Spiro Terms of Service

Version 1.0 – Effective 3 June 2025

1. Parties and Acceptance of the Terms

These Terms of Service (the “Terms”) form a legally binding agreement between Medthrive Ltd. (“Medthrive,” “we,” “us” or “our”) and the entity or individual entering into these Terms (“Customer,” “you” or “your”).

2. Definitions

3. The Service

1. Provision. Subject to these Terms, we grant you a non‑exclusive, non‑transferable right to access and use the Service and Documentation during the Subscription Term solely for your internal business purposes.
2. Modifications. We may improve or modify the Service at any time, provided that we will not materially degrade its core functionality without prior notice.
3. Beta Features. We may offer beta or preview features (“Beta Features”) which are provided “as is” without warranty and may be discontinued at any time.

4. Accounts and Security

1. Registration. You must provide accurate and complete information when registering and keep such information up to date.
2. Credentials. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your Account.
3. Prohibited Use. You will not (a) reverse engineer, decompile or otherwise attempt to derive the Service’s source code; (b) interfere with or disrupt the Service; (c) use the Service to build a competing product; or (d) send spam, infringing, or unlawful content.

5. Fees and Payment

1. Fees. You agree to pay all fees described in the Subscription Plan or Order Form.
2. Invoicing & Payment Terms. Unless otherwise stated, fees are due within 30 days of invoice date. Overdue amounts may accrue interest at 1.5 % per month or the maximum permitted by law.
3. Taxes. Fees exclude all applicable taxes, duties or charges, which are your responsibility.
4. Changes. We may adjust fees at renewal by providing at least 30 days’ prior notice.

6. Customer Data & Privacy

1. Ownership. You retain all rights in Customer Data.
2. Licence to Spiro. You grant us a worldwide, royalty‑free licence to host, process and transmit Customer Data solely to provide and improve the Service.
3. Data Protection. Each party shall comply with applicable data‑protection laws. Our Data Processing Addendum (“DPA”) forms part of these Terms when required by law.
4. Security. We implement industry‑standard technical and organisational measures to protect Customer Data.

7. Confidentiality

Each party (“Recipient”) must keep confidential all non‑public information disclosed by the other (“Discloser”) that is marked or reasonably should be considered confidential. Recipient shall protect such information with the same care it uses for its own similar information (but not less than reasonable care) and use it solely to fulfil this Agreement.

8. Intellectual Property

We own all right, title and interest in the Service, Documentation and underlying technology. Except for the limited rights expressly granted herein, no other rights are granted to you by implication or otherwise.

9. Warranties

1. Service Warranty. We warrant that the Service will perform materially in accordance with the Documentation during the Subscription Term.
2. Remedy. Your exclusive remedy for breach of this warranty is for us to use reasonable efforts to correct the non‑conformity, or if we cannot do so, for you to terminate the affected subscription and receive a pro‑rata refund of prepaid, unused fees.
3. Disclaimer. Except as expressly stated, the Service is provided “as is” and we disclaim all other warranties, including fitness for a particular purpose and non‑infringement.

10. Limitation of Liability

1. Indirect Damages. Neither party shall be liable for any indirect, consequential, special or punitive damages, including lost profits or data, even if advised of the possibility.
2. Cap. Each party’s aggregate liability arising out of or related to these Terms will not exceed the total fees paid by Customer in the 12 months preceding the first claim (or £10 000 if no fees have been paid).
3. Exclusions. The above limitations do not apply to: (a) breach of confidentiality; (b) infringement of intellectual‑property rights; (c) payment obligations; or (d) liability which cannot be limited under applicable law.

11. Term and Termination

1. Subscription Term. These Terms commence on the Effective Date and continue for the initial term stated in your Subscription Plan, renewing automatically for successive periods unless either party gives 30 days’ written notice before the end of the then‑current term.
2. Termination for Cause. Either party may terminate these Terms if the other materially breaches and fails to cure within 30 days of written notice.
3. Effect of Termination. Upon termination, your access to the Service will cease, and you must immediately pay any unpaid fees. On request, we will delete or return Customer Data, except where retention is required by law.

12. Changes to Terms

We may update these Terms from time to time. We will notify you at least 30 days before changes take effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

13. Governing Law and Venue

These Terms are governed by the laws of England and Wales, excluding conflict‑of‑laws rules. The courts of London, England shall have exclusive jurisdiction to resolve any disputes arising under these Terms.

14. Miscellaneous

• Assignment. Neither party may assign these Terms without the other’s prior written consent, except to an affiliate or as part of a merger or sale of substantially all assets.
• Entire Agreement. These Terms, including any Order Form, DPA and documents referenced herein, constitute the entire agreement between the parties and supersede all prior agreements.
• Severability. If any provision is held invalid, the remaining provisions will remain in full force.
• Notices. Notices must be in writing and sent by email or courier to the addresses provided by the parties.

Contact

If you have any questions about these Terms, please contact:

Medthrive Ltd.
65 Holmewood Gardens, London, SW2 3NB, United Kingdom
Email: hello@spirosen.com

© 2025 Medthrive Ltd. All rights reserved.