Terms of Service
Effective Date: 11th May 2025
Acceptance of Terms
SP Additions Limited ("SP Additions", "we"), provides its Service (as defined below) to You through its web site located at www.spadditions.com and any related sites (the "Site"), subject to these Terms.
By accepting these Terms, or by accessing or using the Service, You represent and acknowledge that You have read, understood, and agree to be bound by these Terms, and that the information You provide in registering to use the Service is accurate, complete, and is Yours or within Your right to use. If You are entering into these Terms on behalf of a company or another legal entity, You represent that You have the authority to bind such entity and its affiliates to these Terms, in which case the terms "You," "Your" or related capitalised terms herein shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not use the Service.
You acknowledge that these Terms constitute a binding, enforceable contract between You and SP Additions, even though it is electronic and is not physically signed by You and SP Additions, and that these Terms govern Your use of the Service and supersede any other agreements between You and SP Additions.
Description of Service
The "Service" provided to You based on the plan purchased (your "Account"), including all software, data, text, images, sounds, videos, and other content made available (collectively, "Content"). Any new features or products added to or augmenting the Service are also subject to these Terms.
SP Additions may make changes to the Service as we update our offerings and features. We may add, remove, suspend, or modify features or portions of the Service at any time with or without prior notice to You.
General Commercial Terms
Subject to the terms and conditions of these Terms, You agree to access and use the Service only for Your internal business purposes as contemplated by these Terms. Subject only to Your limited right to access and use the Service as expressly granted to You here, all rights, title and interest in and to the Service and its components, including all related intellectual property rights, will remain with and belong exclusively to SP Additions and its third-party vendors. We hereby grant to You a limited, non-exclusive, revocable license to use the Content solely in connection with Your use of the Service and otherwise in accordance with these Terms.
In registering for the Service, You agree to provide and maintain accurate, current, and complete information about Your administrative contact ("Application Notification Contact") and billing contact ("Primary Billing Contact") for Your use of the Service. You agree not to create an account using a false identity or information. SP Additions will provide any notice to You permitted or required by these Terms, using either the Application Notification Contact or Primary Billing Contact email address You have provided, or both at our discretion, and if for any reason the notice email is not able to be delivered to You, our dispatch of the email containing such notice will nonetheless constitute effective notice.
You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service or Content available to any third party, other than as expressly permitted by these Terms; (b) modify, adapt or hack the Service or Content to falsely imply any sponsorship or association with SP Additions, or otherwise attempt to gain unauthorised access to the Service or its related systems or networks; (c) use the Service or Content in any unlawful manner, including but not limited to violation of any person's privacy rights, infringing any person's intellectual property rights, or sending spam or otherwise duplicative or unsolicited messages in violation of applicable law, (d) use the Service or Content in any manner that interferes with or disrupts the integrity or performance of the Service and its components; (e) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Service or Content; (f) use the Service or Content to knowingly post, upload, link to, send or store any content that is unlawful, racist, hateful, obscene, discriminatory, or contains any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; or (g) try to use, or use the Service or Content in violation of these Terms.
You are responsible for all information, data, text, messages or other materials that You post or is otherwise transmitted by You via the Service. You are responsible for maintaining the confidentiality of Your login and account, and are fully responsible for any and all activities that occur under Your login or account. You agree and acknowledge that Your login may only be used by one (1) person, and that You will not share a single login among multiple people. You may create separate logins for as many people within your organization and affiliates as Your plan allows.
SP Additions may require you to accept updates to portions of the Service and any Content installed from time to time. You acknowledge and agree that SP Additions may update the Service and Content with or without notifying you. You may need to update third-party software from time to time in order to use the SP Additions Service.
SP Additions may use your Company Names and Logos in case studies, promotional materials, or other write-ups, unless you request otherwise.
SP Additions failure to enforce at any time any provision of these Terms does not constitute a waiver of that provision or of any other provision of these Terms.
Processing and protection of your data
You agree that SP Additions and its affiliates will process configuration, performance, usage, and consumption data about You and Your use of the Service to assist with the necessary operation and function of the Service, and to improve SP Additions products and services and Your experience with the Service, pursuant to the SP Additions Privacy Policy, which is available at https://spadditions.com/privacy-policy and is incorporated into these Terms, and which may be updated from time to time.
You retain all rights and ownership in electronic data and information uploaded or transmitted to the Service by or on Your behalf and made available in your Account ("Customer Data"). SP Additions and does not claim any ownership rights in your Customer Data.
You acknowledge, agree, and warrant that you are legally able to process your Customer Data and are legally able to transmit Your Customer Data to SP Additions and any of its affiliates, including obtaining appropriate consent or rights for such processing. You shall be solely responsible for ensuring that any processing of Customer Data by SP Additions and/or You via the Service does not violate any applicable laws. You shall not process or submit to the Service any Customer Data that could be legally considered sensitive in any applicable jurisdiction, including any: (i) the combination of a username or email address along with a password or security question that would permit access to an online account; or (ii) special categories of personal data, as defined under GDPR (General Data Protection Regulation), DPA (Data Protection Act) 2018 or any national laws adopted pursuant to GDPR, about residents of Switzerland and any member country of the European Union, including racial or ethnic origin, political opinions, religious beliefs, trade union membership, physical or mental health or condition, sexual orientation, genetic data, biometric data, or the commission or alleged commission any crime or offense. SP Additions shall not be liable to the extent that you process or submit Customer Data to the Service in breach of this Section.
Each party shall comply with its respective obligations under applicable data protection laws. Each party shall maintain appropriate administrative, physical, technical and organisational measures that ensure an appropriate level of security for Your Customer Data. SP Additions will process Customer Data in accordance with the Data Processing Addendum, which can be viewed at https://spadditions.com/gdpr. You are responsible for ensuring that the security of the Service is appropriate for Your intended use and the storage, hosting, or processing of Your Customer Data.
You agree that SP Additions can access Your account's information in order to respond to Your service requests. We will not disclose such data except if compelled by law, permitted by You, or pursuant to the terms of the SP Additions Privacy Policy.
If at SP Additions reasonable determination, you are using the SP Additions Service in a manner that violates laws, creates an excessive burden or potential adverse impact on SP Additions systems, in addition to any of its other rights or remedies, SP Additions may, without liability to SP Additions, immediately suspend your access to the SP Additions Service.
Confidentiality
Pursuant to these Terms, each party ("Receiving Party") may, from time to time, learn, receive, hold, or have access to (in written, oral or electronic form) Confidential Information from the other party ("Disclosing Party"). "Confidential Information" means any information, technical data, or know-how, whether or not a statutory "trade secret" of the Disclosing Party, including, but not limited to, that which relates to research, product plans, intellectual property, products, services, customers, employees, documents, markets, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing or finances of the Disclosing Party. The foregoing notwithstanding, Confidential Information shall not include any information which: (i) is already known by means not subject to a confidentiality obligation of the Receiving Party at the time disclosed by the Disclosing Party; (ii) is or becomes available through public sources apart from any unauthorised disclosure by the Receiving Party; or (iii) is obtained by the Receiving Party from a third party who has the right to disclose the same.
During the term of this Agreement and at all times thereafter, the Receiving Party shall protect any Confidential Information received from the Disclosing Party: (i) by limiting use and disclosure of the same to its employees, and/or authorised agents or independent contractors to the extent necessary for them to perform the Receiving Party's obligations in this Agreement; and (ii) by exercising reasonable care to prevent unauthorized use or disclosure, which shall in no event be less than the same degree of care it uses to protect its own information of like importance from unauthorised use or disclosure.
Notwithstanding the foregoing, either party may disclose Confidential Information received hereunder: (i) pursuant to a mandatory discovery request, disclosure requirement, subpoena, court order or other order of a court, tribunal or government agency received by a party, in each case, only after the party receiving same has given prompt written notice thereof to the Disclosing Party; or (ii) to the Receiving Party's own legal counsel or independent accountant who have a need to know such Confidential Information. In each of (i) and (ii) of this paragraph, the Receiving Party shall (a) consult with the Disclosing Party prior to the disclosure of any Confidential Information, and (b) cooperate in good faith with the Disclosing Party, at the Disclosing Party's expense and in the Disclosing Party's discretion, with any reasonable effort to resist the production of Confidential Information, including obtaining a protective order or defending a motion to compel the production of Confidential Information.
Intellectual property rights
Each of us shall maintain all rights, title and interest in and to all our respective patents, inventions, copyrights, trademarks, domain names, trade secrets, software, source code, and other functional components thereof, know-how and any other intellectual property and/or proprietary rights (collectively, "Intellectual Property Rights"). SP Additions shall at all times, and shall continue to be, the sole and exclusive owner of all Intellectual Property Rights and interests in and to the Service and the Content, including all modifications, enhancements, improvements and derivative works made thereto. The rights granted to You to use the Service under these Terms do not convey any additional rights in the Service or Content, or in any Intellectual Property Rights associated therewith. SP Additions shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You. SP Additions, SP Additions other product and service names, and logos used or displayed on the Service are registered or unregistered trademarks of SP Additions (collectively, "Marks"), and You may only use such Marks to identify yourself as a customer and user of the Service, provided You do not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent SP Additions, its services or products.
Third party services and Sub-processors
The Service may contain links to, or otherwise may allow You to connect to and use certain third party products, services or software under separate terms and conditions (collectively, "Other Services") in conjunction with Our Service. If You decide to access and use such Other Services, be advised that Your use is governed solely by the terms and conditions of such Other Services, and We do not endorse, are not responsible for, and make no representations as to such Other Services, their content or the manner in which they handle Your data. SP Additions is not liable for any damage or loss caused or alleged to be caused by or in connection with Your access or use of any such Other Services, or Your reliance on the privacy practices or other policies of such Other Services.
The Service may contain features that enable various Other Services to be directly integrated into your SP Additions experience. To take advantage of these features, You will be required to register for or log into such Other Services on their respective websites. By enabling third party services within the Service, You are allowing SP Additions to pass Your log-in information to these Other Services for this purpose. Your activities with respect to these Other Services shall be governed by the respective terms and conditions of the Other Services, and We expressly disclaim all liability with respect to your interaction with Other Services.
Billing, plan modifications and payments
Subscription and Auto-Renewal: Your paid subscription to the SP Additions Service includes enrolment into an ongoing/recurring payment plan. Your paid subscription will automatically renew at the end of the disclosed billing period, unless cancelled in accordance with the instructions for cancellation below. Payment will be charged to your chosen payment method at confirmation of purchase and at the start of every new billing period, unless cancelled. We reserve the right to change our pricing and, in the event of a price change, we will notify you thirty (30) days in advance of the change by sending an email to the email address you have registered for your account. If you do not wish to accept a price change, you may cancel your subscription in accordance with the instructions included in that email and below. If you do not cancel your subscription after the price change takes effect and prior to the start of your new subscription period, your subscription will be renewed at the price in effect at the time of the renewal, without any additional action by you, and you authorize us to charge your payment method for these amounts.
Paid subscriptions with a maximum number of user notifications: If your subscription is limited to a maximum number of user notifications and the limit is exceeded by 10% in a subscription period, no ealier than 45 days following the expiry or your removal of a free trial period, your subscription will automatically upgrade to a subscription aligned with the number of user notifications required. This will change the ongoing/recurring payment plan, without any additional action by you, and you authorize us to charge your payment method for these amounts.
Free Trials of paid subscriptions: Your SP Additions Service subscription may begin with a free trial. Availability of a free trial is not guaranteed and, if one is available, is only available to those who have not previously used one for the SP Additions Service. Your first payment will be charged to your chosen payment method immediately following the free trial, unless cancelled in accordance with the instructions for cancellation below. You can cancel your subscription at any time before the end of your free trial. We provide notice of the terms of the free trial at the time you register but you will not receive a separate notice that your free trial is about to end or has ended, or that your paid subscription has begun.
Free plan: If your subscription is the Free plan and the inclusive notification limit is exceeded, any notifications over that limit will not be sent.
Businesses based in the UK will be charged VAT at the applicable rate, Businesses outside the UK are responsible for paying all taxes due in your county; this applies to all your subscriptions.
Cancellation and termination
You can cancel your subscription at any time before the end of the current billing period or free trial. Cancellation will take effect at the end of the current billing period or free trial. Subscriptions are managed through our ZoHo Subscriptions Customer Portal by the person that registered the initial subscription. The Portal's address is: https://subscriptions.zoho.com/portal/readandunderstood.
SP Additions reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any/all current and future use of the Service, suspend or terminate your account or any part thereof (or Your use of the Service), and remove and discard any of Your content within the Service if We believe that You have violated these Terms. SP Additions will use all reasonable efforts to contact You directly via email to warn You prior to suspension or termination of Your account. Any suspected fraudulent, abusive, or illegal activity may be grounds for immediate termination of Your use of the Service, and may be referred to law enforcement authorities. SP Additions shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service.
Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of all related information, files and data associated with or inside your Account, including your Customer Data. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of your Customer Data associated from our live databases. SP Additions will not have any liability whatsoever to you for any suspension or termination, including for deletion of your Customer Data.
Termination of a paid plans may reduce the maximum number of Free plans provided. Each paid plan has a threshold of maximum Free plans. In the event a paid plan is cancelled the number of Free plans must not exceed the limit set. Untill you reduce Your use of Free plans you will be charged for user notifications used in excess of that allowed by the maximum number of Free plans. Payment will be charged, to your chosen payment method at confirmation of purchase, at the start of every new billing period.
Governing Law
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.
Disclaimer of warranties
THE SERVICE, INCLUDING CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND SP ADDITIONS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT SP ADDITIONS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM STACKIFY OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
Limitation of liability
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THESE TERMS, OR SUCH PARTY'S AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY SUCH PARTY IN CONNECTION WITH THESE TERMS, THE CONTENT OR THE SERVICE, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, SP ADDITIONS (INCLUDING ANY OF ITS AFFILIATES) AGGREGATE LIABILITY, FOR DAMAGES (MONETARY OR OTHERWISE) UNDER THESE TERMS CLAIMED BY YOU OR ANY THIRD PARTY ARISING FROM OUR SERVICE OR CONTENT, SHALL BE LIMITED TO THE LESSER OF (I) ACTUAL DAMAGES INCURRED, OR (II) PAYMENTS MADE BY YOU FOR THE SERVICE DURING THE THREE (3) MONTHS PRECEDING THE CLAIM. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF SP ADDITIONS WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.
Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. SP ADDITIONS LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Indemnification
SP Additions will indemnify and hold You harmless from and against any claim against You by reason of Your use of the Service or the Content as permitted hereunder brought by a third party alleging that the Service or the Content infringes a valid patent or copyright, or misappropriates a third party's trade secret (such claims, collectively, "Claim"). SP Additions shall, at its expense, defend such Claim and pay damages finally awarded against You in connection therewith, including the reasonable fees and expenses of the attorneys engaged by SP Additions for such defence, provided that (i) You promptly notify SP Additions of the threat or notice of such Claim, (ii) SP Additions will have the sole and exclusive control and authority to select defence attorneys, defend and/or settle any such Claim, and (iii) You fully cooperate with SP Additions in connection therewith. If Your use of the Service or Content has become, or in SP Additions opinion is likely to become, the subject of any such Claim, SP Additions may at its option and expense (a) procure for You the right to continue using the Service or the Content as set forth hereunder; (b) replace or modify the Service or the Content to make it non-infringing; or (c) if options (a) or (b) are not reasonably practicable, terminate these Terms and repay You any unused Service fees. SP Additions will have no liability or obligation under this Section with respect to any Claim if such Claim is caused in whole or in part by (i) compliance with designs, data, instructions or specifications provided by You; (ii) modification of the Service by anyone other than SP Additions; (iii) the combination, operation or use of the Service with other hardware or software where the Service would not by itself be infringing; or (iv) You or Your end users' negligence. The provisions of this Section Limitation and Liability (paragraph one) state the sole, exclusive and entire liability of SP Additions to You and constitute Your sole remedy with respect to a Claim brought by reason of Your permitted use of the Service.
You agree to defend, indemnify, and hold harmless SP Additions in from and against any claims, actions or demands, including, without limitation, reasonable legal and professional services fees, arising or resulting from Your breach of these Terms, or Your and Your end users' negligence or access to, use, misuse or illegal use of the Service. SP Additions will provide You notice of any such claim, suit, or proceeding. SP Additions in reserves the right to assume the exclusive defence and control of any matter which is subject to indemnification under this section, in which case You agree to cooperate with any reasonable requests to assist SP Additions in defence of such matter.
Assignment; entire agreement; revisions
You may not assign this Agreement without Our prior written consent, which we may withhold for any or no reason.
This Agreement represents the entire agreement among the Parties regarding the subject matter thereof and the Parties' respective obligations and commitments herein. No other documents, or oral or written agreements among the Parties reflect in any way on the agreements laid out in this Agreement, and this Agreement supersedes and replaces any and all previous agreements between the parties.
SP Additions may update these Terms from time to time. The most current version of these Terms will be posted on the Site, and will include an updated "Effective" date at the top of the Terms. Changes to the Terms will be effective immediately for new users of the Service and Content, and effective seven (7) days after posting on the Site for all other users. If we determine in our sole discretion that an update is material, we will notify you through the Service and/or by email to the Application Notification Contact and/or Primary Billing Contact email address associated with the Account. If you do not agree to any changes, you shall stop using the Service and Content. Otherwise, continued use of the Service and Content constitutes Your acceptance of such change(s).
Severability
If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.
