Sprouto Terms Of Business

These Terms of Business ("Terms") apply to services supplied by SPROUTO LTD, a company registered in England and Wales under company number 09297043, whose registered office is at 82 King Street, Manchester, M2 4WQ, United Kingdom ("Sprouto", "we", "us" or "our").

The organisation purchasing or receiving the Services is referred to as the "Client", "you" or "your".

These Terms are intended for business customers contracting in the course of their business and are not intended to govern consumer transactions.

These Terms apply to business-to-business services supplied by Sprouto, including, where agreed:

• Software and application design, development, implementation, testing and maintenance.
• Artificial intelligence, machine learning, automation and AI integration services.
• Technical consultancy, product development, research and development, and engineering services.
• Cloud infrastructure, systems integration, deployment and technical support.
• Software subscriptions, managed services and ongoing support, where expressly included in the relevant agreement.
• Statements of work, proposals and other services agreed in writing between the parties.

A separate agreement or product-specific terms may apply to a particular service. Where these Terms are intended to apply, the relevant Statement of Work or order must identify them or otherwise incorporate them into the parties' agreement.

The agreed services, deliverables, milestones, fees and any project-specific requirements will be documented in a statement of work, order form, proposal or other written agreement accepted by both parties (a "Statement of Work" or "SOW").

Each SOW forms part of the contract between Sprouto and the Client (the "Contract").

If documents conflict, the following order of precedence applies:

• A later written amendment signed or expressly accepted by both parties.
• The applicable SOW, but only in relation to matters that it expressly varies or supplements.
• Any applicable Data Processing Agreement, for matters concerning the processing of personal data.
• These Terms.
• Other project documentation expressly incorporated into the Contract.

A purchase order or similar document issued by the Client does not amend these Terms merely because it contains additional or different wording. Any variation must be expressly agreed by both parties in writing.

A Contract is formed when both parties sign the relevant SOW or agreement, or when the parties otherwise expressly accept the applicable commercial terms in writing and agree to proceed.

An estimate, proposal, demonstration, preliminary scope or indicative price does not constitute a binding commitment to deliver a project unless it is expressly identified as a binding offer and accepted accordingly.

Sprouto will provide the Services described in the relevant SOW. Work outside that scope, including additional features, integrations, revisions, environments or deliverables, requires an agreed change request or additional SOW.

Any description of Services on Sprouto's website, in marketing materials or in an initial discussion is illustrative unless expressly incorporated into the Contract.

Either party may request a change to the Services.

Before implementing a change that affects scope, Fees, resources, dependencies or delivery dates, the parties will agree in writing on the change and any resulting adjustments.

Sprouto is not required to begin additional work until the change has been agreed. If the Client requests urgent work before the formal documentation is completed, any interim authorisation and applicable commercial terms must be confirmed in writing.

Any timelines, forecasts, resource estimates or milestones are based on the assumptions and dependencies stated in the SOW.

Unless expressly agreed as a binding commitment, delivery dates are estimates. Dates may change where there are changes to scope, delays in receiving Client Materials or approvals, third-party dependencies or circumstances outside Sprouto's reasonable control.

Sprouto will notify the Client of material anticipated delays and their expected effect on the project.

The Client will provide, in a timely manner, the information, materials, access, decisions, approvals and cooperation reasonably needed for Sprouto to perform the Services.

The Client is responsible for ensuring that its instructions and requirements are sufficiently complete and accurate for the agreed work.

The Client warrants that it has the necessary rights, permissions, licences and authority to provide the Client Materials and to permit Sprouto to use them for the purposes of the Contract.

The Client must not instruct Sprouto to use material, access systems or process information unlawfully or in breach of another person's rights.

If the Client fails to provide information, approvals, access or other required cooperation, Sprouto may adjust delivery dates, resource allocations and Fees to reflect the resulting additional work or delay, subject to reasonable notice and any applicable change-control requirements.

Sprouto is not responsible for delay or non-performance to the extent caused by the Client's failure to meet its agreed responsibilities.

Unless expressly included in the Services, the Client remains responsible for its business decisions, regulatory obligations, operating environment, production systems, data backups, user permissions and the suitability of the Deliverables for its intended use.

The Client should maintain appropriate backups and business-continuity arrangements before implementing material changes to production systems.

Sprouto will provide the Deliverables through the agreed delivery method and in accordance with the relevant SOW.

Where an SOW specifies acceptance tests, review periods or objective acceptance criteria, those provisions will govern the acceptance process.

The Client will review Deliverables within the period specified in the SOW and notify Sprouto of any material failure to meet the agreed acceptance criteria, providing sufficient details to allow the issue to be investigated.

Where a Deliverable does not meet the agreed criteria, Sprouto will use reasonable efforts to correct the identified non-conformity within a reasonable period, subject to the Contract.

The parties may agree a revised delivery or acceptance plan where the issue requires substantial additional work or where the original requirements have changed.

Changes, new requirements, enhancements and support requested after acceptance are outside the original scope unless included in the SOW. They may be charged separately.

Acceptance does not remove rights or remedies that cannot lawfully be excluded.

The Client will pay the Fees specified in the relevant SOW.

Depending on the agreed pricing model, Fees may be calculated on a fixed-price, time-and-materials, milestone, subscription or other agreed basis.

Unless the SOW states otherwise, the Fees exclude VAT and other applicable taxes, which will be charged where legally required.

Reasonable travel, accommodation and other project expenses will only be chargeable where expressly agreed in the SOW or approved by the Client in writing in advance.

The Client will reimburse approved expenses upon receipt of a reasonably detailed invoice or expense record.

Unless the SOW specifies a different payment schedule, Sprouto may invoice for Services monthly in arrears and on completion of agreed milestones or other chargeable events.

Invoices are payable within 14 calendar days of the invoice date unless a different period is agreed in writing.

For fixed-price or milestone-based work, the relevant SOW may require advance payments or milestone payments.

Payments will be made in the currency and to the account specified on the invoice.

If the Client disputes an invoice in good faith, it should notify Sprouto promptly, explaining the disputed amount and the reasons for the dispute.

The Client must pay any undisputed portion by the applicable due date. The parties will work in good faith to resolve the dispute.

An invoice dispute does not remove the obligation to pay undisputed amounts.

If an amount remains unpaid after its due date, Sprouto may claim statutory interest and any applicable fixed-sum or reasonable debt-recovery compensation available under the Late Payment of Commercial Debts (Interest) Act 1998, as amended, or other applicable law.

Where the parties expressly agree a different contractual interest rate in an SOW, that provision will apply to the extent permitted by law.

If an invoice remains unpaid after its due date, Sprouto may give written notice requiring payment. If the Client fails to pay the overdue amount within seven days after receiving that notice, Sprouto may suspend the affected Services until the overdue amount is paid or the parties agree an alternative arrangement.

Sprouto will consider the reasonably foreseeable consequences of suspension and will not suspend Services where doing so would be unlawful.

Any suspension must be proportionate to the circumstances. The Client remains responsible for Fees properly accrued and approved costs incurred before suspension.

The Client will pay amounts due without set-off or deduction, except where a deduction or withholding is required by law or the parties have agreed otherwise in writing.

Where a legally required deduction or withholding applies, the parties will cooperate in good faith to ensure the relevant tax requirements are met.

Fees for an agreed fixed-price SOW will not change unless the parties agree a change to scope or another adjustment in writing.

For ongoing services, subscriptions or renewals, Sprouto may propose revised rates by giving at least 30 days' written notice. A rate change will not retrospectively change Fees already incurred or agreed fixed-price work.

If a price change applies to a renewal or continuing service, the Client may elect not to renew or may terminate the affected service in accordance with its contractual notice provisions.

The Client retains ownership of its Client Materials.

The Client grants Sprouto a non-exclusive, royalty-free licence for the term of the Contract to use, copy, adapt and process Client Materials only to the extent reasonably necessary to provide the Services, exercise its contractual rights or comply with its legal obligations.

Sprouto may permit its authorised employees, contractors and service providers to use Client Materials for those purposes, subject to applicable confidentiality and data protection requirements.

Sprouto retains all rights, title and interest in its Pre-existing Materials, including reusable code, tools, libraries, frameworks, templates, methodologies, development techniques, generic components and know-how.

Unless expressly agreed otherwise in an SOW, nothing in the Contract transfers ownership of Sprouto's Pre-existing Materials to the Client.

Subject to clause 7.4, once the Client has paid all Fees due in respect of the relevant Deliverables, Sprouto assigns to the Client the intellectual property rights owned by Sprouto in those Deliverables that the SOW expressly designates as Client-owned Deliverables.

The assignment does not extend to:

(a) Sprouto's Pre-existing Materials;

(b) Third-Party Services or third-party intellectual property;

(c) open-source software subject to its applicable licence;

(d) material supplied by the Client; or

(e) intellectual property that Sprouto does not own or is not legally entitled to assign.

The parties intend this clause, when included in a written Contract signed by or on behalf of Sprouto, to constitute the relevant written assignment of assignable rights. Where additional execution formalities are required, the parties will cooperate to complete them.

Where Sprouto's Pre-existing Materials are incorporated into a paid Deliverable and are necessary for the Client to use that Deliverable for its agreed purpose, Sprouto grants the Client a worldwide, perpetual, non-exclusive, royalty-free licence to use, execute and maintain those materials as part of the Deliverable.

The Client may permit its contractors and service providers to exercise that licence on its behalf for the Client's internal business purposes.

Unless agreed in writing, the Client may not extract, commercially distribute or independently exploit Sprouto's Pre-existing Materials as a separate product.

Third-party software, libraries, AI models, APIs and other third-party materials remain subject to the rights and conditions of their respective owners or providers.

The Client's rights in those materials will be governed by the applicable third-party licences and terms. Sprouto does not transfer rights that it does not own.

Where the SOW requires a particular third-party licence or subscription, the parties will agree who is responsible for obtaining and paying for it.

Nothing in the Contract prevents Sprouto from providing similar services to other clients or using general skills, experience, methods and know-how acquired during the engagement, provided this does not disclose or misuse the Client's Confidential Information or infringe its intellectual property rights.

Except as expressly provided in this clause or an SOW, neither party transfers intellectual property rights to the other.

Each party will:

(a) protect the other party's Confidential Information using reasonable care;

(b) use that information only to perform the Contract or exercise its rights under it; and

(c) not disclose it to a third party except as permitted under this clause.

A party may disclose Confidential Information to its employees, professional advisers, contractors and service providers who need to know it for the purposes of the Contract, provided they are subject to appropriate confidentiality obligations.

A party may also disclose Confidential Information where required by law, a court or a competent regulatory authority. Where legally permitted, it will give the other party reasonable prior notice.

Confidential Information does not include information that the receiving party can demonstrate:

(a) is or becomes publicly available other than through a breach of the Contract;

(b) was lawfully known to it without a confidentiality obligation before disclosure;

(c) is lawfully received from a third party without an obligation of confidence;

(d) is independently developed without using the disclosing party's Confidential Information; or

(e) is approved for disclosure in writing by the disclosing party.

On termination or expiry of the Contract, each party will, on reasonable request, return or delete the other party's Confidential Information, except to the extent it must be retained by law, is required for legitimate business-record purposes, or remains in routine backups that cannot reasonably be isolated or deleted immediately.

Any retained information remains subject to the confidentiality obligations in the Contract.

Personal data will be handled in accordance with the applicable Data Processing Agreement and data protection law.

The confidentiality obligations continue for five years after termination or expiry of the Contract. Obligations concerning trade secrets remain in effect for as long as the relevant information qualifies for protection as a trade secret under applicable law.

Each party will comply with the data protection and privacy laws applicable to its activities under the Contract.

The parties' respective roles as controller, joint controller or processor will be determined by the actual processing activities and applicable law.

Where Sprouto processes personal data on behalf of the Client as a processor, the parties will enter into an appropriate Data Processing Agreement before the relevant processing begins.

The applicable Data Processing Agreement will govern the processing of personal data on behalf of the Client and will set out the required processing details, documented instructions, confidentiality, security, subprocessors, assistance, audit arrangements and return or deletion requirements.

If these Terms conflict with the Data Processing Agreement on a matter specifically concerning the processing of personal data, the Data Processing Agreement takes precedence for that matter.

Each party will notify the other without undue delay after becoming aware of a security incident affecting personal data or Confidential Information relevant to the Contract, where notification is required by law or reasonably necessary to enable the other party to meet its obligations.

The parties will cooperate reasonably in investigating and addressing relevant incidents.

The Client is responsible for ensuring it has an appropriate lawful basis, authority and permissions to provide any personal data or other information to Sprouto and to authorise the agreed processing.

The Client must not provide personal data or sensitive information beyond what is reasonably necessary for the Services.

Where the Services involve artificial intelligence, machine learning, generative AI, automated processing or third-party models, the relevant SOW or service-specific terms should identify the intended functionality, applicable limitations and any material dependencies.

Sprouto may use third-party AI systems and tools where this is consistent with the agreed scope and applicable contractual and data protection requirements.

AI systems may generate inaccurate, incomplete, outdated, biased or unsuitable outputs. Such outputs may require human review and validation.

Unless expressly agreed otherwise in writing, AI-generated estimates, recommendations, code, plans and other outputs are not guaranteed to be error-free, complete or fit for a particular purpose.

The Client is responsible for appropriately reviewing outputs and making its own decisions before relying on them in production, commercial, legal, financial, safety-critical or other material contexts.

This clause does not remove any express commitment made by Sprouto in an SOW or any liability that cannot lawfully be excluded.

The Client must ensure that any information, files, prompts or instructions submitted for AI processing are lawful and that it has the necessary rights and authority to submit them.

The parties will agree in the SOW or relevant service terms any restrictions on data use, confidentiality, model providers, human review or prohibited use cases.

AI functionality may depend on third-party models, APIs and infrastructure. Their availability, functionality, pricing and terms may change.

Sprouto will take reasonable steps to manage dependencies within the agreed scope but does not guarantee that a third-party AI service will remain available, unchanged or error-free.

Sprouto will not use the Client's Confidential Information to train a public third-party AI model unless the Client expressly authorises that use in writing.

Unless the SOW expressly provides otherwise, the Client remains responsible for decisions made using AI outputs and for ensuring suitable human oversight, testing, monitoring and validation for its intended use.

The Services may depend on third-party hosting, infrastructure, APIs, software, libraries, payment services, AI models or other platforms.

The Client may need to obtain and maintain third-party accounts, licences, subscriptions, permissions or credentials to use the Services.

Third-Party Services may be subject to separate terms, pricing, service levels, usage limits and privacy arrangements.

The Client must comply with the applicable terms for Third-Party Services used in connection with its systems.

Sprouto is not responsible for outages, discontinuation, price changes or material changes imposed by third-party providers to the extent these are outside Sprouto's reasonable control.

Where such changes materially affect the Services, the parties will discuss reasonable workarounds, substitutions, changes to scope or commercial adjustments.

Nothing in this clause excludes liability to the extent a loss is caused by Sprouto's own breach of the Contract or negligence.

Sprouto will perform the Services with reasonable care and skill and in accordance with any specific service standards expressly agreed in the SOW.

If the Services materially fail to meet an express contractual requirement, the Client will notify Sprouto with reasonable details of the failure.

Where reasonably practicable, Sprouto will correct the failure or re-perform the affected Services within a reasonable period. Where correction or re-performance is not reasonably practicable, the parties will discuss an appropriate alternative remedy, subject to the Contract and applicable law.

Sprouto does not warrant that Client Materials or Third-Party Services will be accurate, suitable, secure or free from defects.

Sprouto is not responsible for defects or failures caused by Client Materials, Client instructions, unauthorised modifications or third-party products, except to the extent the issue results from Sprouto's own breach of the Contract.

Unless expressly agreed in the SOW, Sprouto does not guarantee specific commercial results, revenue, cost savings, market outcomes, regulatory approvals, model performance or business benefits.

Any forecasts, proposals, estimates or recommendations are based on the information and assumptions available at the time and may be affected by factors outside Sprouto's control.

Nothing in the Contract excludes or restricts any warranty, representation or liability that cannot lawfully be excluded or restricted.

The Client will be responsible for third-party claims to the extent they arise from Client Materials supplied by the Client, instructions given by the Client, or the Client's use of Deliverables in breach of applicable law or third-party rights.

This responsibility does not apply to the extent a claim results from Sprouto's own breach of the Contract, negligence or unlawful conduct.

Unless the SOW provides otherwise, Sprouto does not give a general indemnity for all intellectual property claims arising from Deliverables.

Where the SOW expressly provides an intellectual property indemnity, it will specify the covered Deliverables, relevant rights and territories, exclusions, claims procedure and applicable liability limits.

A party seeking indemnification must:

(a) notify the other party promptly of the claim;

(b) provide reasonable cooperation and information needed to address it;

(c) allow the indemnifying party reasonable control over the defence and settlement, where appropriate; and

(d) not agree a settlement that imposes liability, an admission or an ongoing obligation on the indemnifying party without its prior written consent.

No party may settle a claim in a manner that affects the other party's rights without that party's prior written consent, not to be unreasonably withheld or delayed.

This clause sets out the parties' financial liability to each other arising out of or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, except where applicable law requires a different result.

Subject to clauses 14.4 and 14.5, neither party will be liable to the other for:

(a) loss of anticipated profits;

(b) loss of revenue or anticipated savings;

(c) loss of business opportunity or goodwill; or

(d) indirect or consequential loss.

These exclusions apply only to the extent that the relevant loss falls within the excluded category under applicable law.

They do not automatically exclude direct costs of restoring data, obtaining replacement services or remedying a breach, which remain subject to the other provisions of this Contract.

Subject to clauses 14.4 and 14.5, each party's total aggregate liability arising out of or in connection with an SOW will not exceed the total Fees paid or payable under that SOW in the 12 months immediately preceding the event giving rise to the claim.

Where the SOW has been in force for less than 12 months, the cap will be calculated by reference to the Fees paid or payable under that SOW up to the event giving rise to the claim.

The cap applies in aggregate to claims arising from the same SOW, regardless of the number of claims or legal causes of action.

Nothing in the Contract excludes or limits liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; or

(c) any other liability that cannot lawfully be excluded or limited.

The exclusions and caps in this clause apply only to the extent permitted by applicable law.

Nothing in this clause excludes a party's right to seek appropriate injunctive or other equitable relief where available.

The parties should identify any additional risks requiring separate liability caps or insurance arrangements in the relevant SOW.

These Terms govern each Contract from the date it is formed until the relevant Services are completed or the Contract is terminated in accordance with this clause.

An SOW may specify a fixed term, renewal period or subscription period.

Either party may terminate the affected Contract or SOW by written notice if the other party commits a material breach and, where that breach can be remedied, fails to remedy it within 30 days after receiving written notice describing the breach and requiring it to be remedied.

Either party may terminate the affected Contract by written notice if the other party becomes insolvent, enters an applicable formal insolvency process, ceases trading, or becomes subject to an equivalent event under applicable law, to the extent termination is legally permitted.

Unless the SOW provides otherwise, either party may terminate an ongoing SOW for convenience by giving 30 days' written notice.

A fixed-term commitment, non-cancellable subscription or project with specific cancellation arrangements may be subject to the terms expressly agreed in the relevant SOW.

On termination:

(a) the Client will pay all Fees for Services performed up to the effective termination date;

(b) the Client will pay approved expenses and non-cancellable commitments reasonably incurred for the Services;

(c) for a fixed-price SOW, the parties will determine the Fees attributable to the work properly performed before termination, having regard to the agreed milestones and work completed;

(d) each party will return or delete the other party's Confidential Information in accordance with clause 8.4 and the applicable Data Processing Agreement; and

(e) ownership or licensing rights in Deliverables will take effect in accordance with clause 7, including the requirement for payment.

Neither party is entitled to payment for unperformed future Services unless an applicable SOW expressly provides for a lawful cancellation fee or other payment obligation.

Termination does not affect rights, remedies, obligations or liabilities accrued before termination.

Provisions which by their nature are intended to continue after termination, including confidentiality, intellectual property, payment, data protection, liability and dispute resolution, will survive as applicable.

Sprouto may allocate appropriately skilled employees or contractors to perform the Services.

Unless a particular individual is expressly identified as essential in the SOW, Sprouto may replace or reassign personnel where reasonably necessary, provided the replacement has appropriate skills and experience for the relevant responsibilities.

Sprouto may engage subcontractors and service providers to assist in performing the Services.

Sprouto remains responsible for its contractual obligations notwithstanding the use of subcontractors.

Where subcontractors process personal data on behalf of the Client, Sprouto will comply with the applicable Data Processing Agreement and relevant data protection requirements concerning subprocessors.

If a dispute arises concerning the Contract, the parties will first attempt to resolve it through good-faith discussions between their appointed project or commercial contacts.

If the dispute remains unresolved, either party may refer it to senior management of both parties.

If the dispute is not resolved within 30 days after written notice of the dispute, the parties will consider mediation through a mutually agreed mediator.

Unless agreed otherwise, the parties will share the mediator's fees equally and bear their own legal and internal costs.

Nothing in this clause prevents either party from seeking urgent interim relief from a court or taking steps necessary to preserve its legal rights.

The Contract, including the applicable SOW and any incorporated schedules or agreements, constitutes the entire agreement between the parties concerning its subject matter and supersedes prior proposals, discussions and understandings relating to that subject matter.

Neither party relies on a statement or representation that is not expressly included in the Contract, except that nothing excludes liability for fraud or fraudulent misrepresentation.

Any amendment to the Contract must be agreed in writing by authorised representatives of both parties.

The Client may not assign or transfer the Contract or any material rights or obligations under it without Sprouto's prior written consent, not to be unreasonably withheld or delayed where the proposed transfer does not materially increase Sprouto's risk.

Sprouto may assign the Contract as part of a bona fide corporate restructuring, merger or sale of the relevant business, provided the assignment does not materially reduce the Client's contractual protections.

A failure or delay to exercise a right under the Contract does not waive that right. A waiver is effective only if given in writing and applies only to the circumstances for which it is given.

If any provision of the Contract is found to be invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, where legally possible. If modification is not possible, that provision will be treated as severed, without affecting the remaining provisions.

Nothing in the Contract creates a partnership, joint venture, employment relationship or agency between the parties. Neither party may bind the other or represent that it has authority to do so.

Unless the Contract expressly provides otherwise, a person who is not a party to the Contract has no right to enforce its terms under the Contracts (Rights of Third Parties) Act 1999.

Formal notices under the Contract must be in writing and sent by hand, pre-paid post or email to the relevant address or email address specified in the SOW or otherwise notified in writing.

An email notice is deemed received when it reaches the recipient's email system, provided the sender does not receive an automated delivery failure notification. Notices sent outside normal business hours will be treated as received on the next business day for the purpose of calculating response periods.

A notice of termination, material breach or legal claim must clearly identify its purpose.

The parties may enter into the Contract and sign SOWs electronically, to the extent permitted by applicable law. Electronic copies and counterparts may be treated as originals.

The Contract and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, are governed by the law of England and Wales.

Subject to clause 20, the courts of England and Wales have exclusive jurisdiction to settle disputes or claims arising out of or in connection with the Contract, including non-contractual disputes or claims.