Terms and Conditions

Thanks for choosing Sprog. This mobile application is made available by Sprog, a limited company registered in England and Wales with number 11578365 and registered with address Sprog PO BOX 5049 SL1 ORB.

DEFINITION AND INTERPRETATION
‘Agreement’ means the agreement, obligations and undertakings specified within these Terms and Conditions.

‘Due Date’ means the standard terms and conditions of payment specified within ______ of this agreement or alternate credit terms that have been agreed in writing.
‘Marketing Material’ means but is not limited to: Advertisements, Brochures, Leaflets, Flyers, Mailers, Signs, Displays, Websites including website development, microsites, digital application and digital communications; Video, Event Collateral, Soundtracks. Also images, designs and styles for inclusion in Client’s other work.
‘Marketing Services’ means, but is not limited to: activity undertaken by Us, whether or not using Marketing Materials produced by Us, to deliver Marketing Materials to potential customers; provision of leads, market intelligence or marketing data.
‘Order’ means any order placed by You or the Client’s Agent and accepted by Us for the delivery of Creative or Marketing Services.
‘Written (Writing)’ means written communication in English in either hard copy or emails.
“Customer” means the person who accepts the terms of the Seller for the Services or whose order for the services is accepted by the Seller the organisation or person who purchases services from the seller;
“Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademark, know-how, databases and all other forms of intellectual property wherever in the world enforceable;
“Fees” means the price or rate for the Services provided;
“Products” means the Services sold and to be delivered by the Seller according to the agreed specification and/or specification shown on the Order Acknowledgement.
"Content" includes the text, software, scripts, graphics, sounds, audiovisual combinations, interactive features and other materials you may view on, access through or contribute to the Service.
“Order Acknowledgement” shall mean any written instrument confirming an order sent by letter, fax, email, or any electronic means;
“Payment Method” means a current, valid and accepted method of payment. This may include a payment through your account or a third party.
“Business Partner” means any business, employee, consultant, agent or sub-contractor (or an employee or consultant thereof) engaged or employed by the Customer or any Third Party to provide a Service or services similar to a Service or any part of a Service;
“Data Protection Laws” means all applicable laws and regulations relating to the processing of personal data and privacy including the Data Protection Act 1998, the General Data Protection Regulation 2016/679 once in force (“GDPR”) and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated. The terms “Data Controller”, “Data Processor”, “Data Subjects” and “Personal Data” shall have the meaning given to them in the DPA or GDPR.
“Confidential Information” means proprietary information and/or any information obtained from the other party in connection with this Agreement (including for the avoidance of doubt details of the Customer’s employees) which is: (i) reasonably identified by either party as commercially sensitive or confidential; (ii) obviously confidential in nature; or (iii) given in circumstances giving rise to an obligation of confidence.
All Orders placed by You and accepted by Us will be separate Contracts subject to these Terms & Conditions.

RELATIONSHIP WITH SPROG
The Terms of Use stated herein (collectively, the “Terms of Use” or this “Agreement”) constitute a legal agreement between you and Sprog (the “Company”). In order to use the Service, you must agree to the Terms of Use that are set out below.
By using the mobile application supplied to you by Sprog (the “Application”), and downloading, installing or using any associated software supplied by Sprog (“the Software”) which overall purpose is to enable parents to find interactive activities to spend quality time with their children. Collectively, the “Service”, you hereby expressly acknowledge and agree to be bound by the Terms of Use, and any future amendments and additions to the Terms of Use as published from time to time at https://www.sprog.app or through the Application.
If you do not agree to these Terms, you must immediately uninstall the mobile application and discontinue its use. These terms shall be read alongside the Privacy Policy and Cookie Policy.

SPROG MEMBERSHIP
Your use of the Sprog website (the "Website") and application (the “Apps) provided to you on or through the Website by Sprog (collectively the "Service") is subject to the terms of a legal agreement between you and Sprog. "Sprog" means the entity operating the Service in the EEA and Switzerland, which is Sprog Group Limited, a company incorporated and operating under the laws of England, located at Sprog PO BOX 5049 SL1 ORB.
The Terms form a legally binding agreement between you and Sprog in relation to your use of the Service.
The Sprog Services creates an online platform which listings for activities and events (the “Entries”). These Entries can be posted by Sprog or by third party organisers of the relevant activities and events for your review.
You may be directed to a third-party website outside of the Sprog Service or mobile applications where you may enter transactions directly with the third party.
The Terms apply to all users of the Service, including users who are also contributors of Content, on the Service

GENERAL TERMS
We may from time to time vary these App Terms. Please check these App Terms regularly to ensure you are aware of any variations made by us. If you continue to use this App, you are deemed to have accepted such variations. If you do not agree to such variations, you should not use the App.
You acknowledge that your agreement with your mobile network provider (“Mobile Provider”) will apply to your use of the App. You acknowledge that you may be charged by the Mobile Provider for data services while using certain features of the App or any such third party charges as may arise and you accept responsibility for such charges. If you are not the bill payer for the Device being used to access the App, you will be assumed to have received permission from the bill payer for using the App.
You acknowledge that where you use services provided by Apple or Google (or any other third parties) in connection with your use of the App, you will be subject to Apple’s, Google’s (or the applicable third party’s) terms and conditions and privacy policy and you should ensure that you have read such terms.
By accessing the Sprog Group Services, you are acknowledging that you have read, understand and accept the Terms. The Terms are available in the English language only. In order to use the Service, you must firstly agree to the Terms. You may not use the Service if you do not accept the Terms.
You can accept the Terms by simply using the Service. You understand and agree that Sprog will treat your use of the Service as acceptance of the Terms from that point onwards.
You may not use the Service and may not accept the Terms if (a) you are not of legal age to form a binding contract with Sprog, or (b) you are a person who is either barred or otherwise legally prohibited from receiving or using the Service under the laws of the country in which you are resident or from which you access or use the Service.
In order to access some features of the Website or other elements of the Service, you will have to create a Sprog account. When creating your account, you must provide accurate and complete information. It is important that you must keep your Sprog account password secure and confidential.
You must notify Sprog immediately of any breach of security or unauthorised use of your Sprog account that you become aware of.
You agree that you will be solely responsible (to Sprog, and to others) for all activity that occurs under your Sprog account.
You acknowledge that you will not be able to access and enjoy certain functionalities of the website unless you have internet access through a GPRS, 4G, 3G or Wi-Fi connected mobile device.
You agree that all matter pertaining to traffic charges or access charges incurred due to the use of the website are subject to the terms with your mobile network provider.

BOOKINGS & REFUNDS
When Customer make a booking, it’s really important that all the information provided is correct. If you need to get in touch to make a change, please contact Sprog as soon as you can.
Keep in mind that when you make a Booking with the Sprog, it’s not Sprog that actually operates the activity– a third party provider does. That’s why their own terms and conditions also apply, and they form a separate legal agreement between you and the provider. Please read these carefully. If you see anything you’re unsure about, please get in touch and Sprog will be happy to clarify it for you.
You’re also consenting to routine checks we need to carry out to make sure your booking isn’t fraudulent. At the same time, you’re also giving us permission to use your personal details, inter alia, preferences and trend activities, particularly your first name and last name, to create what we call a ‘virtual credit card’. This is what’s used to pay the provider, or other third parties, rather than using your own personal card details.
In the event you make a purchase of product or service but change your mind – provided we have not already started working on providing the product or service, you will be entitled to a refund of all monies paid to us, provided the notice to cancel is given within 7 calendar days of the purchase date. A refund will not be given for cancellation requests after 2 calendar days from the date of purchase or where we have started working on providing the product or service.

REPRESENTATIONS AND WARRANTIES
By using the Service, you expressly represent and warrant that you are legally entitled to accept and agree to the Terms of Use and that you are at least eighteen (18) years old. Without limiting the generality of the foregoing, the Service is not available to persons under the age of eighteen (18) or such persons that are forbidden for any reason whatsoever to enter into a contractual relationship.
By using the Service, you further represent and warrant that you have the right, authority and capacity to use the Service and to abide by the Terms of Use. You further confirm that all the information which you provide shall be true and accurate. Your use of the Service is for your own sole, personal use. You undertake not to authorize others to use your identity or user status, and you may not assign or otherwise transfer your user account to any other person or entity.
You may only access the Service using authorized means. It is your responsibility to check and ensure that you have downloaded the correct Software for your device. Sprog is not liable if you do not have a compatible device or if you have downloaded the wrong version of the Software to your device. Sprog reserves the right not to permit you to use the Service should you use the Application and/or the Software with an incompatible or unauthorized device or for purposes other than which the Software and/or the Application is intended to be used.
By using the Software or the Application, you agree that:
You will only use the Service for lawful purposes;
You will only use the Service for the purpose for which it is intended to be used;
You will not use the Application for sending or storing any unlawful material or for fraudulent purposes;
You will not use the Service, the Application and/or the Software for purposes other than obtaining the Service;
You will not impair the proper operation of the network;
You shall not intentionally or unintentionally cause or attempt to cause damage to the third party transportation provider;
You will not try to harm the Service, the Application and/or the Software in any way whatsoever;
You will not copy, or distribute the Software or other content without written permission from Sprog;
You will only use the Software and/or the Application for your own use and will not resell it to a third party;
You will keep secure and confidential your account password or any identification we provide you which allows access to the Service;
You will provide Sprog with proof of identity as it may reasonably request or require;
You agree to provide accurate, current and complete information as required for the Service and undertake the responsibility to maintain and update your information in a timely manner to keep it accurate, current and complete at all times during the term of this Agreement.
You agree that Sprog may rely on your information as accurate, current and complete. You acknowledge that if your information is untrue, inaccurate, not current or incomplete in any respect, Sprog has the right but not the obligation to terminate this Agreement and your use of the Service at any time with or without notice;
You will only use an access point or data account which you are authorized to use;
You shall not impair or circumvent the proper operation of the network which the Service operates on;
You agree that the Service is provided on a reasonable effort basis; and
You agree that your use of the Service will be subject to Sprog’s Privacy Policy as may be amended from time to time.
You agree to assume full responsibility and liability for all loss or damage suffered by yourself, the third party service provider, Sprog or any third party as a result of any breach of the Terms of Use.
You should print off or save a local copy of the Terms for your records.

PAYMENT AND MEMBERSHIP
You may choose to pay for the Services where available, by credit card and or debit card, or where available by such other methods as are made available in the Application.
The terms of all non-cash payments made by you through the Application will be governed by the Sprog Terms of Use, accessible via the www.sprog.uk website.
You agree that this Agreement shall be subject to all prevailing statutory taxes, duties, fees, charges and/or costs, however denominated, as may be in force and in connection with any future taxes that may be introduced at any point of time. You further agree to use your best efforts to do everything necessary and required by the relevant laws to enable, assist and/or defend Sprog to claim or verify any input tax credit, set off, rebate or refund in respect of any
In order to access some features of the Website or other elements of the Service, you will have to create a Sprog account. When creating your account, you must provide accurate and complete information. It is important that you must keep your Sprog account password secure and confidential.
You must notify Sprog immediately of any breach of security or unauthorised use of your Sprog account that you become aware of.
You agree that you will be solely responsible (to Sprog, and to others) for all activity that occurs under your Sprog account.
You acknowledge that you will not be able to access and enjoy certain functionalities of the website unless you have internet access through a GPRS, 4G, 3G or Wi-Fi connected mobile device.
You agree that all matter pertaining to traffic charges or access charges incurred due to the use of the website are subject to the terms with your mobile network provider.

THIRD PARTY INTERACTIONS
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third party providers, advertisers or sponsors showing their goods and/or services through the Service, the Software and/or the Application.
Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Sprog and/or its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase, transaction or promotion between you and any such third-party.
Sprog provides the Service to you pursuant to the Terms of Use. You recognize, however, that certain third party providers of goods and/or services may require your agreement to additional or different Terms of Use prior to your use of or access to such goods or services, and Sprog is not a party to and disclaims any and all responsibility and/or liability arising from such agreements between you and the third party providers.
You agree and allow Sprog to compile and release information regarding you and your use of the Service on an anonymous basis as part of a customer profile or similar report or analysis. You agree that it is your responsibility to take all precautions in all actions and interactions with any third party provider, you interact with through the Service and/or advertising or marketing material supplied through the Service.
Links to third party websites on the website are provided solely for your convenience. If you click into third party links, you are deemed outside of Sprog website. Sprog do not control any of these third party websites and are not responsible for these websites or their content and availability. If you decided to access any of the third party websites linked to the website, you do so at your own risk.
You acknowledge and agree that Sprog is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
You accept that Sprog is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from third party.

EXCLUSION OF WARRANTIES
Sprog makes no representation, warranty, or guarantee as to the reliability, timeliness, quality, suitability, availability, accuracy or completeness of the service, the application, the software and/or rewards. Sprog does not represent or warrant that (a) the use of the service, the application and/or the software will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) the service and/or rewards will meet your requirements or expectations, (c) any stored data will be accurate or reliable, (d) the quality of any products, services, information, rewards or other materials purchased or obtained by you through the application will meet your requirements or expectations, (e) errors or defects in the application and/or the software will be corrected, or (f) the application or the server(s) that make the application available are free of viruses or other harmful components.
Nothing in the Terms shall affect any statutory rights that you are always entitled to as a consumer and that you cannot contractually agree to alter or waive.
The Service is provided "as is" and Sprog makes no warranty or representation to you with respect to them.
No conditions, warranties or other terms (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description) apply to the Service except to the extent that they are expressly set out in the Terms.

LIMITATION OF LIABILITY
You agree that Sprog, in no event, shall be liable for any consequential, incidental, indirect, punitive, or other loss or damage whatsoever or for loss of business profits, business interruptions, computer failure, or other loss arising out of or caused by the use of or inability to use the Service. In no event shall Sprog’s entire liability to you in respect of any service, whether direct or indirect, exceed the fees paid by you towards such service.
Nothing in these Terms shall exclude or limit Sprog’s liability for losses which may not be lawfully excluded or limited by applicable law.
Subject to the overall provision in paragraph aforementioned above, Sprog shall not be liable for any indirect or consequential losses which may be incurred by you, including but not limited to : (i) any loss of profit (whether incurred directly or indirectly); (ii) any loss of goodwill or business reputation; (iii) any loss of opportunity; or (iv) any loss of data suffered by you; (iv) the deletion of, corruption of, or failure to store, any Content and other communications data maintained or transmitted by or through your use of the Service; (v) your failure to provide Sprog with accurate account information; (vi) your failure to keep your password or Sprog account details secure and confidential.
The limitations on Sprog’s liability to you in paragraph above shall apply whether or not Sprog has been advised of or should have been aware of the possibility of any such losses arising.
Internet Delays
The Service, the application and/or the software may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications including the device used by you or the third party transportation provider being faulty, not connected, out of range, switched off or not functioning. Sprog is not responsible for any delays, delivery failures, damages or losses resulting from such problems.

LEGAL TERMS
The Terms constitute the whole legal agreement between you and Sprog and govern your use of the Service and completely replace any prior agreements between you and Sprog in relation to the Service.
You agree that Sprog may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Service.
If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
The Terms, and your relationship with Sprog under the Terms, shall be governed by English law. You and Sprog agree to submit to the exclusive jurisdiction of the courts of England to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Sprog shall still be allowed to apply for injunctive remedies (or other equivalent types of urgent legal remedy) in any jurisdiction.
Sprog may give notice by means of a general notice on the Application, electronic mail to your email address in the records of Sprog, or by written communication sent by registered mail or pre-paid post to your address in the record of Sprog. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by registered mail or pre-paid post) or 1 hour after sending (if sent by email). You may give notice to Sprog (such notice shall be deemed given when received by Sprog) by letter sent by courier or registered mail to Sprog using the contact details as provided in the Application.

INFORMATION SHARING
We take your privacy seriously and operate at all times in accordance with applicable data protection laws. You acknowledge that any personal data (as defined in our privacy policy) which you submit to or via our Services or Platforms may be used by us in accordance with our privacy policy. You agree to ensure that all personal data you provide to us is accurate and up to date and that you have all consents, licenses or approvals necessary to allow us to use that information in accordance with these Terms, our community guidelines and our privacy policy.
If you provide us with any suggestions, comments, improvements, ideas or other feedback (“Feedback”), you hereby irrevocably assign ownership of all intellectual property rights subsisting in that feedback to us and acknowledge that we can use and share such Feedback for any purpose at our discretion. You can provide feedback to us by clicking by writing a review on our mobile application or on the website.

USER GENERATED CONTENT
The Services may contain information, texts, links, graphics, photos, videos or other materials (“Content”). We take no responsibility for and we do not expressly nor implicitly endorse any of your Content.
By submitting your Content to our Services, you represent and warrant that you have all rights, power, authority and responsibility necessary to grant the rights to your Content within these Terms.
Any ideas, suggestions, reviews and feedback about our Services that you provide to us are entirely voluntary, and you agree that Sprog may use such ideas, suggestions, and feedback without compensation or obligation to you.
Although we have no obligation to monitor, screen or edit your Content, we may, in our sole discretion, delete Your Content at any time and for any reason, including a violation of these Terms, a violation of our Policy, or if you otherwise create liability for us.

LIMITATIONS AND LIABILITIES
These Terms set out the full extent of Sprog’s obligations and liabilities in respect of our Services and Platforms.
Sprog has no responsibility whatsoever for any arrangements you make with any third party as a result of your use of our Services or Platforms. If you encounter any problems with any booking you make or attempt to make via Sprog, you acknowledge that you should resolve that issue with the relevant Provider and that your sole remedy in such circumstances, including any refund, lies with the relevant Provider and not with Sprog. Where our Services or Platforms contain links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them.
You may see advertising material submitted by third parties on our Services and Platforms. Each individual advertiser is solely responsible for the content of its advertising material and Sprog accepts no responsibility for the content of advertising material, including, without limitation, any errors, omissions or inaccuracies.
To the maximum extent permitted by law, we (together with our officers, directors, employees, representatives, affiliates, providers and third parties) do not accept any liability for (a) any inaccuracies or omissions in the content displayed on or via our Services or Platforms; or (b) any act of god, accident, delay or any special, exemplary, punitive, indirect, incidental or consequential loss or damage of any kind (including, without limitation, lost profits or lost savings), whether based in contract, tort (including negligence), strict liability or otherwise, incurred by you arising out of or in connection with your access to, use of, or inability to access or use, our Services or Platforms or their contents.
Subject to these Terms and to the extent permitted by law, our maximum aggregate liability to you arising out of or in connection with these Terms or your access to, use of, or inability to access or use, our Services or Platforms shall be limited to the sum of £________
Nothing in these Terms shall limit or exclude (a) our liability in respect of death or personal injury caused by our negligence or for our fraud or fraudulent misrepresentation; (b) any other liability that cannot be excluded by law; or (c) your statutory rights.

TERMINATION AND SUSPENSION OF SERVICES
If you fail, or Sprog suspects on reasonable ground that you fail to comply with any of the provisions within this Agreement, Sprog reserves the right to modify, suspend or discontinue the Services (or any part of Content thereof) at any time or without notice to you, and to the full extent permitted by law, Sprog ill not be liable to you or any third party exercising such rights.
You may terminate your Sprog account at any time. If you wish to terminate, do so on the account page settings or contact Sprog to discuss further via the contact page.
The care of our customers is extremely important and Sprog’s team will therefore try to assist you where possible if you have any problems using the site.
If you wish to cancel or change a booking with a third party, you must do so by contacting the third party themselves. Sprog does not guarantee that they will be able to cancel, refund or change a booking. Sprog is strictly not liable for any cancellation requests.
In the event that you would like to provide feedback on the use of Service or on any of the entries or events, it can may be done through Sprog’s “contact us” tab page on the website
Sprog may terminate or suspend your right to use the website immediately by notifying you in writing (including by email) if it is believed in sole discretion that:
you are not actively using your account;
breaching activities or terms of use.

CONFIDENTIAL INFORMATION
Save as required by law or regulatory body, we acknowledge a duty not to disclose without Your permission during or after the fulfilment of a Contract any confidential information resulting from studies or surveys commissioned and paid for by You. In turn, You acknowledge Our right to use as We see fit any general marketing or advertising intelligence in the field of Your product or service which we have gained in the course of Our appointment.
During or after the continuance of Contracts under these Terms & Conditions, We acknowledge Our responsibility to treat in complete confidence all the marketing and sales information and statistics which You may supply Us in the course of any work for You. In turn any reports and information submitted by Us to You shall be treated by You as confidential.
When You provide Us with personal data which is or should be subject to the Data Protection Act(s) (Personal Data) or The General Data Protection Regulation 2016/679, You warrant that the Personal Data is to be used for a purpose for which You have a current and valid Data Protection registration and that You have proper consent for that use from each person. You will remain the data controller as defined by the Act. In turn We undertake to only use the Personal Data for the use which You intended and we will execute reasonable care in the security of the Personal Data which We will retain only as long as reasonably required for proper execution of the Order to which it relates.

INTELLECTUAL PROPERTY OWNERSHIP
Sprog and its licensors, where applicable, shall own all right, title and interest, including all related intellectual property rights, in and to the Software and/or the Application and by extension, the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service.

The Terms of Service/Use do not constitute a sale agreement and do not convey to you any rights of ownership in or related to the Service, the Software and/or the Application, or any intellectual property rights owned by Sprog and/or its licensors. Sprog’s name, logo, the Service, the Software and/or the Application and the third party transportation providers’ logos and the product names associated with the Software and/or the Application are trademarks of Sprog or third parties, and no right or license is granted to use them. For the avoidance of doubt, the term the Software and the Application herein shall include its respective components, processes and design in its entirety.
With the exception of Content submitted to the Service by you, all other Content on the Service is either owned by or licensed to Sprog, and is subject to copyright, trade mark rights, and other intellectual property rights of Sprog. Any third party trade or service marks present on Content not uploaded or posted by you are trade or service marks of their respective owners. Such Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of Sprog. Sprog reserve all rights not expressly granted in and to their Content.

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