Terms of service

Effective date: 12th December 2022

1. About Us
   1. Company details. Sprintbase Limited (company number 12123767) (“us”, “we”, or “our”) is a company registered in England and Wales and our registered office is at Studio 34 Riverside Building, 55 Trinity Buoy Wharf, London, England, E14 0FP. We operate the website https://sprintbase.online
   2. Contacting us. To contact us, email us at support@sprintbase.io. Details of how to give us formal notice of any matter under the Contract are set out in clause 18.2
2. Our contract with you
   1. These terms and conditions (“Terms”) apply to the order by you of Services (as defined in clause 3.1). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. Please read the Contract carefully. You must immediately stop using the Services if: (a) you do not agree to be bound by the Contract, (b) you cannot comply at all times with all terms of the Contract, or (c) any provision of the Contract is not enforceable under the laws that apply to you.
3. Placing an order and its acceptance
   1. Placing your order. Please follow the onscreen prompts to place your order. You may only submit an order using the method set out on the Site. Each order is an offer by you to buy the services specified in the order (“Services”) subject to these Terms.
   2. Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
   3. Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.4.
   4. Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (“Order Confirmation”), at which point and on which date (“Commencement Date”) the contract between you and us will come into existence (“Contract”). The Contract will relate only to those Services confirmed in the Order Confirmation.
   5. If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.
4. Canceling your order and obtaining a refund
   1. Subject to clause 4.4, you may cancel the Contract and receive a refund if you notify us as set out in 4.2 within fourteen (14) days of your receipt of the Order Confirmation.
   2. To cancel the Contract, you must email us at support@sprintbase.io. Please include details of your order to help us to identify it. If you send us your cancellation notice by email, then your cancellation is effective from the date we receive the email.
   3. If you cancel the Contract, we will refund you in full for the price you paid for the Services, by the method you used for payment. We may deduct from any refund an amount for the supply of the Services provided for the period up to the time when you gave notice of cancellation in accordance with 4.2.
   4. We reserve the right to refuse your cancellation of the Contract if you have canceled any Contract with us twice in the last twelve (12) months or we reasonably believe that you are acting fraudulently.
5. Your obligations
   1. It is your responsibility to ensure that:
      1. the terms of your order are complete and accurate;
      2. you cooperate with us in all matters relating to the Services; and
      3. you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects.
   2. If our ability to perform the Services is prevented or delayed by any failure by you to fulfill any obligation listed in 5.1 (“Your Default”):
      1. we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under 16 (Suspension and termination);
      2. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
      3. it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
   3. You shall not:
      1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means;
      2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services;
      3. access all or any part of the Services in order to build a product or service which competes with the Services;
      4. use the Services and/or Documentation to provide services to third parties except the Authorized Users; or
      5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorized Users; or
      6. attempt to obtain, or assist third parties in obtaining, unauthorized access to the Services.
6. Account security
   1. You are fully responsible for all activities that occur under or in connection with your account.
   2. You must treat all information related to the security of your account, such as your password or any other information, as confidential. You must not disclose it to any third party.
   3. You must immediately notify us if you know or suspect that any third party knows or has access to your account login credentials, if you become aware of, or have reason to suspect any unauthorized use of your account, or if you become aware of, or have reason to suspect any other breaches of security related to the Services.
7. Charges
   1. In consideration of us providing the Services you shall pay the charges (“Charges”) in accordance with this 7.
   2. The Charges are the prices quoted on our Site for the Services at the time you submit your order. Our Charges are inclusive of VAT.
   3. If you wish to change the scope of the Services after we accept your order, and we agree to such change (at our sole option and discretion), we will modify the Charges accordingly.
   4. We reserve the right to increase the Charges on an annual basis.
   5. Subject to clauses 3.5 and 4.1, all Charges are non-refundable
   6. If you have paid for the Services via a purchase order and invoice and you fail to make a payment under the Contract by the due date, then, without limiting our remedies under 16 (Suspension and termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this 7.6 will accrue each day at 2% a year above the Bank of England’s base rate from time to time.
   7. If you have paid for the Services via a debit card or credit card and your payment fails, you will have five (5) days to update your payment details and re-attempt to make payment, otherwise you will lose your account and we will cancel the Contract.
8. How to pay
   1. Payment for the Services is in advance. We will take your first payment upon acceptance of your order and will take subsequent payments either: monthly, or annually in advance, depending on the subscription duration you have selected.
   2. You can pay for the Services by purchase order and invoice. If a purchase order number is required in order for an invoice to be paid, then you must provide such purchase order number to us by emailing accounts@sprintbase.io.
   3. You can pay for the Services using a debit card or credit card. Payment is taken and tracked using Stripe; their privacy policy can be found here: https://stripe.com/en-gb/privacy
9. Intellectual property rights
   1. Subject to your compliance at all times with the Contract, we grant you a personal, worldwide, limited non-exclusive, non-transferable, non-sublicensable, revocable license during the term of the Contract to use the Services.
   2. All intellectual property rights in or arising out of or in connection with the Services will be owned by us (or our licensors). Except as expressly stated in clause 9.1, we do not grant you any rights to or in the Services.
10. Your Data
    1. You may provide data to us (not including personal information, which is covered at clause 11 below) through your use of the Services or so that we can provide the Services (“Your Data”). You shall grant us a worldwide, royalty-free, non-exclusive license during the term of the Contract to use Your Data to the extent necessary to provide the Services.
    2. You shall own all right title and interest in and to Your Data. You shall remain responsible for the legality, reliability, integrity and quality of Your Data and you represent and warrant that you have all necessary rights to grant us the license to use Your Data as set out in clause 10.1 above.
11. Personal information
    1. We will process your personal information in accordance with our Privacy Policy, the terms of which are incorporated into this Contract.
12. Warranty disclaimer
    1. We will provide the Services using reasonable care and skill and in accordance with any specification provided by us. To the maximum extent permitted by law, we: (i) disclaim any express implied or statutory warranties of any kind, including, without limitation, warranties of merchantability, fitness for a particular purpose, quiet enjoyment and non-infringement, and any warranties arising out of course of dealing or usage of trade; (ii) do not make any warranty that the Site or the Services will be error free or that access thereto will be continuous, secure, or uninterrupted; (iii) do not warrant that the Site or Services are free of malware or other harmful components; and (iv) we make no representation regarding, nor do we warrant or assume any responsibility for, any third-party services, or any hyperlinked website, and we are not responsible for any transactions between you and any third-party providers of the foregoing.
13. Indemnity
    1. You shall indemnify and keep us fully indemnified on demand from and against all liabilities, costs, expenses, damages and losses, legal costs (calculated on a full indemnity basis) and all other reasonable professional costs (including costs of defense of claims, suits or proceedings brought by third parties) and expenses suffered or incurred by us arising out of or in connection with infringement of any third-party rights by our use of Your Data in accordance with the Contract.
14. Limitation of liability
    1. Nothing in the Contract limits or excludes liability for:
       1. death or personal injury caused by negligence;
       2. fraud or fraudulent misrepresentation; or
       3. anything that cannot be limited or excluded by applicable law.
    2. Subject to 14.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for any: (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of use or corruption of software, data or information; (v) loss of or damage to goodwill; or (vi) any indirect, special, punitive, incidental or consequential loss.
    3. Subject to 14.1 and 14.2, our total aggregate liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Charges paid under the Contract during the twelve (12) months prior to the date on which the liability arose.
    4. Our Site or Services may contain links to third-party websites or services that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that we shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services. We strongly advise you to read the terms of service and privacy policies of any third-party websites or services that you visit.
    5. This 14 will survive termination of the Contract.
15. Confidentiality
    1. We each undertake that we will not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by 14.2.
    2. We each may disclose the other’s confidential information:
       1. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this 14; and
       2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority, provided that provided that the recipient will: (i) only make disclosures to the extent strictly required to comply with such request; (ii) use its best efforts to minimize the extent of the disclosure; and (iii) if permitted by law, advise the discloser promptly of any such requirement and cooperate, at the discloser’s expense, in responding to it.
    3. Each party’s confidentiality obligations will not apply to information: (i) already known to it at the time of disclosure without restrictions on disclosure; (ii) in the public domain or publicly available other than as a result of a breach of the Contract; (iii) provided to it by a third party who is under no such obligation of confidentiality; or (iv) independently developed by it without using the confidential information.
    4. Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
16. Suspension and termination
    1. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
       1. you commit a breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within thirty (30) days of you being notified in writing to do so;
       2. you fail to pay any amount due under the Contract on the due date for payment;
       3. we believe your use of the Services may be fraudulent;
       4. we believe it is necessary to comply with applicable law.
    2. We may suspend, withdraw, discontinue all or any part of the Services for business and operational reasons, including for upgrades or maintenance. We shall use commercially reasonable efforts to provide advance notice of any material suspension, withdrawal or discontinuance.
    3. You may terminate the Contract at any time by emailing us at support@sprintbase.io.
    4. On termination of the Contract, you shall immediately cease all use of and access to the Services.
    5. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
17. Renewals
    1. If you have subscribed for Services via a paid subscription, the following shall apply:
       1. Upon expiration of the current subscription term, unless terminated earlier in accordance with clause 16, the subscription will automatically renew for another term of a period equal to the then-current term. You will provide any notice of non-renewal through the means we designate, which may include account settings or contacting our support team. Terminating your subscription means that you will not be charged for the next billing cycle, but you will not receive any refunds or credits for amounts that have already been charged.
       2. At any point during your subscription term, you may increase the number of licenses you require. Additional licenses will be charged immediately at a prorated amount for the remainder of the subscription term, in accordance with the prices quoted on our Site and can be used as soon as payment has been received by us.
       3. At any point during your subscription term, you may reduce the number of licenses you require; however, such reduction will only take effect at the beginning of the next subscription term.
       4. A terminated subscription may be re-started prior to expiry of the relevant subscription term without incurring any charge or break in receipt of the Services.
    2. If you have subscribed to the Services via a purchase order or a third-party vendor, there shall be no automatic renewal. If you have purchased a studio license, your access to the system will be removed upon expiry that license. If you wish to extend your access, please contact our support team.
18. Communications between us
    1. When we refer to “in writing” in these Terms, this includes email.
    2. Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first-class post or other next working day delivery service, or email.
    3. A notice or other communication is deemed to have been received:
       1. if delivered personally, on signature of a delivery receipt;
       2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
       3. if sent by email, at 9.00 am the next working day after transmission.
19. Complaints
    1. If a problem arises or you are dissatisfied with the Services, please contact us by email at contact@sprintbase.io.
20. General
    1. Assignment and transfer
       1. We may assign or transfer our rights and obligations under the Contract to another entity.
       2. You may only assign or transfer your rights or your obligations under the Contract to another person or entity if we agree in writing.
    2. Force majeure. We shall have no liability to you under the Contract if we are prevented from, limited from or delayed in performing our obligations under the Contract, or from carrying on our business, through acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, communicable disease, epidemic or pandemic, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors. We shall use our reasonable endeavors to notify you of such an event and its expected duration.
    3. Changes. We may make changes to the Contract (including any additional terms and conditions or policies incorporated by reference) from time to time. We will notify you of any changes to the Contract by referencing the changes as part of the Sprintbase release notes. Your use of the Services following any changes to the Contract will constitute your acceptance of such changes. If you do not wish to continue using the Services under the updated terms, you may terminate your account within fourteen (14) days following any changes to the Contract by contacting us. The effective date set forth at the top of this document indicates when the Contract was last changed.
    4. Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
    5. Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
    6. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
    7. Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
    8. Governing law and jurisdiction. The Contract (including all non-contractual obligations arising from it) is governed in accordance with the law of English and Wales and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the courts of England and Wales.