This Customer Terms and Conditions Agreement (the “Agreement”) sets out the terms on which Spinview Limited (“Spinview”, “we”, “us” or “our”) provides access to the Spinview Platform and related services.
The Agreement works alongside the Order Form, which sets out the commercial terms of the customer’s (“Customer”, “you”, “your”, COMPANY) specific subscription, including the Services ordered, the Fees, the Effective Date, and the Term.
Together, the Order Form, this Customer Terms and Conditions Agreement and its Annexes form the contract between Spinview and the Customer.
1.1 The Agreement. The Agreement comprises:
1.2 the Order Form;
1.3 any Service Description referenced in the Order Form;
1.4 this Customer Terms and Conditions Agreement, including
(i) Annex A (Service Level Agreement),
(ii) Annex B (Acceptable Use Policy) and
(iii) Annex C (Data Processing Details).
1.5 Order of precedence. If there is any conflict between the documents in clause 1.1, the document higher in the list prevails, but only to the extent of that conflict.
1.6 Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes any previous arrangement, understanding or agreement relating to its subject matter. Each party acknowledges that, in entering into the Agreement, it has not relied on any statement, representation, assurance or warranty other than those expressly set out in the Agreement, and waives all rights and remedies that would otherwise be available in respect of any such statement, representation, assurance or warranty.
2.1 Acceptable Use Policy means Annex B.
2.2 AI Outputs means Outputs that are generated by, or with the assistance of, artificial intelligence or machine learning systems forming part of the Platform.
2.3 Authorised User means an employee, agent or contractor of the Customer authorised by the Customer to access the Platform under the Customer’s account.
2.4 Confidential Information means information disclosed by one party to the other, in any form, which is marked confidential, or which a reasonable person would understand to be confidential from its nature or the circumstances of disclosure.
2.5 Customer Data means all data and information uploaded to, generated within, or processed by the Platform by or on behalf of the Customer or its Authorised Users, including Personal Data and Customer Inputs.
2.6 Customer Inputs means data, files, documents, images, sensor data, meter readings, asset information and any other materials supplied to the Platform by or on behalf of the Customer.
2.7 Data Protection Laws means all laws applicable to the processing of Personal Data, including the UK GDPR, the Data Protection Act 2018, and (where relevant) the EU GDPR.
2.8 Data Processing Details means Annex C.
2.9 Effective Date means the date specified as such on the Order Form.
2.10 Fees means the subscription fees, setup fees, managed services fees, hardware procurement fees and any other amounts payable by the Customer for the Services, as set out in the Order Form.
2.11 Force Majeure Event has the meaning given in clause 20.
2.12 Initial Term has the meaning given in clause 8.3.
2.13 Intellectual Property Rights means all patents, copyright and related rights, trade marks, trade names, rights in designs, database rights, rights in confidential information and know-how, and any other intellectual property rights, in each case whether registered or unregistered, and including all applications, renewals, and equivalent rights anywhere in the world.
2.14 Managed Services means any onboarding, technical support beyond standard subscription support, data hygiene, asset enrolment, configuration, training or other professional services provided by Spinview under an Order Form, as further described in that Order Form.
2.15 Order Form means the document signed or accepted by the Customer that specifies the commercial terms of the subscription, including the Services ordered, the Fees, the Effective Date, the Pilot Period (if any), the Initial Term length, and any deal-specific additional terms.
2.16 Output means any report, dashboard, evidence pack, data export, visualisation, or other material generated by the Platform using Customer Inputs.
2.17 Personal Data has the meaning given in the UK GDPR.
2.18 Pilot Period means an evaluation period specified in the Order Form.
2.19 Platform means the Spinview intelligence software-as-a-service platform for buildings and cities, including the Reality Viewer, document library, live data performance management and monitoring all hosted software, application programming interfaces, dashboards, visualisations, artificial intelligence and machine learning systems, and Outputs, as made available to the Customer under the Order Form.
2.20 Renewal Term has the meaning given in clause 8.4.
2.21 Security Incident means any actual or reasonably suspected unauthorised access to, disclosure of, loss of, alteration of, or destruction of Customer Data within the Platform.
2.22 Services means the access to and use of the Platform provided by Spinview to the Customer under the Agreement, together with any Managed Services and any hardware procured by Spinview as the Customer’s purchasing agent, in each case as described in the Order Form and the applicable Service Description.
2.23 Service Description means the document referenced in the Order Form describing the specific Services purchased by the Customer and any product-specific terms applicable to those Services.
2.24 Service Level Agreement means Annex A.
2.25 Setup Fees means the one-off implementation, onboarding or configuration fees payable by the Customer on the Effective Date or as otherwise specified in the Order Form.
Spinview Materials: the Spinview Systems including the Platform, and any other information, data, documents, devices, know-how, methods, hardware, software, and other materials that are provided or used by Spinview in connection with the Services or otherwise comprise or relate to the Services or the Spinview Systems.
Spinview Personal Data: any personal data which Spinview processes in connection with this Agreement, in the capacity of a controller.
Spinview Systems: the information technology infrastructure used by or on behalf of Spinview in performing the Services, including the Platform, all computers, software, models, algorithms, hardware, databases, models, AI Technology, electronic systems (including database management systems), and networks operated by or on behalf of Spinview and any derivatives or improvements thereto.
2.26 Sub-processor means a third party engaged by Spinview to process Personal Data on the Customer’s behalf.
2.27 Term means the Initial Term together with any Renewal Term.
2.28 UK GDPR means the United Kingdom General Data Protection Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
2.29 Viewer means the visual layer of the Platform that provides navigable representations of buildings, networks, infrastructure and spaces, including 360-degree imagery, 3D models, drawings, scans and related visual content.
2.30 References to the singular include the plural and vice versa. References to a person include legal entities. “Including” means “including without limitation”. A reference to a statute includes any amendment, re-enactment or replacement.
3.1 Right to use the Platform. Subject to the Customer’s compliance with the Agreement, Spinview grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Term for the Customer’s own internal business purposes, including submitting Customer Input and receiving and using any Output on the terms of this Agreement.
3.2 Authorised Users. The Customer may permit its Authorised Users to access the Platform. The Customer is responsible for its Authorised Users’ compliance with this Agreement, and for any act or omission of an Authorised User as if it were the Customer’s own.
3.3 Access credentials. The Customer must keep all account credentials secure and notify Spinview promptly of any actual or suspected compromise. The Customer is responsible for all activity carried out under its credentials.
3.4 Service Description. The specific features, functionality, limits and exclusions of the Services purchased by the Customer are set out in the applicable Service Description. Spinview may update Service Descriptions from time to time in accordance with clause 19.
3.5 Managed Services. Where the Order Form provides for Managed Services, Spinview will provide those services with reasonable skill and care in accordance with the scope, deliverables and fees set out in the Order Form. Managed Services do not include any specific performance or outcome warranty unless expressly stated in the Order Form, and are subject to the warranties, disclaimers and liability provisions of this Agreement.
3.6 Hardware procurement. Where the Order Form provides for Spinview to procure hardware on the Customer’s behalf, either (in each case as set out in the Order Form):
(a) Spinview acts solely as the Customer’s purchasing agent. Title, risk, all warranties and all remedies in respect of the hardware pass directly from the manufacturer or supplier to the Customer, and Spinview gives no warranty and accepts no liability for the hardware, its performance, maintenance, repair, replacement or recall. Spinview will charge the manufacturer or supplier price plus the procurement administration fee set out in the Order Form; or
(b) Hardware is provided by Spinview directly under the terms of a separate hardware exhibit to this Agreement.
4.1 Ownership. As between the parties, the Customer owns all Intellectual Property Rights in Customer Data, Customer Inputs, and Outputs to the extent protectable under intellectual property law.
4.2 Licence to Spinview. The Customer grants Spinview a worldwide, royalty-free, non-exclusive licence to use, host, copy, process, transmit and display Customer Data and Customer Inputs as necessary to provide the Services and to comply with this Agreement.
4.3 Accuracy and rights. The Customer warrants that Customer Inputs are and at all times shall be accurate, complete, lawfully obtained, and that the Customer has and shall maintain all rights, consents, notices, permits and lawful bases necessary to upload Customer Inputs to the Platform (including via the Onboarding Form) and to grant the licence in clause 4.2. This warranty extends to any images, video, 360-degree captures, 3D scans or other visual content of physical premises, networks or spaces, including in respect of any individuals who are identifiable in that content.
4.4 Spinview may provide the Customer with the use of an onboarding form to assist the Customer in uploading Customer Inputs onto the Platform which may include connecting to the Customer’s systems (the Onboarding Form) which will then automatically update the relevant area of the Platform. The Customer acknowledges and agrees that, use of the Onboarding Form is at its risk and that the provisions of clause 5 shall apply to all Outputs produced from Customer Inputs uploaded by means of the Onboarding Form. Acceptable use. The Customer must comply with, and procure that each Authorised User complies with, the Acceptable Use Policy.
4.5 Anonymised data. Spinview may collect, use, and retain anonymised and aggregated data derived from Customer Data, Customer Inputs and Outputs to operate, develop, train, test and improve the Platform (including its artificial intelligence and machine learning systems), to produce benchmarks and aggregated industry intelligence, and to develop new or improved products, services and features. Anonymised and aggregated data used under this clause will not identify the Customer, any Authorised User, any data subject, any specific asset, or any specific physical location or use any Customer Confidential Information and will not constitute Customer Data.
5.1 What the Platform produces. The Platform processes Customer Inputs and produces Outputs, which may include reports, dashboards, calculated metrics, data exports, visualisations, navigable representations of physical spaces through the Reality Viewer, audit trails, evidence packs, and other materials. Some Outputs are generated using artificial intelligence and machine learning systems.
5.2 Outputs are tools, not determinations. Outputs are tools to help the Customer understand, manage, evidence, visualise and report on its assets, operations, networks and built environment. Outputs are not certifications, assessments, audits, regulatory determinations, assurance opinions, surveys, or professional engineering, surveying, health and safety or legal advice.
5.3 The Customer acknowledges and agrees that it does not and will not rely on any Output as the sole or primary basis for any decision, action, omission, or representation to any third party.
5.4 Regulatory and compliance use. The Customer acknowledges that Outputs are not designed or intended to meet any specific regulatory, certification, assurance or audit standard. Where the Customer uses any Output in connection with a regulatory, compliance, assurance, assessment, audit, certification or reporting regime:
(a) any assessment, certification, determination, assurance opinion or regulatory outcome is reached by the relevant regulator, assessor, auditor or other competent third party, and not by Spinview;
(b) responsibility for the accuracy, completeness and timeliness of any submission, declaration, return, filing or representation made to that regulator, assessor, auditor or third party rests with the Customer;
(c) Spinview gives no warranty that any Output will satisfy the specific requirements of any regulator, assessor, audit, assurance regime or third party, or that any Output will result in any particular regulatory or commercial outcome; and
(d) Spinview accepts no liability for any regulatory fine, penalty or sanction imposed on the Customer, any loss of accreditation, certification or authorisation suffered by the Customer, or any other regulatory or compliance consequence.
5.5 Visualisation, remote access and operational use. Where the Customer uses Outputs to view, inspect, navigate, train on, or otherwise remotely access representations of physical assets, networks or spaces (including through the Reality Viewer):
(a) Outputs are representations based on the data, images and content captured and provided as Customer Inputs;
(b) their accuracy depends on the quality, completeness and currency of the underlying Inputs and the conditions of capture; and
(c) Outputs are not a substitute for physical inspection, site survey, or qualified engineering, surveying or health and safety judgement before any operational, safety-critical, or investment decision.
5.6 Third-party reliance. The Customer must not represent that any Output has been verified, certified or endorsed by Spinview, and must not permit any third party to rely on any Output without Spinview’s prior written consent. The Customer is solely responsible for any sharing, disclosure or onward use of Outputs and for ensuring that any recipient understands the limitations of Outputs under this Agreement and complies with the limitations in this clause 5.
5.7 Customer’s duty to validate. The Customer must not rely on, act upon, submit, publish or otherwise use any Output unless and until it has independently reviewed and validated the Output using appropriate internal controls, underlying data verification, and competent professional judgement. Where the Output is intended for submission to a third party, the Customer is responsible for ensuring that the submission complies with that party’s requirements. All decisions, actions and omissions taken by the Customer or any third party based on Outputs are the sole responsibility of the Customer.
5.8 AI Outputs. AI Outputs may be generated using probabilistic and non-deterministic systems and may vary over time, including with identical inputs. AI Outputs may contain errors, omissions or inaccuracies, bias or unintended results (commonly referred to as “hallucinations”), and may not reflect real-world conditions. The duty to validate in clause 5.6 applies to all Outputs without exception, and applies with particular force to AI Outputs. Spinview gives no warranty as to the accuracy, fitness for purpose, or non-infringement of any AI Output.
5.9 Dependence on Inputs. The accuracy and completeness of Outputs depend on Customer Inputs. Spinview is not responsible for any Output to the extent it is affected by Customer Inputs that are inaccurate, incomplete, out of date, unlawfully provided, or captured under conditions that affect their usability.
5.10 No duty to update. Spinview has no obligation to update, correct or reissue any Output after it has been generated, and any Output may become inaccurate or out of date over time.
6.1 Fees. The Customer will pay the Fees set out in the Order Form. Fees may include Setup Fees, recurring subscription Fees, Managed Services Fees, hardware procurement charges (including administration fee), and any other amounts agreed in the Order Form.
6.2 Setup Fees. Setup Fees are invoiceable on the Effective Date and payable within 15 days, or on such other date as is specified in the Order Form. Setup Fees are non-refundable.
6.3 Subscription billing cycle. Subscription Fees and the Initial Term run from the first day of the calendar month following the Effective Date. Where the Effective Date falls part-way through a calendar month, the period from the Effective Date to the start of the Initial Term is invoiced on a pro-rata basis and added to the first invoice.
6.4 Pilot Period. Where the Order Form specifies a Pilot Period, the Fees for the Pilot Period are payable as set out in the Order Form.
6.5 Payment terms. Unless the Order Form says otherwise, invoices are invoiceable monthly or annually in advance and payable within 15 days of the invoice date. All Fees are exclusive of VAT, which Spinview will add at the applicable rate. The Customer must pay all Fees in pounds sterling (or such other currency as the Order Form specifies) in full without set-off, counterclaim, deduction or withholding.
6.6 Late payment. Without prejudice to any other right or remedy, if the Customer fails to pay any sum due by the due date, Spinview may charge interest on the overdue amount at 8% per annum above the Bank of England base rate from time to time, accruing daily from the due date until paid, whether before or after judgment. If any amount remains unpaid for more than 30 days after the due date, Spinview may exercise its rights under clauses 6.7 and 8.8.
6.7 Suspension for non-payment. Spinview may suspend access to the Services if any undisputed Fees remain unpaid for more than 30 days after the due date, on giving the Customer written notice. Spinview will reinstate access on receipt of the outstanding sums. Such suspension shall not relieve the Customer of its obligation to pay any Fees due under this Agreement.
6.8 Annual indexation. Spinview may increase Fees on each anniversary of the Effective Date by the greater of 5% or the percentage increase in the UK Consumer Prices Index over the preceding 12 months, on giving the Customer at least 30 days’ written notice.
6.9 Disputed invoices. If the Customer disputes any part of an invoice in good faith, the Customer must notify Spinview within 15 days of the invoice date, identifying the disputed amount and the reasons, and must pay the undisputed balance by the due date.
7.1 Spinview’s IP. Spinview and its licensors own all Intellectual Property Rights in the Spinview Systems. Except as provided in this Agreement, nothing in this Agreement grants the Customer any rights to, under or in, the Spinview Systems.
7.2 Customer’s IP. The Customer and its licensors retain ownership of Customer Data, Customer Inputs, and Outputs, subject to the licences granted in this Agreement.
7.3 Feedback. If the Customer gives Spinview suggestions, comments or feedback about the Platform, the Customer grants Spinview a perpetual, irrevocable, royalty-free, worldwide licence to use that feedback for any purpose.
8.1 Start. The Agreement starts on the Effective Date and continues for the Term.
8.2 Pilot Period. Where an Order Form specifies a Pilot Period, the Pilot Period forms part of the Initial Term.
8.3 Initial Term. Unless the Order Form specifies otherwise, the Initial Term is the Pilot Period (if any) plus 12 months. The Order Form may specify a longer Initial Term.
8.4 Renewal Term. The Agreement renews automatically at the end of each term for a further period equal in length to the Initial Term (excluding any Pilot Period) (each a Renewal Term), on the same terms as the Order Form, unless either party gives the other written notice of non-renewal at least 30 days before the end of the then-current Renewal Term.
8.5 Termination for material breach. Either party may terminate the Agreement by written notice if the other party:
(a) commits a material breach of the Agreement which is incapable of remedy;
(b) commits a material breach of the Agreement which is capable of remedy and has not been remedied within 60 days of the date on which the non-breaching party served written notice specifying the breach in reasonable detail and requiring its remedy; or
(c) becomes insolvent, enters into administration, receivership or liquidation, has a receiver appointed, makes a composition with its creditors, ceases trading, or any analogous event occurs in any jurisdiction.
8.6 Breach notice. A notice served under clause 8.5(b)must identify the alleged breach in reasonable detail and the steps required to remedy it. The breaching party has 14 days from receipt to dispute in writing whether a breach has occurred or whether it is material; where the breach is genuinely disputed, the 60-day remedy period starts only on resolution of that dispute, or, if not resolved within 30 days, on referral to the courts under clause 22.2.
8.7 Extension where remedy requires technical work. Where the remedy of a breach by Spinview reasonably requires development, testing, deployment or release of changes to the Platform, the 60-day remedy period is automatically extended to such longer period as Spinview reasonably requires (up to a further 60 days, so up to 120 days in total), provided that Spinview notifies the Customer within 14 days that the breach requires technical work, uses commercially reasonable efforts to implement an interim workaround, and provides reasonable progress updates.
8.8 Termination for non-payment. Without prejudice to Spinview's rights under clauses 6.6 and 6.7, if any undisputed Fees remain unpaid for more than 30 days after the due date, Spinview may, at any time while such Fees remain outstanding, terminate this Agreement by giving the Customer not less than 14 days' written notice.
8.9 Suspension. Spinview may suspend access to the Services (in whole or in part) where: (a) Fees are overdue under clause 6.7; (b) the Customer’s use of the Platform poses a security, legal or operational risk to the Platform or to other customers; or (c) the Customer is in breach of the Acceptable Use Policy. Spinview will give such advance notice as is reasonably practicable, and will reinstate access once the cause of suspension has been resolved.
8.10 Effect of termination. On termination of the Agreement: (a) all rights granted to the Customer end; (b) the Customer must stop using the Platform; (c) any Fees accrued to the date of termination become immediately payable; (d) each party must return or destroy the other’s Confidential Information (subject to legal retention requirements); and (e) any clause that by its nature is intended to survive termination will survive.
8.11 Customer Data after termination. On request made within 30 days of termination, Spinview may provide a one-off export of Customer Data in a structured, commonly used format at the Customer's cost. The export shall be provided in accordance with Spinview's applicable Client Offboarding Process in force at the time of termination. After 30 days, Spinview is under no obligation to retain Customer Data and may delete it in accordance with its retention policies, except as permitted under clause 8.12 or as required by law.
8.12 8.12 Anonymised and Aggregated Data Notwithstanding any other provision of this Agreement, Spinview may retain and use data derived from the Customer Data where such data has been irreversibly anonymised so that neither the Customer nor any individual can reasonably be identified.
8.13 Spinview may use such anonymised and aggregated data for the purposes of:
(a) developing, training, testing and improving the Platform and related artificial intelligence, machine learning and analytical models;
(b) creating statistical analysis, benchmarking, reporting and industry insights;
(c) improving the security, performance and functionality of the Platform; and
(d) internal business analytics and product development.
Any anonymised or aggregated data created by Spinview under this clause shall not constitute Customer Data.
8.14 Marketing and Case Studies Subject to the Customer's prior written consent where required, Spinview may identify the Customer as a customer of Spinview and may use the Customer's name, logo and high-level description of the services provided in marketing materials, customer lists, case studies, presentations and on its website.
Where the Customer has provided separate written approval, Spinview may also publish agreed case studies, testimonials, performance metrics or project outcomes.
The Customer may withdraw such approval at any time by providing reasonable written notice, provided that this shall not require Spinview to recall or amend materials already published.
8.15 No other termination rights. Save for clauses 8.4 (non-renewal), 8.5 (material breach) and 20.3 (prolonged Force Majeure), the Customer has no right to terminate this Agreement before the end of the then-current Initial Term or Renewal Term.
8.16 Termination without prejudice. Termination does not affect any right or remedy that has accrued before termination.
9.1 Obligation. Each party must: (a) keep the other party’s Confidential Information confidential; (b) use it only for the purposes of performing this Agreement; and (c) limit access to its personnel and professional advisers who reasonably need to know it and who are bound by equivalent confidentiality obligations.
9.2 Permitted disclosure. Either party may disclose Confidential Information where required by law, regulation, or a regulator or court of competent jurisdiction, but (where lawful and practicable) must give the other party reasonable advance notice.
9.3 Survival. The obligations in this clause 9 survive termination for 5 years.
10.1 Roles. For Personal Data processed by Spinview on the Customer’s behalf in providing the Services, the Customer is the controller and Spinview is the processor. Spinview may act as an independent controller for limited categories of data including authentication data and aggregated usage data used under clause 4.5.
10.2 Any processing of Spinview Personal Data shall be in compliance with the then-current version of Spinview's privacy policy available at https://spinview.io/privacy-policy (Privacy Policy). In the event of any inconsistency or conflict between the terms of the Privacy Policy and this Agreement, the Privacy Policy will take precedence.
10.3 Compliance. Each party will comply with its obligations under Data Protection Laws.
10.4 Processing details. The subject matter, duration, nature and purpose of processing, types of Personal Data, categories of data subjects, and other processing details required by Article 28 of the UK GDPR are set out in Annex C.
10.5 Spinview’s processor obligations. When acting as processor, Spinview will:
(a) process Personal Data only on the documented written instructions of the Customer, including this Agreement and any Order Form unless otherwise required by Data Protection Laws. Where Spinview is relying on Data Protection Laws as the basis for processing Processor Data, Spinview shall notify the Customer of this to the extent legally permissible. Spinview shall inform the Customer if, in the opinion of Spinview, the Customer’s instructions infringe Data Protection Laws;
(b) ensure personnel authorised to process Personal Data are bound by confidentiality obligations;
(c) implement appropriate technical and organisational measures to protect Personal Data;
(d) assist the Customer in responding to data subject requests and complying with its obligations on security, breach notification, impact assessments and consultations with the ICO, at the Customer’s cost;
(e) notify the Customer without undue delay on becoming aware of a Personal Data breach;
(f) at the Customer’s direction, delete or return Personal Data on termination, unless legally required to retain it. Customer Personal Data shall be considered deleted where it is put beyond further use by Spinview; and
(g) make available such information as is reasonably necessary to demonstrate compliance with this clause 10 and allow for reasonable audits by the Customer or the Customer's designated auditor, for this purpose, on reasonable written notice.
10.6 Sub-processors. The Customer authorises Spinview to engage Sub-processors. A current list is available on request. Spinview shall:
(a) give the Customer at least 30 days’ prior notice of any new Sub-processor processing Customer Personal Data, thereby giving the Customer the opportunity to object to such changes on reasonable grounds, provided that if the Customer objects to the changes and cannot demonstrate, to the Supplier's reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Customer shall indemnify the Supplier for any losses, damages, costs (including legal fees) and expenses suffered by the Supplier in accommodating the objection :
(b) impose data protection obligations on each Sub-processor no less protective than those in this Agreement; and
(c) remain responsible for the acts and omissions of its Sub-processors.
10.7 International transfers. Where Spinview transfers Personal Data outside the UK, it will do so only where a valid transfer mechanism applies under Data Protection Laws.
10.8 Customer warranty. The Customer warrants that it has and shall maintain all necessary consents, notices and lawful bases to enable Spinview to process Customer Data and Customer Inputs as contemplated by this Agreement for the duration and purposes of this Agreement.
11.1 Measures. Spinview will implement and maintain technical and organisational security measures appropriate to protect Customer Data against unauthorised access, disclosure, alteration, loss or destruction.
11.2 Security Incidents. Spinview will notify the Customer without undue delay, and in any event within 72 hours of becoming aware of a Security Incident affecting the Customer’s data.
11.3 Customer security obligations. The Customer is responsible for the security of its own systems, the management of its Authorised Users’ credentials, and promptly notifying Spinview of any actual or suspected compromise of its account.
12.1 SLA. The service levels applicable to the Platform are set out in Annex A. Service credits payable in respect of any failure to meet those service levels are the Customer’s sole and exclusive remedy for any availability failure. Failure to meet any Service Level or Availability Commitment shall not, of itself, constitute a material breach of this Agreement or give rise to any right of termination.
12.2 Scheduled maintenance. Spinview may carry out scheduled maintenance during defined maintenance windows. Spinview will give reasonable advance notice of planned maintenance likely to materially affect availability.
13.1 Mutual. Each party warrants that it has the right and authority to enter into this Agreement and that the Agreement is enforceable against it.
13.2 Spinview’s warranty. Spinview warrants that it will provide the Services with reasonable skill and care and that the Platform will substantially conform to the applicable Service Description.
13.3 Customer warranties. The Customer warrants that: (a) Customer Inputs are accurate, complete and lawfully obtained; (b) it has the rights necessary to upload Customer Inputs and grant the licence in clause 4.2; (c) it will use the Platform in accordance with this Agreement and the Acceptable Use Policy; and (d) it will validate Outputs in accordance with clause 5.6 before relying on them or submitting them to any third party.
13.4 Disclaimers. Except as expressly set out in this Agreement: (a) the Services and Outputs are provided on an “as is” and “as available” basis; (b) Spinview gives no warranty that the Platform will be uninterrupted or error-free, or that it will meet the Customer’s specific requirements; (c) Spinview gives no warranty that any Output or AI Output will satisfy any particular regulatory, assurance, assessment, compliance, certification, insurance, financing or audit requirement, or be accepted by any third party; (d) Spinview does not warrant that any Output or AI Output is free from third-party rights or suitable for registration, protection or enforcement as intellectual property; and (e) all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.
14.1 Liabilities that are not limited. Nothing in this Agreement limits or excludes either party’s liability for:
(a) death or personal injury caused by its negligence;
(b) fraud or fraudulent misrepresentation;
(c) any other liability that cannot be limited or excluded by law; or
(d) the Customer’s obligation to pay Fees properly due.
14.2 Losses neither party is liable for. Subject to clause 14.1, neither party is liable to the other (whether in contract, tort, breach of statutory duty, or otherwise) for any:
(a) loss of profits, revenue, business, contracts, goodwill or anticipated savings;
(b) regulatory fines, penalties or sanctions imposed on the other party;
(c) loss of accreditation, certification, authorisation or compliance status;
(d) loss arising from any third party’s refusal to accept or rely on any Output; or
(e) indirect or consequential loss, whether or not the loss was foreseeable.
14.3 General liability cap. Subject to clauses 14.1, 14.5 and 14.6, each party’s total aggregate liability arising under or in connection with this Agreement is limited to the total Fees paid by the Customer under this Agreement in the 12 months immediately preceding the event giving rise to the claim (or, if less than 12 months have elapsed, in the period since the Effective Date).
14.4 Outputs and AI exclusion. Subject to clause 14.1, to the fullest extent permitted by law, Spinview shall have no liability arising from or in connection with:
(a) the Customer’s or any third party’s reliance on any Output or AI Output;
(b) any failure by the Customer to validate Outputs in accordance with clause 5.6;
(c) any inaccuracy, incompleteness, reliability bias, or usefulness of any AI Output; or
(d) any decision, action or omission taken based on any Output or AI Output.
14.5 Cyber and security cap. Spinview’s total aggregate liability for claims arising from a Security Incident or breach of clause 11 is limited to £1,000,000.
14.6 Confidentiality and data protection cap. Spinview’s total aggregate liability for claims arising from breach of clause 9 (Confidentiality) or clause 10(Data Protection) — other than claims falling within clause 14.5 — is limited to £5,000,000.
14.7 Caps are aggregate. The caps in clauses 14.3, 14.5 , and 14.6 are aggregate caps, not stacked. Spinview’s total liability under all caps combined will not exceed the highest applicable cap for the relevant matter.
14.8 Professional liability scope. Spinview’s liability under clause 14.6 does not extend to any claim involving physical loss, damage or destruction of property, or loss of use of property. Such claims fall outside the professional services scope of this Agreement. For the avoidance of doubt, Outputs and AI Outputs do not constitute professional advice or services.
14.9 No duty of care to third parties. To the fullest extent permitted by law, Spinview does not owe any duty of care to any third party in relation to any Output or AI Output, and shall have no liability to any third party arising from or in connection with any Output or AI Output.
14.10 Bargain. The Customer acknowledges that the limitations and exclusions of liability in this Agreement reflect the scope of Spinview’s insurance coverage and the Fees charged..
15.1 Spinview’s IP indemnity. Subject to clauses 15.3 to 15.5 and the cap in clause 14.3, Spinview will defend the Customer against any direct claim brought by an unaffiliated third party alleging that the Customer’s authorised use of the Platform, in accordance with this Agreement, infringes the Intellectual Property Rights of that third party, and will pay damages and costs finally awarded against the Customer by a court of competent jurisdiction or agreed by Spinview in settlement.
15.2 Customer’s indemnity. The Customer will defend Spinview against, and pay all losses, liabilities, costs and expenses (including reasonable legal fees) finally awarded against or agreed in settlement by Spinview in connection with, any third-party claim arising from or in connection with:
(a) Customer Inputs (including any allegation that they infringe third-party rights or that visual content was captured without lawful basis or required consents);
(b) the Customer’s breach of clause 5 including (without limitation):
reliance on Outputs without validation in accordance with clause 5.6;
use of Outputs as the sole or primary basis for any decision, action, omission or representation;
failure to exercise independent professional judgement in connection with Outputs;
submission, publication or disclosure of Outputs to a third party;
any representation that Outputs have been verified, certified, endorsed or are suitable for reliance by any third party; or
use of Outputs in connection with any regulatory, certification, audit or compliance process without independent verification.
(c) any reliance on, or use of, Outputs by any third party;
(d) the Customer’s breach of the Acceptable Use Policy; or
(e) the Customer’s breach of clause 4, and will pay any damages and costs finally awarded or agreed in settlement.
15.3 Indemnity conditions. Each indemnity is conditional on the indemnified party: (a) promptly notifying the indemnifying party in writing; (b) giving the indemnifying party sole control of defence and settlement (provided that no settlement imposing any obligation or liability on the indemnified party may be made without its prior written consent, not to be unreasonably withheld); (c) providing reasonable assistance at the indemnifying party’s cost; and (d) not making any admission, settlement or prejudicial statement.
15.4 Spinview’s remedy options. If Spinview reasonably believes the Platform may infringe a third party’s rights, Spinview may at its option and expense: (a) procure the right for the Customer to continue use; (b) modify the Platform to make it non-infringing without materially reducing functionality; (c) replace the affected functionality with substantially equivalent non-infringing functionality; or (d) if none of (a) to (c) is reasonably available, terminate the affected part of the Agreement on written notice and refund any pre-paid Fees relating to the unused period. Clauses 15.1and 15.4 state the Customer’s exclusive remedy for any third-party IP infringement claim.
15.5 Exclusions. Spinview’s indemnity in clause 15.1 does not apply to any claim to the extent it arises from: (a) any modification of the Platform made by the Customer or any third party not authorised by Spinview; (b) use of the Platform in combination with any data, materials, hardware, software, services, products or content not supplied or approved in writing by Spinview, where the infringement would not have occurred without that combination; (c) Customer Inputs; (d) use of the Platform other than in accordance with this Agreement, or after Spinview has notified the Customer in writing to stop such use; (e) beta or preview features; (f) third-party or open-source components where the Customer’s use does not comply with their applicable licence; or (g) any claim induced, procured, financed or controlled by the Customer or its affiliates.
16.1 Anti-bribery. Each party will comply with all applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010.
16.2 Modern slavery. Each party will comply with the Modern Slavery Act 2015 and will take reasonable steps to ensure that there is no slavery or human trafficking in its own business or supply chain.
16.3 Sanctions. Each party warrants that it is not subject to economic or trade sanctions imposed by the UK, the European Union, the United Nations, or the United States.
Information on request. On reasonable written request, Spinview will provide the Customer with such reasonable compliance information as may be necessary for the Customer to verify Spinview’s compliance with clauses 10 (Data Protection) and 11 (Security). Spinview may satisfy a request by providing recent audit reports, certifications (for example, ISO 27001 or SOC 2), or written responses to a reasonable security questionnaire. Spinview’s reasonable costs of responding to any such request are payable by the Customer.
18.1 Acknowledgement. The parties acknowledge that laws, regulations, technical standards and industry frameworks applicable to the Customer’s use of the Platform may change during the Term.
18.2 Adapting the Platform. Spinview will use commercially reasonable efforts to adapt the Platform to reflect material changes in applicable law, regulation, technical standards or industry frameworks. Where doing so requires material additional development, Spinview may pass on a proportionate share of the cost by way of an increase in Fees, on giving the Customer at least 30 days’ written notice.
19.1 Improvements. Spinview may update and improve the Platform from time to time, including by adding new features, modifying existing features, retiring features and making changes to artificial intelligence or machine learning models, methodologies, or outputs.
19.2 Materially adverse changes. Spinview will not make a change that materially reduces the core functionality the Customer subscribed to without giving at least 60 days’ written notice.
19.3 Beta features. Beta or preview features are provided “as is”, without warranty, and are excluded from the service levels in clause 12. The Customer uses beta features at its own risk.
19.4 The Customer acknowledges that artificial intelligence and machine learning components of the Platform may evolve over time, and that Outputs may change, including for identical Inputs. As a result: (a) Outputs may differ over time, including where identical or similar Customer Inputs are used; and (b) the inclusion, exclusion or weighting of data and features may change without notice. Such changes do not constitute a defect, fault or failure to conform with the Agreement, provided that the Platform continues to materially conform to the applicable Service Description.
20.1 Force Majeure Event. A Force Majeure Event is an event beyond a party’s reasonable control, including acts of God, war, terrorism, civil unrest, government action, pandemic, fire, flood, earthquake, severe weather, strikes (other than by the party’s own employees), cyber attacks affecting upstream infrastructure, and material outages of public cloud, telecommunications or internet infrastructure.
20.2 Effect. Neither party is liable for any failure or delay in performing its obligations to the extent caused by a Force Majeure Event. The affected party must notify the other promptly and use reasonable efforts to mitigate the impact.
20.3 Prolonged events. If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate the Agreement on 14 days’ written notice.
21.1 Notices. Notices under this Agreement must be in writing in English. Notices to Spinview must be sent to [email protected] with a copy by post to Spinview Limited, 52 High Street, Pinner, HA5 5PW. Notices to the Customer must be sent to the contact named in the Order Form.
21.2 Deemed receipt. An emailed notice is deemed received on the day of sending, provided no failure notification is received. A posted notice is deemed received two business days after posting.
21.3 Routine communication. Routine operational communications may be sent through the Platform or by ordinary email to the Customer’s designated contacts.
22.1 Headings. Section headings are for ease of reference only and do not form part of the operative terms of this Agreement.
22.2 Assignment by the Customer. The Customer may not assign or transfer this Agreement without Spinview’s prior written consent.
22.3 Assignment by Spinview; change of control. Spinview may assign or transfer this Agreement, in whole or in part, to an affiliate, or to a successor in connection with a merger, acquisition, reorganisation, change of Control, or sale of all or substantially all of its assets or business, on written notice to the Customer. A change of Control of Spinview, or any assignment or transfer permitted under this clause, does not give the Customer any right of termination or any other remedy under this Agreement. For the purposes of this clause, “Control” has the meaning given in section 1124 of the Corporation Tax Act 2010.
22.4 Sub-contracting. Spinview may sub-contract the performance of any of its obligations. Spinview remains responsible for the acts and omissions of its sub-contractors as if they were its own.
22.5 Variation. Variation to the Agreement must be in writing and signed by both parties. Spinview may update this Customer Terms and Conditions Agreement from time to time. The version applicable to the Customer is the version in force at the start of the then-current term. The updated version applies on the start of the next Renewal Term, unless the Customer gives written notice of non-renewal under clause 8.4.
22.6 Waiver. Failure or delay in exercising any right is not a waiver of that right.
22.7 Severability. If any provision is held invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or, if that is not possible, deleted, without affecting the remainder of the Agreement.
22.8 No partnership or agency. Nothing in this Agreement creates a partnership, agency or joint venture between the parties.
22.9 Third-party rights. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of it.
22.10 Counterparts. The Order Form may be signed in counterparts and by electronic signature.
23.1 Governing law. This Agreement and all disputes and claims arising out of or in connection with it are governed by English law.
23.2 Jurisdiction. With the sole exception of any application for injunctive relief, the parties irrevocably submit to the exclusive jurisdiction of the English courts.
Spinview is providing the Spinview Service to the COMPANY for the mutual benefit of COMPANY and Spinview. The Service Level Agreement sets the performance and uptime commitments by Spinview to the COMPANY and COMPANY Customers:
Spinview will use commercially reasonable efforts to make the Platform available to the Customer 99.5% of each calendar month, commencing with the first full calendar month following the Effective Date ("Uptime").
Availability for a given calendar month is calculated as:
Availability (%) = 100 x (Total Time – Scheduled Down Time – Downtime) / (Total Time – Scheduled Down Time)
"Downtime" means any period during which the Platform is wholly or substantially inaccessible to the Customer, excluding any Excluded Period.
"Excluded Periods" means any period of unavailability caused by, or occurring during:
(a) the regular maintenance window at A3(a);
(b) any scheduled maintenance under A3(b);
(c) any emergency maintenance under A3(c);
(d) any Force Majeure Event;
(e) any act or omission of the Customer, its Authorised Users, or any third-party service or system not within Spinview's direct control (including the Customer's internet connection, the Customer's on-premise systems, or any third-party hardware, sensor, meter, or data source);
(f) any period of suspension under clauses 6.7 or 8.9 of the Customer Terms and Conditions Agreement; and
(g) any use of beta or preview features.
(a) Regular maintenance window. Every Sunday from 03:00 to 07:00 UK time is a regular maintenance window, during which Spinview may conduct maintenance to the Platform and its infrastructure without prior notice, provided downtime does not exceed one hour during this window.
(b) Scheduled maintenance. Spinview may conduct up to eight hours per calendar month of scheduled maintenance for the purpose of maintenance, upgrades, fixes or reconfigurations ("Scheduled Down Time"). Spinview will give reasonable advance notice of Scheduled Down Time likely to materially affect availability.
(c) Emergency maintenance. Spinview may conduct emergency maintenance to its network or servers with no prior notice in order to resolve security issues or other emergency issues. Spinview will notify the Customer at the beginning and end of such maintenance and provide details on the nature of the work performed.
Standard support is available 09:00–17:00 UK time, Monday to Friday excluding UK public holidays. Enhanced support may be available where specified in the Order Form.
(a) Severity 1. Loss of Platform availability that significantly impacts the Customer, or a security issue. These problems are typically highly visible to a large number of Authorised Users. Example: Platform downtime or severely degraded performance.
(b) Severity 2. An important problem that must be resolved quickly, visible to some but not all Authorised Users. A workaround may exist. Example: critical bug impacting a significant feature.
(c) Severity 3. A bug or performance issue that is largely invisible to Authorised Users or does not critically affect use of the Platform. Fix required but speed is not of the essence.
(d) Severity 4. General queries, feature questions, or minor issues that do not impair use of the Platform.
Spinview will use commercially reasonable efforts to meet the following targets. Response and resolution targets are targets only, not guarantees, and no failure to meet a target constitutes a breach of this Agreement.
(a) Severity 1: target response within 1 hour; target resolution within 12 hours. Report to [email protected].
(b) Severity 2: target response within 2 hours; target resolution within 48 hours. Report to developer @spinview.io and to the Customer's account manager.
(c) Severity 3: target response within 1 business day; resolution scheduled into the next maintenance build. Report to the Customer's account manager.
(d) Severity 4: target response within 3 business days. Report to the Customer's account manager.
If Spinview fails to respond to a Severity 1 issue within the target response time, or fails to resolve the issue within the target resolution time, the Customer may escalate the issue to the Spinview technical team at [email protected].
Where Uptime in a calendar month falls below 99.5%, the Customer may claim a service credit calculated as 5% of the monthly subscription Fee for that month for each full 1% below 99.5%, up to a maximum of 25% of the monthly subscription Fee for that month
The Customer must claim any service credit by written request to Spinview within 30 days of the end of the relevant calendar month, specifying the Uptime shortfall and the credit claimed. Approved service credits are applied against the next invoice. Service credits are not paid in cash and are not transferable.
The Customer must not, and must procure that no Authorised User will, use the Platform to:
(a) upload, store or transmit any content that is unlawful, infringing, defamatory, obscene, harassing, threatening, hateful, or otherwise objectionable;
(b) upload, store or transmit any content that infringes a third party’s intellectual property, privacy or other rights;
(c) upload, store or transmit any malicious code, virus, worm, trojan, or other harmful component;
(d) upload, store or transmit personal data of any individual without a lawful basis under Data Protection Laws.
(a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, algorithms or underlying architecture of the Platform (except to the extent expressly permitted by applicable law);
(b) use the Platform to develop, train or evaluate any product or service that competes with the Platform;
(c) scrape, harvest, extract or mass-export data from the Platform other than through documented and authorised functionality;
(d) circumvent, disable or otherwise interfere with any security, access control, rate-limiting, or licensing feature of the Platform;
(e) attempt to gain unauthorised access to the Platform, to any other customer’s data, or to any system or network connected to the Platform;
(f) use the Platform in a manner that could reasonably be expected to disrupt the Platform, degrade its performance, or compromise the experience of other customers;
(g) resell, sublicense, white-label, rent, lease or otherwise make the Platform available to any third party, except as expressly authorised in writing by Spinview;
(h) use the Platform in any safety-critical context where failure of the Platform could lead to death, personal injury, or material environmental or property damage;
(i) use the Platform or any Outputs in any high-risk use case, including:
(i) automated decision-making that produces legal, financial, safety or regulatory effects;
(ii) structural integrity, or critical infrastructure decision-making;
(iii) any use requiring certified, regulated, or professionally qualified outputs.
Breach of this Acceptable Use Policy is a material breach of the Agreement. Without prejudice to any other right or remedy, Spinview may suspend access under clause 8.9 and terminate under clause 8.5.
This Annex sets out the details of processing of Personal Data by Spinview on behalf of the Customer, as required by Article 28(3) of the UK GDPR. It supplements clause 10 of the Agreement.
The provision of the Services by Spinview to the Customer under the Agreement.
The Term, plus any post-termination retention period required by law or expressly agreed in the Order Form.
Hosting, storage, organisation, structuring, retrieval, consultation, transmission, analysis, visualisation, automated decision-support and other processing operations necessary to provide the Services, including any artificial intelligence and machine learning processing forming part of the Platform.
As determined by the Customer when configuring and using the Platform, and as set out in the Order Form. Typically includes: name; business contact details (email, phone, role, employer); user account credentials and authentication data; usage and access logs; any Personal Data contained in Customer Inputs (which may include images or video of identifiable individuals captured in the course of premises visualisation); and any Personal Data contained in Outputs.
As determined by the Customer when configuring and using the Platform, and as set out in the Order Form. Typically includes: the Customer’s personnel, contractors and Authorised Users; individuals visible in visual content uploaded as Customer Inputs; and (where applicable) end-consumers, residents, tenants or other individuals connected to the assets, premises or networks managed through the Platform.
Spinview engages Sub-processors to provide hosting, infrastructure, support, communications, security, analytics and related services. A current list of Sub-processors is available to the Customer on written request. Spinview will give the Customer at least 30 days’ prior notice of any new Sub-processor processing Customer Personal Data.
Personal Data is primarily hosted in the United Kingdom. Where Personal Data is transferred outside the United Kingdom, Spinview will rely on a valid transfer mechanism under Data Protection Laws, including the UK International Data Transfer Agreement or the UK Addendum to the EU Standard Contractual Clauses.
Spinview maintains technical and organisational measures appropriate to the risk, including: access control and authentication; role-based authorisation; encryption of Personal Data in transit and at rest; network segregation; logging and monitoring; vulnerability management and patching; secure software development practices; personnel confidentiality undertakings and training; incident response procedures; and business continuity arrangements. Further detail is available on request under clause 17.
On termination of the Agreement, and subject to clause 8.11, Spinview will, at the Customer’s written direction, return or delete Personal Data and copies, unless retention is required by applicable law.