These General Terms & Conditions and any information relating to the Service/Package purchased from Spring Signage Ltd forms the Agreement between Us. If any of these General Terms & Conditions are inconsistent with any terms set out in Spring Signage Ltd Service specific terms & conditions, the Service specific terms & conditions shall prevail.
1.1 "Agreement" means any agreement to which these terms & conditions are incorporated.
1.2 "Spring Signage Ltd" means Spring Signage Ltd with registered company number 07811749.
1.3 "Package" means a collection of Services.
1.4 "Prices" means the Prices for the Services set out in order form or as otherwise notified to You.
1.5 "Services" means the Services to be provided by Spring Signage Ltd.
1.6 "You/Your" means the person or company who purchases Services from Spring Signage Ltd.
1.7 "Xibo" is an Open Source Digital Signage Solution developed and maintained by Spring Signage Ltd.
2. Duration and Automatic Renewal of Services
2.1 Unless specifically stated to the contrary in the details of the Service and/or Package You purchase, all Services for which payment is required on an annual basis are provided for a fixed annual (i.e. 12 month) term.
2.2 Unless specifically stated to the contrary in the details of the Service and/or Package You purchase, all Services for which payment is required annually in advance shall be provided for a fixed annual (i.e. 12 month) term. The contract will automatically renew on its anniversary date and continue for successive further 12 month periods, unless terminated in accordance with these General Terms & Conditions or the Services or Package specific terms, if different to these General Terms & Conditions.
2.3 Unless specifically stated to the contrary in the details of the Service and/or Package You purchase, all Services for which payment is required biennially in advance shall be provided for a fixed biennial (i.e. 24 month) term. The contract will automatically renew on its anniversary date and continue for successive further 24 month periods, unless terminated in accordance with these General Terms & Conditions or the Services or Package specific terms, if different to these General Terms & Conditions.
2.4 Please be aware that unless You terminate the Services in accordance with clause 3 below or the Services or Package specific terms, the Services will automatically renew on the anniversary date of the contract for a successive contract term and You will be responsible for a further 12 or 24 months Prices whichever is applicable. If you choose to terminate the Services any time after the anniversary date of the contract You will still be required to pay the Prices for the remaining period of the then current term of the contract.
3.1 You are entitled to cancel the Services by submitting a cancellation request to our support team via email no less than 14 days prior to the anniversary date of the contract term or the relevant service specific terms & conditions pertinent to the Services or Package you have purchased.
3.2 Spring Signage Ltd reserves the right to cancel and/or suspend Your Service at any time without notice if You breach these General Terms & Conditions and/or Service Specific Terms & Conditions..
4.1 Charges due on a pre-pay basis (together with account set-up fees, where applicable), are non-refundable.
4.2 In the event that Spring Signage Ltd cancels Your Service for reasons other than Your breach of contract, You will be entitled to a pro rata refund based upon the remaining period of Your current contract term.
4.3 If You contravene Your Agreement with Spring Signage Ltd, a refund will not be issued in the event of a cancellation.
4.4 Credit notes can only be used for payment (or partial payment) of Your Service, and are non-refundable.
5.1 All Services and Packages must be paid for in advance in accordance with the specific provisions of that Service or Package.
5.2 Payment will be due on the basis of the Service and/or Package You have selected. If You have purchased Services on an annual (12 month) You will be required to pay annually.
5.3 You will be automatically charged the Price again on the anniversary date of the contract term unless You have cancelled the Services in accordance with Spring Signage Ltd’s cancellations procedure set out in clause 3 above. Payment of the Price will be invoiced 14 days prior to the anniversary date of the contract term.
5.4 Spring Signage Ltd reserves the right to change the Prices and/or nature of its Services by giving You written notice of those changes. Notice of changes to Prices and/or Services will be given by e-mail to the e-mail address held in Your Spring Signage Ltd Account. If You have already purchased a particular Service then the change in the Price or nature of that Service will only become effective when the Service reaches the end of its current term. You will be charged the new Price when the Service is automatically renewed at the end of the current term.
5.5 All payments must be made in the currency indicated at checkout or in the invoice, inclusive of applicable taxes.
5.6 You warrant that You are lawfully authorised to make payment using the payment card or facility You disclose to Spring Signage Ltd. In the event that You are not the named card holder, You acknowledge that You and the party who is the named card holder both accept Spring Signage Ltd’s Terms & Conditions and are jointly and severally liable for the payment of all Prices for which payment will be taken from the payment card, the details of which You have provided. You will indemnify and hold Spring Signage Ltd harmless in the event that the cardholder or issuer declines any transaction for payments to Spring Signage Ltd, including all of Spring Signage Ltd costs in administering Your non-payment and obtaining payment of those Prices due.
5.7 Where You provide Spring Signage Ltd with information relating to a third party, including but not limited to the use of their payment details, either in accordance with clause 5.6 above or for any other purpose, You warrant that You have obtained express consent from the third party for Spring Signage Ltd to use their information and you consent that we may share your information, including but not limited to the Services You have purchased, to enable the third party to ascertain the terms of your Agreement with Us and why we are authorised to take payment from the third party’s payment card or PayPal account, if necessary, to contact the third party for the purposes of this Agreement.
5.8 Spring Signage Ltd reserves the right to suspend Services until payment is received in full and all outstanding debt is cleared. Any non-payment of a recurring invoice may be subject to a £20 administration charge. You are responsible for all money owed on the account from the time it was established until Spring Signage Ltd accepts Your cancellation request. You are responsible for any additional costs incurred by Spring Signage Ltd in the collection of outstanding debt.
5.9 You are required to have a valid email address registered to Your account at all times, failure to do so will result in automatic suspension of Your account.
5.10 PayPal – Payments processed by PayPal are subject to PayPal’s terms and conditions of Service, and Spring Signage Ltd makes no representations or warranties with respect to those Services.
5.11 No bills or invoices will be sent by regular mail. All invoices will be sent directly to You via email shortly after the purchase or automated renewal transaction is completed.
5.12 If You fail to pay all Prices due, Spring Signage Ltd reserves the right to interrupt, suspend or cancel the Services to You. Such interruption, suspension or cancellation does not relieve You from paying all Prices which are overdue and payable to Spring Signage Ltd.
5.13 Any unused Credit notes on Your Account will be taken in payment of Your Service. Where the value of the unused Credit note is less than the total payment due, the remainder of the balance will be invoiced to You.
6.1 If You withdraw any payments made via a bank, credit card or PayPal account (a “chargeback”) You may be subject to a administration fee of £50, should Spring Signage Ltd deem the chargeback to be unfair. Spring Signage Ltd also reserves its right to defend such chargebacks and recover the original monies from You or the card issuer.
6.2 If a chargeback is made, Spring Signage Ltd reserves the right to interrupt, suspend or cancel the Services. Such interruption, suspension or cancellation does not relieve You from paying the original Prices which are overdue and payable to Spring Signage Ltd.
7. Appropriate Service Use
7.1 Spring Signage Ltd reserves the right to refuse Service and/or access to its servers and/or Services to anyone.
7.2 Spring Signage Ltd does not allow any content which breaches our Acceptable Use Policy to be stored on its servers:
7.3 Refusal of Service based on the content being contrary to our Acceptable Use Policy is entirely at the discretion of Spring Signage Ltd.
7.4 Spring Signage Ltd reserves the right to move Your data to a different server with no previous notice.
8. Scheduled maintenance
8.1 To guarantee optimal performance on the servers, it is necessary for Spring Signage Ltd to perform routine maintenance. Such maintenance often requires taking Spring Signage Ltd servers off-line, typically performed during off-peak hours. Spring Signage Ltd will give You advance notice of maintenance requiring the servers to be taken off-line whenever possible.
9.1 We will endeavour to provide a continuous high quality service. If You experience problems with Your Service, You should consult Spring Signage Ltd support website and search for a resolution to Your problem in Spring Signage Ltd Knowledge Base. You will also find Spring Signage Ltd support contact details on Spring Signage Ltd support website at https://xibo.org.uk/contact.
9.2 Please note we may require suspension of some of Spring Signage Ltd Services for short scheduled periods to carry out maintenance or repair to Spring Signage Ltd Services. Information concerning scheduled downtime is available on the Spring Signage Ltd support website, as are details of any interruptions to Spring Signage Ltd Services.
10. Reselling of Services
10.1 All Services are intended for use by the primary owner only, should you choose to resell, store or give away Services or Xibo for Android Licences to other parties You agree that such activity will be undertaken at your own risk. You also accept responsibility for ensuring that all end users abide by these terms of service and the Xibo for Android End User Licence Agreement.
10.2 Spring Signage Ltd accept no liability to you or any third parties for losses arising from the Reselling of services as detailed in 10.1.
10.3 Spring Signage Ltd reserve the right to suspend access to the automated management facilities of the Reseller account including the API (Application Programming Interface) if a customer’s use is deemed to be affecting the platform for which Spring Signage Ltd delivers the Services.
10.4 Resellers shall ensure that each of their clients complies with this Agreement and the Xibo for Android End User Licence Agreement which can be found here: http://springsignage.com/eula-android/.
10.5 Resellers are responsible for supporting their clients. Spring Signage Ltd does not provide support to clients of Spring Signage Ltd’s resellers. If a reseller’s client contacts Spring Signage Ltd, Spring Signage Ltd reserves the right to place a reseller client account on hold until the reseller can assume responsibility for the reseller’s client. All support requests must be made by the reseller on its client’s behalf for security purposes.
10.6 Resellers are also responsible for all content stored or transmitted under their reseller account and the actions of their clients. Spring Signage Ltd will hold any reseller responsible for any of their client’s actions that violate the law or this Agreement or the Xibo for Android End User Licence Agreement.
10.7 Spring Signage Ltd is not responsible for the acts or omissions of our resellers. The reseller hereby agrees to indemnify Spring Signage Ltd from and against any and all claims made by any User arising from the reseller’s acts or omissions.
10.8 Spring Signage Ltd reserves the right to revise our Reseller Program at any time. Changes shall take effect when posted online or on any subsequent date as may be set forth by Spring Signage Ltd.
10.9 Resellers in the Spring Signage Ltd Reseller Program assume all responsibility for billing and technical support for each of the Users signed up by the reseller.
11. Data Usage
11.1 If You exceed the limits on Spring Signage Ltd products then we will automatically charge You for the additional space You use at Spring Signage Ltd current Prices. For example if You have a 150MB of storage and 200MB is in use at any point during a month then we will charge for the extra 50MB in that month.
12. Ownership of data
12.1 All data created or stored by You within Spring Signage Ltd’s applications and servers are Your property. Spring Signage Ltd shall allow access to such data by only authorised Spring Signage Ltd personnel. Spring Signage Ltd makes no claim of ownership of any media, layout, or any other type of data contained within the account holder’s server space or within applications on Spring Signage Ltd’ servers.
12.2 You are responsible for backing up Your data.
13.1 It is the account owner’s responsibility to keep his/her password(s) confidential, and to change the password on a regular basis. Spring Signage Ltd is not responsible for any data losses or security issues due to stolen passwords. Spring Signage Ltd recommends that You use passwords that contain numbers and symbols in order to prevent unauthorized users from guessing commonly-used choices (i.e. “12345”, “password”, etc.).
14. Your personal details
14.1 Please note that whilst Your email is primarily used for billing purposes, Spring Signage Ltd reserves the right to email You information about enhancements to Spring Signage Ltd systems and product offerings. You can unsubscribe from marketing communications within your customer portal.
15. Disclaimers and Warranties
15.1 Spring Signage Ltd does not backup your data/installation beyond what has been advertised in your plan and whilst every attempt would be made in the unlikely event of any corruption or hardware failure, Spring Signage Ltd cannot guarantee to be able to replace lost data. This includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all Service interruptions caused by Spring Signage Ltd and its employees.
15.2 Spring Signage Ltd makes no warranties or representations that any Service will be uninterrupted or error-free. You accept all Services provided hereunder “as is” without warranty of any kind.
15.3 So far as permitted by law and particularly in respect of non-consumers, all implied conditions, warranties and terms (whether express or implied by statute, common law, custom or otherwise) including, but not limited to, those relating to the exercise of reasonable care and skill, fitness for purpose and satisfactory quality (where applicable) are hereby excluded in relation to each of the Services to be provided hereunder to the fullest extent permitted by law.
15.4 For the avoidance of doubt, any use of the Services and/or any Package in the course of conducting business shall give rise to you being a non-consumer and the provisions of this Agreement affecting the statutory consumer protection you would otherwise be afforded as a consumer shall not apply.
16.1 Spring Signage Ltd shall not be liable for any loss or damage of whatsoever nature suffered by You arising out of or in connection with any breach of this Agreement by You or any act, misrepresentation, error or omission made by You or on Your behalf.
16.2 Spring Signage Ltd will not be liable for any indirect loss, consequential loss, loss of profit, revenue, data or goodwill howsoever arising suffered by You or for any wasted management time or failure to make anticipated savings or liability You incur to any third party arising in any way in connection with this Agreement or otherwise whether or not such loss has been discussed by the parties pre-contract or for any account for profit, costs or expenses arising from such damage or loss.
16.3 No matter how many claims are made and whatever the basis of such claims, Spring Signage Ltd's maximum aggregate liability to You under or in connection with this Agreement in respect of any direct loss (or any other loss to the extent that such loss is not excluded by other provisions in this Agreement) whether such claim arises in contract or in tort shall not exceed a sum equal to the fees paid by You for the Services in relation to which Your claim arises during the 12 month period prior to such claim.
16.4 None of the clauses herein shall apply so as to restrict liability for death or personal injury resulting from the negligence of Spring Signage Ltd, its employees or its sub-contractors.
16.5 Spring Signage Ltd shall not be liable for any interruptions to the Services or outages arising directly or indirectly from:-
16.5.1 interruptions to the flow of data to or from the internet;
16.5.2 changes, updates or repairs to the network or software which it uses as a platform to provide the Services;
16.5.3 the effects of the failure or interruption of Services provided by third parties;
16.5.4 factors outside of Spring Signage Ltd’ reasonable control;
16.5.5 Your actions or omissions (including, without limitation, breach of Your obligations set out in the Agreement) or those of any third parties;
16.5.6 problems with Your equipment and/or third party equipment;
16.5.7 interruptions to the Services requested by You.
17. Force Majeure
17.1 Spring Signage Ltd shall not be responsible for any failure to provide any Services or perform any obligation under the Agreement because of any act of God, strike, lock-outs or other industrial disputes, whether involving the workforce of Spring Signage Ltd (or any other party) or compliance with any law of governmental or any other order, rule, regulation or direction, accident, fire, flood, storm or default of suppliers, work stoppage, war, riot or civil commotion, equipment or facilities shortages which are being experienced by providers of telecommunication Services generally, or other similar force beyond its reasonable control.
18.1 The failure of Spring Signage Ltd to require Your performance of any provision shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by Spring Signage Ltd of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
19.1 The provisions, terms, conditions representations, warranties, covenants, and obligations contained in or imposed by this Agreement which by their performance after the termination of this Agreement, shall be and remain enforceable notwithstanding termination of the Agreement for any reason. However, neither party shall be liable to other for damages of any sort resulting solely from terminating this Agreement in accordance with its terms but each party shall be liable for any damage from any breach by it of this Agreement.
20.1 You agree that any notice or communications required or permitted to be delivered under this Agreement by Spring Signage Ltd to You shall be deemed to have been given if delivered by e-mail, in accordance with the contact information You have provided.
21. Governing Law
21.1 Your rights and obligations and all contemplated by this Agreement shall be governed by English law and You submit to the exclusive jurisdiction of the English Courts.
22. Legal Fees
22.1 If any legal action or proceeding, including arbitration, relating to the performance or the enforcement of any provision of this Agreement is brought by any party to this Agreement, the prevailing party shall be entitled to recover reasonable legal fees, expert witness fees, costs and disbursements, in addition to any other relief to which the prevailing party may be entitled.
23.1 You shall not assign, sub-license or transfer Your rights or obligations under this Agreement to any third party without the prior written consent of Spring Signage Ltd However, in the event that Spring Signage Ltd consents to such an assignment, sub-license or transfer, then this Agreement shall ensure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
24. Entire Agreement
24.1 This Agreement constitutes the entire Agreement between the parties and agreements are representations or warranties, express or implied, statutory or otherwise and no agreements collateral here to than as expressly set or referred to herein. This Agreement supersedes any prior agreements, representations, statements, negotiations, understandings, proposals or undertakings, oral or written, with respect to the subject matter expressly set forth herein.
25. Amendment in Writing
26. Further Assurances
26.1 The parties shall execute such further and other documents and instruments and take such further and other actions as may be necessary to carry out and give full effect to the transactions contemplated by this Agreement.
27. Relationship of the Parties
27.1 Nothing in this Agreement shall be construed as creating an agency relationship, partnership or joint venture between the parties.
28. Joint and Several Obligations
28.1 If any party consists of more than one entity, their obligations hereunder are joint and several.
29. No Third Party Beneficiaries
29.1 This Agreement does not provide and shall not be constructed to provide any third parties, with any remedy, claim, cause of action or privilege.
30.1 In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. Spring Signage Ltd will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, the original objectives and intent of Spring Signage Ltd as reflected in the original provision.
31. Software as a service
31.1 The Xibo Digital Signage solution free software and is provided as a service under the license terms it is released under.
31.2 Spring Signage Ltd offer no extra warranty or guarantee for the Xibo Digital Signage Solution.
32. Free of Charge Services
32.1 Spring Signage Ltd may, from time to time, offer free services
32.2 Spring Signage Ltd retains the right to charge you an application fee or subscription fee you for ongoing use of these free services. (with your explicit consent)
Please note: by signing up for any of Spring Signage Ltd’s Services, whether under the Spring Signage or the Xibo brands, You agree to be bound by all Spring Signage Ltd terms and conditions.