.We will manage the complaint in two stages:
    • 1.5.1.Stage 1 – Service response
    • 1.5.2.Stage 2 – Review
  • 2.Stage 1 – Service response
  • 2.1.When a customer raises an issue, we will check to see whether we should treat it as a complaint under this procedure.
  • 2.2.We will acknowledge receipt of the complaint by email, post or phone within three working days.
  • 2.3.We will provide a written response within 20 working days, but wherever possible, we aim to respond within 10 working days. If we are not able to do this, we can extend the timescale and we will let the customer know.
  • 2.4.Sprift aggregates data from hundreds of sources and as and while we endeavour to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, of the information.
    • 2.4.1. Where a complaint relates to data quality we will investigate and correct any errors found from Sprift processing. We are unable to rectify missing source data or errors in that as this is the responsibility of the supplying organisation.
    • 2.4.2. Where Sprift has accurately represented the third party data then we will advise the person making the complaint of the appropriate organisation to raise the issue with. No further action will be taken by Sprift in such cases.
  • 3. Stage 2 – Review
  • 3.1. If the customer is not satisfied with the outcome at stage 1, they can ask for an independent review of their complaint. This will be carried out by our Director of Operations who will independently review the stage 1 response and provide a response to the stage 2 complaint.
  • 3.2. The customer should provide full details in writing of which parts of the complaint remain unresolved.
  • 3.3. Once we receive the request, we will consider whether a Stage 2 review is appropriate. We will write to the customer within 5 working days to tell them how we are going to proceed.
  • 3.4. We will aim to provide a written response within 20 working days. If we are not able to do this, we will let the customer know and give a new timescale.
  • 4. Vexatious and persistent complaints
  • 4.1. The management of abusive, persistent and/or vexatious complainants will be treated consistently, honestly and proportionately while ensuring that other service users, staff and Sprift as a whole suffer no detriment.
  • 4.2. Unreasonable and unreasonably persistent complainants are those complainants who, because of the nature or frequency of their contacts with Sprift, hinder Sprift’s consideration of their, or other people’s, complaints
  • 4.3. Vexatious complaints could include physical or verbal abuse as well as the following (this list is not exhaustive):
    • 4.3.1.Speaking to a member of Sprift staff in a derogatory manner which causes offence.
    • 4.3.2.Swearing, either verbally or in writing despite being asked to refrain from using such language.
    • 4.3.3.Using threatening language towards Sprift staff which provokes fear.
    • 4.3.4.Repeatedly contacting a member of staff regarding the same matter which has already been addressed.
  • 4.4.Examples of actions Sprift may take in response to vexatious and persistent complaints
    • 4.4.1. Where the complainant tries to reopen an issue that has already been considered through the Sprift complaints procedures, they will be informed in writing that the procedure has been exhausted and that the matter is now closed
    • 4.4.2. Where a decision on the complaint has been made, the complainant should be informed that future correspondence will be read and placed on file, but not acknowledged, unless it contains important new information
    • 4.4.3. Limiting the complainant to one type of contact (e.g. telephone, letter, email, etc.)
    • 4.4.4. Placing limits on the number and duration of contacts with staff per week or month
    • 4.4.5.Requiring contact to take place with a named member of staff and informing the complainant that if they do not keep to these arrangements, any further correspondence that does not highlight any significantly new matters will not necessarily be acknowledged and responded to, but will be kept on file
    • 4.4.6.Offering a restricted time slot for necessary calls to specified dates and times