Thank you for your interest in Terms of Service (these “Terms”). These Terms constitute a legal agreement between you and Surparse Ltd governing the use of Surparse our SaaS and its underlying functions through our online Portal.
1. ABOUT US
1.1. We are Surparse Ltd of White Building Studios, 1-4 Cumberland Place, Southampton, Hampshire, SO15 2NP, UK (“Surparse Ltd”, “we”, “us”, or “our”).
1.2. We operate www.surparse.com (our “website”) and Surparse our SaaS solution (our “SaaS”) and its underlying functions (including the by you chosen additional plugins) through our online Portal (our “Portal”) or otherwise and make them accessible to you depending on your selected plan (our “Services”).
1.3. To contact us, please email us at support@surparse.com or write to us at the above address.
1.4. The following also apply to these Terms and form an integral part of these Terms:
1.4.1. Our Privacy Policy, and
1.4.2. Our Cookie Policy,
1.5. These Terms were last updated on Saturday, 20th of April, 2024, and are the current and valid version.
2. GENERAL TERMS
2.1. We licence use of our Services to you on the basis of these Terms.We do not sell our Services to you, and we remain the owner of our Services at all times.
2.2. The provisions set out in these Terms govern your access to and your use of our Services and shall constitute a legally binding agreement between you and us.
2.3. We may change such terms from time to time and shall notify you accordingly if we do. If you do not agree to such terms, you must not use our Services.
2.4. Subject to you agreeing to abide by these Terms, we hereby grant to you a revocable, non-exclusive and non-transferable licence to use our Services on these Terms.
2.5. We reserve the right to, without any notice, explanation or liability and in our sole discretion, refuse to allow you or suspend your access to our Portal or your Account at any time, or remove or edit content (including content submitted by you) on our Portal and Services or on any of our affiliated websites (including social media pages).
2.6. We reserve the right to change, modify, suspend or discontinue any portion of the Services, our Portal or any other products, affiliated websites (including social media pages) and/or other software provided by us in connection with any of the foregoing at any time.
2.7. You agree that access to or operation of any of the foregoing may from time to time be interrupted or encounter technical difficulties.
3. YOUR ACCOUNT
3.1. By registering for an Account, which involves providing us with certain mandatory and voluntary information as required for a successful registration and using our Portal, you agree and acknowledge that:
3.1.1. you are at least 18 years of age and not a minor in your country of residence;
3.1.2. you have read the terms set out in these Terms and agree to be bound by and comply with them; and
3.1.3. you shall ensure that all Users of your Account abide by these Terms.
3.2. You are responsible for maintaining the confidentiality of your Account and you are responsible for all activities that occur under your Account. You agree that all actions carried out by any person through your Account shall be deemed to be an act carried out by you, and you shall ensure that all persons who have access to and use your Account are authorised to do so. We are not responsible for any loss, damage or liabilities arising as a result of or in connection with the wrongful, fraudulent or illegal use of your Account.
4. LICENSE
4.1. Subject to your payment obligations, we grant you, unless specifically agreed in writing, a personal, non-exclusive, non-assignable and non- transferable right to access and to use the Service within the limits determined by the plan chosen by you.
4.2. The licence is granted for the sole and exclusive purpose of enabling you to use the Service for your internal business purposes and distribution only within one branch of your business to the exclusion of any other purpose.
4.3. The right of use shall mean the right to represent and implement the Service in accordance with its intended purpose, in Software as a Service (SaaS) mode via a connection to an electronic communications network Portal.
4.4. If this Agreement is for a trial, evaluation, or beta licence, the licences granted will terminate upon the expiration or cancellation of the trial, beta, or evaluation period as set out at the time of sign up, or when the Services are no longer available. You may use the Services only for the duration of the trial or evaluation period. All such licences are limited to one per Client per promotion or beta test.
5. AVAILABILITY
5.1. Although we will try to provide continuous access to the Service, we cannot and do not guarantee that our Services will be available 95% of the time and will not be liable in the event our Services are unavailable.
5.2. You acknowledge that availability of our Services depends further on your compliance with your usage allowances as per your selected plan and scheduled and emergency maintenance periods. We undertake to notify you of scheduled and unscheduled outages that are expected to take more than four (4) hours.
6. SUBSCRIPTION
6.1. We provide paid plan access (“Paid Services”) on a per account basis.
6.2. The Paid Services require payment of subscription fees before you can access or use them (“Fees”). These Fees will be notified to you through our Portal.
6.3. If you purchase a recurring subscription from us, the subscription period for your Account shall be renewed automatically at the expiry of each subscription period, until terminated successfully through our Portal. By purchasing the recurring subscription, you authorise us or our related corporations to automatically charge the Fees:
6.3.1. upon the commencement of your first subscription period, upon expiration of any applicable trial period or at a date otherwise indicated by us; and
6.3.2. on the renewal date of the subscription period thereafter, without any further action by you.
6.4. Any Fees due in relation to your Account must be paid by their due date for payment, as notified to you through our Portal or otherwise. Failure to make timely payment of the Fees may result in the suspension or termination of your access to your Account and/or our Portal or any of the Services.
6.5. Our Fees may be amended from time to time at our discretion. We will provide you reasonably advance written notice of any amendment of recurring Fees. Your continued use of a recurring subscription will constitute acceptance of the amended Fees.
6.6. You shall be responsible for any applicable taxes (including any goods and Services tax) under these Terms.
6.7. All payments shall be made by using the payment methods specified by us from time to time. You acknowledge and agree that you are subject to the applicable user agreement of any third party payment methods. We shall not be liable for any failure, disruption or error in connection with your chosen payment method. We reserve the right at any time to modify or discontinue, temporarily or permanently, any payment method without notice to you or giving any reason.
6.8. We must receive payment in full no later than the day on which such payment is required to be paid in immediately available and freely transferable funds, without any restriction, condition, withholding, deduction, set-off or counterclaim whatsoever.
6.9. Unless you have contacted us in writing to cancel your subscription within 7-days from the system ready email is sent or otherwise notified in writing by us, termination of your Account for any reason whatsoever shall not entitle you to any refund of the Fees. If you cancel your subscription, you may continue to access your Account until the expiry of the subscription period in which the cancellation occurred.
7. REFUND POLICY
7.1. We provide digital services, the following apply:
7.1.1. All Sales Are Final. We do not offer refunds under any circumstances.
7.1.2. No Returns or Exchanges. As we provide a digital service, so returns and exchanges do not apply. We do not offer any kind of returns or exchanges.
7.2. In the unlikely event that you are experiencing or have experienced a technical error, please contact us with details and images of your experience so we can investigate the error and determine if a refund is owed to you. You must submit your request in writing within 7 days of the purchase date. (Requests should be sent using support@surparse.com and include your name, contact information, and a detailed explanation of your reasons for requesting a refund.
8. END OF LIFE
We reserve the right to End-Of-Life (EOL) the Service at our sole discretion and shall provide 3 months notification of such EOL event. If you prepaid Fees for a service which is subject to EOL, we will use commercially reasonable efforts to a) transition you to a substantially similar Service or b) upon our express written agreement, ensure the Service availability, without uptime guarantee or test bug fixes, patches, or enhancements to the Services.
9. SERVICE LEVELS AND SUPPORT
9.1. During the Subscription Term, we shall render all commercially reasonable efforts to provide technical support to assist you in using our Portal and the Services. The total amount of technical support provided by us shall be governed under the fair use principle.
9.2. We have no obligation to provide any support:
9.2.1. for anything other than our Services;
9.2.2. if you or a third party has altered or modified any portion of the Services;
9.2.3. if you have not used the Services in accordance with the documentation or instructions provided by us;
9.2.4. to anyone other than you.
9.3. The response time for contacts concerning technical support made by you will not exceed 72 hours. If the response time exceeds 72 hours, we will present you with a technical justification and define a new deadline for carrying out and completing the support service.
10. PROPRIETARY RIGHTS
10.1. You acknowledge and agree that we own all intellectual property rights in our Services. Except as expressly stated herein, this agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of our Services.
10.2. You confirm that you have all the rights in relation to our Services that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms.
11. UPLOADING CONTENT
11.1. You irrevocably and unconditionally represent and warrant that any of your content uploaded to our Portal complies with the UK’s Data Protection Act (“DPA”) and the EU’s General Data Protection Regulation (“GDPR”) and any other applicable laws.
11.2. You are fully responsible for your content uploaded to our Services. We will not be responsible, or liable to any third party, for:
11.2.1. the content or accuracy of any content or data uploaded or produced by you using the Services; or
11.2.2. the loss of any content or data uploaded or produced by you using the Services. You should keep a record of all such content and data.
11.3. We will only use the content uploaded by you for the purposes of carrying out the Services, carrying out our obligations in this Agreement and any other purpose expressly set out in this Agreement or otherwise agreed between us. We will not otherwise disclose or distribute the content or data uploaded or produced by you using the Services, save for when required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.4. We may use the content or data uploaded or produced by you using the Services for the purpose of data analytics or to further develop our Services or machine learning. Any such content shall be anonymised and used only for the purposes of improving the Services and our response to users of our Portal.
11.5. We have the right to disclose your identity to any third party claiming that any content or data uploaded or produced by you to our Services constitutes a violation of their rights under applicable law.
12. SERVICE DATA
12.1. If you wish to use Surparse and its features, we process the data you provide (depending on how you are using Surparse) which may include Personal Data, and Special Category Data or non-personal data of you, your employees and your clients or service users that you make available to us (“Service Data”).
12.2. You shall own all rights, title and interest in and to all of your Service Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of your Service Data.
12.3. If we process any of your Service Data on your behalf when performing our obligations under this agreement, the parties record their intention that you shall be the data controller and we shall be a data processor and in any such case:
12.3.1. you acknowledge and agree that your Service Data may be transferred or stored outside the USA or the country where you and the Users are located in order to carry out the Services and our other obligations under this agreement.
12.3.2. you shall ensure that you are entitled to transfer your Service Data to us so that we may lawfully use, process and transfer the personal data in accordance with this agreement on your behalf;
12.3.3. You shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
12.3.4. We shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by you from time to time; and
12.3.5. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
13. PROHIBITED USES
13.1. You may use our Services only for lawful purposes. You may not use our Services:
13.1.1. in any way that breaches any applicable local or international laws or regulations;
13.1.2. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
13.1.3. to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards as set out in our prevailing terms and conditions as amended from time to time; and
13.1.4. to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
13.2. You also agree:
13.2.1. not to reproduce, duplicate, copy or re-sell any part of our Services in contravention of the provisions of our Terms; and
13.2.2. not to access without authority, interfere with, damage or disrupt:
13.2.3. any part of our Services;
13.2.4. any equipment or network on which our Portal and Service is stored;
13.2.5. any software used in the provision of our Services; or
13.2.6. any equipment or network or software owned or used by any third party.
14. INTELLECTUAL PROPERTY RIGHTS
14.1. You acknowledge that all intellectual property rights in our Services anywhere in the world belong to us, that rights in our Services are licensed (not sold) to you, and that you have no rights in, or to, our Services other than the right to use them in accordance with these Terms.
14.2. Any intellectual property rights in content uploaded by you to our Services shall continue to belong to you or their respective owners. You agree that you grant us a royalty-free and non-exclusive licence to use, reproduce, publish and display such intellectual property rights for the purposes of performing the Services, promotional purposes, internal administrative purposes and any other purposes set out in these Terms, including for the purpose of improving the Services and our responses to users of our Portal.
14.3. You acknowledge that you have no right to have access to our Services in source code form.
15. WARRANTIES
15.1. While we make all efforts to maintain the accuracy of the information on our Portal, we provide the Services, website and all related content on an “as is” and “as available” basis, unless otherwise specified in writing. We make no representations or warranties of any kind, express or implied, as to the operation of any of the foregoing, unless otherwise specified in writing.
15.2. Surparse Ltd makes no representations about the suitability, reliability, timeliness, comprehensiveness and accuracy of the Services and on our Portal.
15.3. Surparse Ltd cannot guarantee that the information and content and the provision of the content of our Services and on our Portal will always be correct or fault, error and virus free.
15.4. Surparse Ltd does not accept liability for incorrect content or errors and omissions in Services and on our Portal or its content (whether of legal, typographical, technical, or other nature).
15.5. To the full extent permissible by law, we disclaim all warranties, express or implied, relating to our Portal or any Services, including but not limited to implied warranties of merchantability and fitness for a particular purpose. We do not warrant that the Services, our Portal, the related content, or electronic communications sent by us are free of viruses or other harmful components.
16. LIMITATION OF LIABILITY
16.1. We are not liable for the completeness, accuracy or correctness of any information and any related content in our Services and on our Portal. You expressly agree that your use of the Services and our Portal, including reliance on any content and information, is at your sole risk.
16.2. You agree not to use the Services, our Portal and the related content for any resale purposes, and we have no liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms (including but not limited to the use of, or inability to use, the Services, our Portal or any other website or software) for:
16.2.1. loss of profits, sales, business, or revenue;
16.2.2. business interruption;
16.2.3. loss of anticipated savings;
16.2.4. loss or corruption of data or information;
16.2.5. loss of business opportunity, goodwill or reputation; or
16.2.6. any other indirect or consequential loss or damage.
16.3. Nothing in these Terms shall limit or exclude our liability for:
16.3.1. death or personal injury resulting from our negligence;
16.3.2. fraud; and/or
16.3.3. any other matter in respect of which we are prohibited under applicable law from limiting or excluding our liability.
16.4. Our Portal is not intended to serve a record-keeping function and we shall not be liable for any loss of data or content.
16.5. These Terms set out the full extent of our obligations and liabilities in respect of the supply of the Services and our Portal. Except as expressly stated in these Terms, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Services and our Portal which might otherwise be implied into, or incorporated in, these Terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
17. INDEMNITY
You agree to indemnify and hold us, and our respective directors, officers, employees, agents and representatives, independent contractors, licensees, successors and assigns harmless from and against all claims, losses, expenses, damages and costs (including but not limited to direct, incidental, consequential, exemplary and indirect damages), and reasonable legal fees, resulting from or arising out of your act, default or omission, whether in your use of our Portal, Services, and/or any websites or software in relation thereto or otherwise, and whether in respect of your breach of these Terms (including our Privacy Policy) or any laws or regulations or otherwise.
18. BINDING ARBITRATION
18.1. If we are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration.
18.2. The arbitration shall be commenced and conducted under the Arbitration Act 1996.
18.3. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either Party.
18.4. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by applicable law.
19. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
19.1. Visiting the website, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the website, satisfy any legal requirement that such communication be in writing.
19.2. You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the website. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
20. FORCE MAJEURE
We shall have no liability to you under this agreement if we are prevented from or delayed in performing our obligations under this agreement, or from carrying on our business, by 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 telecommunications network, act of God, war, riot, civil commotion, malicious damage, 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 subcontractors and will notify you of such an event and its expected duration as soon as reasonably possible.
21. OTHER IMPORTANT TERMS
21.1. We may transfer our rights and obligations under these Terms to another organisation, but this will not affect your rights or obligations under these Terms.
21.2. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
21.3. No joint venture, partnership or agency or employment relationship has arisen by reason of these Terms.
21.4. These Terms and any document expressly referred to in it constitutes the entire agreement between us regarding their subject matter, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to that subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms or any document expressly referred to in it.
21.5. If we fail to insist that you perform any of your obligations under these Terms, 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 and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
21.6. Each of the conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
21.7. These Terms, its subject matter and its formation, and any other disputes or claims in connection therewith, are governed by the laws of England and Wales.
