Terms and Conditions

Welcome to app.sensiblespark.com (the “Platform”).
We are Sensible Spark Ltd a company registered in England and Wales under number 15813619, whose registered office is at 167-169 Great Portland Street, 5th Floor, London, England, W1W 5PF (“Sensible Spark”, “Company”, “we” ,“us” “our”).
You are a business user whose details appear on the User Account (as defined below) registered on the Platform (“you” or “your”).
The Platform is owned and operated by us.
We own all intellectual property rights in the Platform itself. Nothing in these Terms grant you any proprietary rights to any of our intellectual property rights in the Platform nor in our content on the Platform, nor in our trade marks, trade names, service marks, logos, domain names, or other brand features. For the avoidance of doubt this does not include any rights in User Content or Third Party Content which as set out below is not considered as our intellectual property.
Nothing in these Terms grant you any proprietary rights to any Third Party Content made available to you via the Platform or Services.
These terms of service, together with all policies and additional terms (if applicable) posted on our Platform from time to time (“Terms”), govern your use and access of the Platform and any services delivered by us on via the Platform (“Services”) and form a legally binding agreement between Sensible Spark and you.
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE PLATFORM AND/OR SERVICES. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS DO NOT USE THE PLATFORM AND/OR SERVICES.
If you have any questions in relation to these Terms, you may contact us by email at: legal@sensiblespark.com;
If you are using or accessing the Platform or Services on behalf of your employer, another individual or an entity (“Authorising Party”), you represent that you are duly authorised by such Authorising Party to enter into these Terms on behalf of such Authorising Party (and “you” as used in these Terms refers both to you individually and to the Authorising Party). Where there is an Authorising Party it is a strict requirement that you must provide us with all necessary information and details about the Authorising Party as part of your registration for a User Account.
You confirm to Sensible Spark that you are over the age of 16 years old and that you are not a person or entity barred from accessing or using the Platform under the laws of the United Kingdom or any other applicable jurisdiction.
If you choose to access this Platform outside the United Kingdom, you do so at your own initiative and are responsible for compliance with any local laws, if and to the extent local laws are applicable.
These Terms do not apply to individual consumers who want to use the Platform for personal use (that is, not in connection with, or for use in, their trade, business, craft, or profession). We only offer the Platform and Services to business users. If you are not a business user then you should not register for a User Account and should not use our Platform or Services.
At all times you permit us to monitor your use of the Platform and Services.
You understand and agree that any timescales provided by us are indicative only and are not guaranteed.
The Platform is currently in a beta version and may be subject to change in delivery and functionality from time to time as it continues to develop.

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DEFINITIONS

For the purpose of these Terms:

“Content” means any (a) images, text, messages, works of authorship, photographs, graphics, comments, suggestions, video, audio, projects, screenplays, screeners, pitch decks, posters, analysis, budgets or other material uploaded, downloaded, appearing or otherwise made available on or through the Services or the Platform; and (b)any personally identifiable information, data and other information uploaded, downloaded, appearing or otherwise made available on or through the Services or the Platform.
“User Content” means any Content submitted to the Platform by you
“Third Party Content” means any Content submitted to the Platform by another User of the Platform which is either not User Content or our Content.
“Services” means any and all services made available on the Platform, including without limitation any information, features, functionality and applications offered on the Platform from time to time. Access to certain Services may be based on your access type which is determined by us based on the credentials you provide when you register for a User Account and is dependent on the specific project.

ACCOUNT

You are required to set up an account to use the Platform and the Services (“User Account”);
When you register for a User Account on the Platform you will indicate whether you are:
1. representing one or more film projects as an owner of that project on the Platform e.g. a writer, director, producer, production company (“Project Owner”); or
2. looking to provide services to a Project Owner and are interested in connecting with the Project Owner through the Platform or via the Services (Crew/Cast); or
3. looking to provide services to Project Owner, or Project Owners (“Sales/Distributor”)
Your level of access will be determined by us and will depend on your role in the project.
To set up a User Account you will be required to provide us with specific information about yourself, your credentials and your requirements in respect of the Platform and the project. At all times we retain all rights and discretion to approve or reject the creation of any User Account. We will notify you if you are approved for a User Account.
You will not be able to use the Platform or the Services without a User Account.
Approval for a User Account should not be considered as any endorsement of you or your project by us.
If you are approved as a Project Owner by us you will have access to the Platform and Services as the Project Owner. The Project Owner will be responsible for ensuring that all necessary consents and permissions are in place to manage the project on the Platform (“Project”). .
As the Project Owner you authorise any Crew/Cast and Sales/Distributor linked to the Project by you to access the Project via the Platform.
We do not provide recruitment services via the Platform. By using the Platform all Crew/Cast confirm that they are either self-employed individuals or looking to contract with the Project Owner via their own business. At all times all users of the Platform are responsible for all tax and reporting requirements in respect of the provisions of any services.
If you are approved as Crew/Cast then you will not have administrative rights in respect of a Project on the Platform and your access to certain information in respect of a Project may be limited either by us the Project Owner.
If you are approved as Sales/Distributor then you will not have administrative rights in respect of a Project on the Platform and your access to certain information in respect of a Project may be limited either by us or the Project Owner.
You shall:
1. ensure you keep a secure password for your User Account to access and use the Platform, that such password shall be changed frequently and that you shall keep your password confidential;
2. not use a false name or an email address owned or controlled by another person with the intent to impersonate that person or for any other reason. We appreciate artists may use stage names and therefore where you are identified by a stage name this should be clearly specified as part of your application for a User Account;
3. not make any other submission of false or misleading information to the Company.
WE ARE NOT LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO COMPLY WITH ANY OF THE OBLIGATIONS UNDER THESE TERMS. YOU ARE ENTIRELY RESPONSIBLE FOR ALL ACTIVITIES TAKING PLACE THROUGH YOUR USER ACCOUNT, WHETHER OR NOT YOU ARE THE INDIVIDUAL WHO UNDERTAKES SUCH ACTIVITIES.
If any of these Terms have been violated, then without prejudice to our other rights, we may disable your User Account. Any User Content that has been uploaded through the Services or Platform may be deleted at any time without notice to you. Sensible Spark shall have no liability to any user of the Platform or person for any claim based upon its termination of an account or disabling of access to or removal of any Content, including material it believes, in its sole discretion to violate these Terms, regardless of whether the material ultimately is determined to be infringing or otherwise prohibited, and regardless of whether such termination or disabling has the effect of reducing the value of any Content or opportunities that might otherwise have been available to you.

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FEES.

To use and access the Services and Platform, you agree to pay us the amounts set out in clause 33 and 34 as applicable (“Fees”).
Where you are using the Platform as Cast/Crew or as Sales/Distributor you shall pay us 3% of any and all sums received by you from a Project Owner or in respect of the Project; and
Where you are a Project Owner and funding is secured into the Project through Sensible Spark’s external network, you agree that you are required to pay us 3% of such funding received by you for the Project less any sums paid by any Crew on the Project under clause 33. Standard industry agreements (for example profit-sharing or bespoke financial terms) may also apply between you and any external parties.
Where the underlying financial transaction referred to under clause 33 is carried out within the Platform the Fees due shall be deducted from the transaction and paid directly to us. In all other cases the Fees shall be paid to us within 48 hours of receipt of the sums under clause 32.
All Fees are non-refundable.
All amounts payable for the Fees are in pounds sterling and exclusive of VAT

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THE PLATFORM

By using the Platform you represent and warrant to us that:
1. Any User Content you provide to us or upload to the Platform is truthful, complete, accurate and not misleading;
2. You have the right, authority, and capacity to enter into these Terms on your own behalf and on behalf of any employer or third party on whose behalf, or in whose interest, you are acting, and you agree to abide by all of the Terms;
3. If any aspect of your access or use of the Services or Platform violates any provisions of law to which you or the Services or Platform are subject, you will cease all access and use of the Services and Platform and will close your account.
4. If deemed necessary or desirable by Sensible Spark, in its sole discretion, you will cease all access and use of the Services and Platform and will close your account.
5. you are at least 16 years old,
6. You will conduct yourself in a professional and respectful manner in all your interactions with Sensible Spark and with any other user of the Platform.
7. In using and accessing the Platform and Services, you shall comply with all applicable laws and regulations, including all data protection laws.
8. You have only provided, and will only provide, Sensible Spark and/or any other user with User Content that you have a right to so provide;
9. Sensible Spark can display, publish and otherwise make available the User Content through the Services and Platform to carry out the Services and to operate the Platform .
10. In respect of any User Content submitted to Sensible Spark or the Platform:
  1. you have all the necessary rights, whether under copyrights, trade marks, trade secrets, patents or other intellectual property, to grant the rights granted to Sensible Spark or any other user under these Terms and to enable us to otherwise display, publish and otherwise make your User Content available through the Services and Platform as contemplated in these Terms; and
  2. using the User Content on the Platform or the carrying out of Services using the User Content does not result in a breach of any contract between you and any third party.
  3. complies with all applicable laws, rules and regulations.
11. You understand and agree that your User Content may be republished by other users or other third parties and if you do not have the right to submit User Content for such use, it may subject you to liability. Sensible Spark will not be responsible or liable for any use of your User Content by Sensible Spark or any user of the Platform or third party in accordance with these Terms.
The Platform:
1. enables a Project Owner to connect with other Users on the Platform and confirm their participation in the Project as Cast/Crew.
2. permits a Project Owner to request confirmation from someone who is working on the Project to create an account on the Platform and confirm their participation in the Project. Where a confirmation request is sent via the Platform to a third party to join the Platform the Project Owner is responsible for ensuring to us that the third party has consented to us processing their personal data in order to send the relevant confirmation request; and
3. enables a Project Owner to connect with other third-party suppliers who may connect with them via the Platform.

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You acknowledge and agree that Sensible Spark:
1. Role is only to provide access to the Platform, which is done strictly subject to these Terms;
2. does not provide any investment advice or services;
3. does not provide any employment services;
4. does not perform any services carried out by Cast/Crew;
5. does not perform any services carried out by the Project Owner;
6. does not perform any services carried out by Sales/Distributor;
7. does not provide any services that are carried out by a third party via the Platform or otherwise;
8. does not supervise, direct, control, or monitor any users of the Platform, whether this is Cast/Crew, Sales/Distributor or a Project Owner, in the performance of any contractual obligations they may have under a service contract or otherwise;
9. is not responsible for ensuring the accuracy or legality of any Third Party Content or User Content. You are solely responsible for the User Content;
10. is not responsible for any Third Party Content;
11. is not responsible for the offering, performance, or procurement of Crew/Cast services;
12. does not make any representations about or guarantee any particular user’s offered services; and
13. does not have, nor will it create an employment, agency, or joint venture relationship with any user offering services.
Any service relationships entered into or made between a Project Owner and Cast/Crew and Sales/Distributor in respect of the Project whether the connection is made via the Platform or otherwise is not considered to have been carried out by Sensible Spark and at all times we are not a party to any agreement, it is entered into between the parties at their own risk and volition.
You shall defend, indemnify and hold us harmless against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with any relationship entered into between you and any other user.
Sensible Spark reserves the right, at any time and from time to time, temporarily or permanently, in whole or in part, to modify, suspend or discontinue the Services or Platform in any way and at any time, with or without notice to you.
You agree that:
1. Sensible Spark shall not be liable, in whole or in part, to you or to any third party for any modification, suspension or discontinuance of the Services or Platform, and
2. your continued use of the Services or Platform after any changes to the Services or Platform have been implemented will be deemed your acceptance of such changes.
We are not responsible for conducting due diligence on the users of the Platform you may meet through the Services or Platform nor on any Third Party Content. Should we conduct due diligence on one or more users, this does not change the meaning nor effect of the immediately foregoing sentence, nor are we responsible or can be held liable for the outcome of any such due diligence.
We do not recommend any films or other ventures for investment, endorse their fitness for investment, or verify the information on the Platform or in our emails; and we do not claim that any Third Party Content provided by other users or us is accurate, complete, and not misleading.
We are not obligated to maintain the confidentiality of any User Content you give us to share via the Platform or otherwise. We take reasonable steps to only share User Content that you notify us can be shared on the Platform. Once the User Content is shared via the Services or via the Platform it is outside the control of Sensible Spark.
We have no obligation to monitor or enforce any intellectual property rights that may be associated with User Content or Third Party Content provided to us or submitted to the Platform.
The Company does not endorse User Content or Third Party Content made available through the Services, the Platform or external platforms that may be linked to or from the Platform.
We have no responsibility for the accuracy of any User Content, Third Party Content or its compliance with any laws.
The Platform may contain advertising. Advertisers are solely responsible for ensuring that any material submitted for inclusion is accurate and complies with applicable laws. We are not responsible for the advertiser's Content. You should make your own enquiries and carry out your own due diligence before engaging with any third parties whether connected via the Platform or otherwise.

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CONTENT

All Users are required to respect the intellectual property rights of other users. We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. We may also terminate a User Account in our sole and absolute discretion.
If you believe that any material on the Platform violates your rights please notify us as soon as possible.
You understand that:
1. Sensible Spark does not guarantee the completeness, truthfulness, accuracy, or reliability of any User Content, Third Party Content or communications displayed, published or otherwise made available through the Services or Platform; and
2. Sensible Spark does not endorse any opinions expressed through the Services or Platform.
3. It is your responsibility to verify the completeness, truthfulness, accuracy, and reliability of any Third Party Content before making any decision or relying on such Third Party Content for any other reason.
Sensible Spark makes no representations or warranties with respect to any Third Party Content and shall not be liable for any use of any Third Party Content by you or any other party.
You understand that by using the Services or Platform, you may be exposed to Third Party Content that you might deem offensive, harmful, inaccurate or otherwise inappropriate, and you agree that Sensible Spark shall have no liability to you or any other party for any such Third Party Content.
Subject to the licenses granted in the Terms at clauses 63 to 67:
1. you shall own and retain all right (including all intellectual and proprietary rights) in and to your User Content; and
2. Sensible Spark shall exclusively own and retain all right, title and interest (including without limitation, all intellectual and proprietary rights) in and to the Services and Platform, including without limitation all content contained therein (other than User Content and Third Party Content) and other materials appearing therein; and
3. Sensible Spark shall own any and all metadata generated by the Platform related to your User Content generated by Sensible Spark’s Services, Platform and systems.
Without limiting any other right contained elsewhere in these Terms we reserve the right, but are not required, to monitor, modify, suppress, delete or control the User Content submitted via the Services or the Platform and to take any action for any reason with respect to such User Content at any time and without notice to you or other users. Our failure to exercise that right, however, does not waive such right and does not give you or any other party any right to make a claim against Sensible Spark.

RESTRICTIONS

You agree that in accessing and using the Services and Platform, you will:
1. not copy, distribute, modify, alter, adapt or create a derivative work of any Third Party Content, nor our Content in respect of the Services or the Platform;
2. attribute the Platform as the source of any information which you obtain from the Platform, linking back to the Platform. You shall not have the right to use or disclose any of our confidential information which you reasonably consider is confidential;
3. upon our request update any User Content on the Platform and/or the Services to the most updated version;
4. upon request, either by us or by a third party user who has provided Third Party Content on the Platform, permanently delete, destroy and erase such Content and require that any party to whom such Content has been provided do the same;
5. not use the Services or Platform, our Content, Third Party Content or information acquired from the use of the Services or Platform in any way to compete with Sensible Spark, the Services or the Platform;
6. not sublicense, transfer, share, lend, distribute or resell to any third party your right to access or use the Services or Platform (or any portion thereof);
7. not use any data mining features, robots, spiders or similar data gathering and extraction tools in your use of the Services or Platform whether to retrieve, index, “scrape,” “data mine,” or in any way gather content or data from the Services or Platform, or otherwise circumvent the navigational structure or presentation of the Services or Platform, or manipulate the Platform; and
8. not circumvent, disable, override or otherwise interfere with any security-related features of the Services or Platform, or any other features that prevent or restrict use, copying, data mining or otherwise or enforcement of the limitations on the use of the Services or Platform.
In the event that you breach these Terms we reserve our right, without liability or prejudice to any rights to you, to:
1. disable your access to the Platform or Services and/or
2. terminate your right to use the Platform and/or Services.

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PRIVACY AND PERSONAL INFORMATION

We value your privacy. Please review our Privacy Policy to learn more about how we collect and use information about you.
You shall comply with all applicable requirements of all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and any relevant legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications) (“Data Protection Legislation”).
You will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of any personal data to any User or us via the Platform or otherwise for the duration and purposes envisaged under these Terms and so that we may lawfully use, process and transfer any personal data in accordance with these Terms. For the avoidance of doubt this shall include where you direct us to confirm participation of a third party in a project and to create an account in the Platform and link to your Project.
You shall ensure that you have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures.
You consent to us appointing suitable third party processors as third-party processors of personal data.
We may at any time revise our data protection obligations under these Terms.
We shall be permitted to use aggregated and anonymised bench-marking data which is derived from any User Content or any use of the Platform by you as we determine and in our utter discretion for legitimate business purposes.

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ACCEPTABLE USE

Users of the Platform and Services shall not (except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms):
1. send unsolicited communications or materials to other users outside the Platform in a way that could be perceived to circumvent the Platform. We understand that you may have a preexisting relationship with other users independent of each user’s use of the Services and Platform, but Users should refrain from sending unsolicited communications to users with whom they do not have a preexisting relationship.
2. make any offensive comments based on a person’s age, race, gender identity, sexual preference or disability in any communications with other users or within any User Content;
3. send unlawful, hateful, racist, libelous, defamatory, profane, obscene, indecent, pornographic, sexual or otherwise objectionable content or language in any communications with other users or within any User Content;
4. defame, libel, ridicule, mock, disparage, threaten, harass, intimidate or abuse anyone;
5. speak disparagingly to our staff or to other users;
6. make any rude, inappropriate, violent, or abusive statements to our staff or exhibit rude, inappropriate, violent or abusive behaviour on the Platform;
7. promote violence, illegal drug use, or substance abuse or describe how to perform a violent act, use illegal drugs or abuse other substances via the Platform or in any User Content;
8. violate the contractual, personal, intellectual property or other rights of any person, or promote illegal activity;
9. reveal any personal information about another individual;
10. attempt to impersonate any other party;
11. create user accounts by automated means or under false pretenses or mislead others as to the origins of your communications;
12. trick, defraud, deceive or mislead us or other users;
13. make improper use of the our services or submit false reports of abuse or misconduct;
14. create or transmit unwanted electronic communications such as "spam," to other users or members of the Platform, or otherwise interfere with other users' or members' enjoyment of the Platform;
15. damage or otherwise harm, in our opinion, us and/or the Platform;
16. introduce or permit the introduction of, any virus or vulnerability into the Platform or Services
17. attempt to clone, benchmark, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform and/or any software contained therein (as applicable) in any form or media or by any means; or
18. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software in the Platform; or
19. access all or any part of the software in the Platform in order to build a product or service which competes with the Platform; or
20. use the Platform or Services to provide services to third parties not on the Platform; or
21. use the Platform or Services for unlawful purposes; or
22. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform or Services available to any third party; or
23. attempt to obtain, or assist third parties in obtaining, access to the Platform or Services including without limitation any unauthorised third parties attempting to undertake unauthorised maintenance and/or support;
You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, promptly notify us.
Notwithstanding its other rights we may at any time suspend access to the Platform whilst we investigate any issues raised against a User.

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INTELLECTUAL PROPERTY RIGHTS

You acknowledge and agree that Sensible Spark and/or its licensors own all intellectual property rights in the Platform and software contained therein. For the avoidance of doubt as set out above this is not User Content nor Third Party Content which is not owned by Sensible Spark but licenced for its use under these terms or terms with the relevant user.
Subject to your acceptance of these Terms, we grant you a non-exclusive, revocable, non-assignable, non-sublicensable, non-transferable limited right to access and use the Platform and the Services.
Except as expressly provided herein, nothing in these Terms gives you a right to use the Platform, Services, our Content, our intellectual property rights in the Platform, or our trade marks, trade names, service marks, logos, domain names, or other brand features. Sensible Spark and its licensors reserve all rights not expressly granted in these Terms.
We confirm that we have all the rights in relation to the Platform that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms.
By uploading or otherwise providing any User Content through your use of the Services or Platform, whether through your User Account or otherwise, you hereby grant to us a non-exclusive, non-transferable, royalty-free, fully paid-up, irrevocable, worldwide right and license to use, display, catalogue, perform, exhibit, reproduce, compile, make available and otherwise use such Content to perform the Services and operate the Platform or as otherwise agreed with you in writing.
Following the termination of these Terms for any reason, we shall have the irrevocable, royalty-free, fully-paid-up, perpetual, worldwide right and license to use any of your User Content on the Platform, for archival purposes, and for enforcing our rights under these Terms.
Sensible Spark shall not seek additional permission from you for any permitted uses and you expressly waive any right of approval or compensation for such uses.
Sensible Spark shall not be restricted from working with other creators on any ideas, concepts, know-how or techniques which may be similar to those in any of your User Content.
You understand that your User Content may at your request be made public via the Platform or the Services and accordingly due to the nature of the Platform we have no responsibility to preserve any confidentiality in any of your User Content that you agree to use on the Platform or make available via the Services. We shall use reasonable endeavours to implement any restrictions on your User Content that are agreed with us in advance, but you understand and agree that once the User Content is made available such measures may be outside of control.

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NO ADVICE

You understand and agree that Sensible Spark is not providing investment, legal, tax, financial, accounting or other advice to you or any other party via the Platform or Services
Sensible Spark is not acting as an advisor or fiduciary in any respect. You will use your own independent judgment before making any decision.
You must obtain such professional advice as is appropriate to protect your interests, including without limitation legal, tax, accounting and other advice.

NO PARTNERSHIP OR AGENCY.

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It is expressly understood and agreed that neither these Terms nor anything in it shall constitute or be deemed to establish a partnership, agency relationship or joint venture between us (or any of its offices, employees or agent) and any User (or any of a User’s offices, employees, agents or shareholders). Furthermore, neither the User nor any of its offices, employees or agents shall be authorised to make representations or take any other action whatsoever on behalf of Sensible Spark. In accessing or using the Services or Platform, no User will have no authority to bind Sensible Spark in any way and nor will have the right or authority to make any representations to prospective users, Users or other third parties on behalf of Sensible Spark.

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LIABILITY

We shall use commercially reasonable endeavours to make the Platform available 24 hours a day, seven days a week, except for:
1. planned maintenance; and
2. unscheduled maintenance.
The Platform is provided on an ‘as is’ and on an ‘as available’ basis.
We may alter, suspend or discontinue the Platform (or any part of it) at any time and without notice.
We will not be liable to you if the Platform (or any part of it) is unavailable at any time and for any period.
Changes may, from time to time, be made to the Platform and/or Services for example, to reflect changes in relevant laws and regulatory requirements, or to address technical or security issues. These changes should not normally affect your use of the Platform.
All services performed by us will be carried out with reasonable skill and care. This shall not apply to the extent of any non-conformance which is caused by your use of the Platform or Services contrary to our instructions or directions, or modification or alteration of the Platform by any party other than us
We do not warrant that:
1. Any use of the Platform will be uninterrupted or error-free.; or
2. that the Platform will meet your requirements; or
3. that the Platform or any software will be free from any vulnerabilities; or
4. the Platform software or services will comply with any heightened cybersecurity requirements; or
5. the Platform will be compatible with any specific device.
We shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including without limitation the internet, and you acknowledge that the Platform and Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

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LIMITATION OF LIABILITY

Except as expressly and specifically provided in these Terms and to the maximum extent permitted by law:
1. you assume sole responsibility for any and all results obtained from the use of the Platform and Services and for conclusions drawn from such use or any action taken as a result.
2. We shall have no liability for any damage caused by errors or omissions in any information, instructions, data or scripts provided to us by you or any user in connection with the use of the Platform, or any actions (or inaction) taken by us at your direction;
You acknowledge and agree that to the maximum extent permitted by law all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded in respect of its agreement with us.
Nothing in these Terms excludes our liability:
1. for death or personal injury caused by our negligence; or
2. for fraud or fraudulent misrepresentation; or
3. for any other liability which cannot be legally excluded
To the maximum extent permitted by law we shall not be liable to you whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms.
Notwithstanding these Terms and to the maximum extent permitted by law our total aggregate liability in contract, tort (including without limitation negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of its agreement with you shall be limited to the lower of £1000 and the Fees.

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INDEMNITY

At all times you are responsible for your use of the Platform and Services.
At all times you are responsible for the integrity and accuracy of your User Content.
At all times you shall defend, indemnify and hold us harmless against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Platform and/or any Services.
At all times you shall defend, indemnify and hold us harmless against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with
1. User Content, including without limitation in respect of any data protection obligations;
2. any use of your User Content as permitted or envisaged under these Terms or in the carrying out the Services;
3. your use of any other Third Party Content whether made available by the Platform or otherwise;
At all times each Project Owner shall defend, indemnify and hold us harmless against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with
1. Any complaint or action taken by any third party that you request be connected to your Project and therefore be invited to join the Platform;
2. Any issues arising out of us connecting you with any third party at your request.

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TERMINATION

Without affecting any other right or remedy available to it, either we or you may terminate these Terms with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of the Terms which breach is irremediable or (if such reach is remediable) fails to remedy the breach within a period of 14 days after being notified to do so; and/or

(b) the other shall have a receiver or liquidator appointed, shall pass a resolution for winding up (otherwise than for the purpose of amalgamation or reconstruction), if a Court shall make an order to that effect, if the other party shall enter into composition or arrangement with its creditor(s) or shall become insolvent. Such an event shall be deemed to be a material breach incapable of remedy.

On termination for any reason:
1. all licences granted to you to use the Platform and/or any of our software shall immediately terminate and you shall immediately cease all use of the Platform;
2. the Fees shall remain due and payable
3. We may destroy or otherwise dispose of any of the User Content;
4. You will lose access to Third Party Content via the Platform;
5. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

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THIRD PARTY PLATFORMS

The Platform may contain links to other websites not controlled by Sensible Spark. We are not responsible for the content, accuracy or opinions expressed on such websites, and you acknowledge and agree that you access such third party websites, services, products or content at your own risk and are wholly responsible for making your own independent judgment regarding your use or interaction with the same.

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MISCELLENAOUS

Changes to the Terms

We reserve the right to modify or update these Terms from time to time in our sole discretion by posting the revised version on this Platform. We may also notify you of changes by via email. Changes to the Terms shall be effective immediately upon posting on the Platform or transmission of such email (whichever occurs first). Your continued access or use of the Services or Platform after any changes to these Terms shall constitute your agreement and consent to such changes.

Assignment and Other Dealings

You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of your rights and obligations under these Terms. We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and may subcontract or delegate in any manner any or all of our obligations under these Terms to any third party.

Entire Agreement

These Terms and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter. You acknowledge that in entering into these Terms you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence or any document 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.

Third Party Rights.

Except as expressly set out in these Terms, a person who is not party to these Terms will have no rights to enforce any of its terms.

Waiver

No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Severance

If any provision or part-provision of these Terms are or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.

Dispute Resolution; Governing Law and Jurisdiction

If you have any concerns or disputes about the Platform or Services, we encourage you to contact us first to resolve the matter informally.
You are solely responsible for your interactions with other Users of the Platform or Services. We reserve the right, but have no obligation, to monitor and/or manage disputes between you and other Users. If you have a dispute with another User, you hereby release Sensible Spark, and agree to indemnify Sensible Spark, from and against all claims, demands, damages (actual and consequential) costs, loss, legal fees, and other liabilities of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).

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