Terms and Conditions

Last updated: September 2026

1. Welcome to app.sensiblespark.com (the “Platform”).
2. We are Sensible Spark Ltd a company registered in England and Wales under number 15813619, whose registered office is at 167-169 Great Portland Street, 5th Floor, London, England, W1W 5PF (“Sensible Spark”, “Company”, “we” ,“us” “our”). 
3. You are the person or organisation whose details appear on the User Account (as defined below) registered on the Platform (“you” or “your”).
4. The Platform is owned and operated by us. 
5. We own all intellectual property rights in the Platform itself and in content created by us and made available through the Platform. This does not include User Content or Third Party Content, which remains owned by the relevant rights holder, subject only to the licences granted under these Terms. Nothing in these Terms grants you any proprietary rights in the Platform, our content, or our trade marks, trade names, service marks, logos, domain names or other brand features. 
6. Nothing in these Terms grant you any proprietary rights to any Third Party Content made available to you via the Platform or Services.
7. These terms of service, together with our Privacy Policy and any additional terms that we present to you for acceptance when you use a particular feature (“Terms”), govern your use and access of the Platform and any services delivered by us on via the Platform (“Services”) and form a legally binding agreement between Sensible Spark and you. 
8. Please read these Terms carefully before using the Platform and/or Services. If you do not agree to be bound by these Terms do not use the Platform and/or Services. You accept these Terms by ticking the acceptance box when you register for a User Account. You can save or print a copy at any time, and the current version, with the date it was last updated, is always available at sensiblespark.com/terms. These Terms are offered in English only. We do not add to these Terms by posting a policy; any change to these Terms is made under the clause headed Changes to the Terms.
9. If you have any questions in relation to these Terms, you may contact us by email at: legal@sensiblespark.com;
10. If you are using or accessing the Platform or Services on behalf of your employer, another individual or an entity (“Authorising Party”), you represent that you are duly authorised by such Authorising Party to enter into these Terms on behalf of such Authorising Party (and “you” as used in these Terms refers both to you individually and to the Authorising Party). Where there is an Authorising Party it is a strict requirement that you must provide us with all necessary information and details about the Authorising Party as part of your registration for a User Account.
11. You confirm to Sensible Spark that you are over the age of 18 years old and that you are not a person or entity barred from accessing or using the Platform under the laws of the United Kingdom or any other applicable jurisdiction. 
12. If you choose to access this Platform outside the United Kingdom, you do so at your own initiative and are responsible for compliance with any local laws, if and to the extent local laws are applicable.
13. The Platform is designed for people working, or seeking to work, in film and television, and we expect most users to be acting in the course of their trade, business, craft or profession. If you are an individual using the Platform for purposes wholly or mainly outside your trade, business, craft or profession, you are a consumer, these Terms still apply to you, and nothing in them takes away any right you have as a consumer under the Consumer Rights Act 2015 or any other law. Where a clause of these Terms would be unfair to you as a consumer, it does not bind you, and the rest of these Terms continue to apply. If you are a consumer: (1) you may cancel these Terms within 14 days of the day your User Account is approved, without giving a reason, by emailing legal@sensiblespark.com; (2) by using the Platform during those 14 days you ask us to start providing the Services at once, and if you then cancel you pay only for what has been supplied up to the time you tell us, in proportion to the whole; (3) you have no other liability to us for cancelling; and (4) any Fee under clause 37 or 38 is only ever payable on sums you have actually received.
14. At all times you permit us to monitor your use of the Platform and Services. 
15. You understand and agree that any timescales provided by us are indicative only and are not guaranteed.
16. The Platform is currently in a beta version and may be subject to change in delivery and functionality from time to time as it continues to develop. 

DEFINITIONS 

17. For the purpose of these Terms: 

18. “Content” means any (a) images, text, messages, works of authorship, photographs, graphics, comments, suggestions, video, audio, projects, screenplays, screeners, pitch decks, posters, analysis, budgets or other material uploaded, downloaded, appearing or otherwise made available on or through the Services or the Platform; and (b)any  personally identifiable information, data and other information uploaded, downloaded, appearing or otherwise made available on or through the Services or the Platform.
19. “User Content” means any Content submitted to the Platform by you
20. “Third Party Content” means any Content submitted to the Platform by a User other than you. It does not include our Content.
21. “Services” means the services we make available to you on the Platform from time to time, including any information, features, functionality and applications we offer on the Platform. Services does not include anything supplied by another User. Access to certain Services may be based on your access type which is determined by us based on the credentials you provide when you register for a User Account and is dependent on the specific project.

ACCOUNT

22. You are required to set up an account to use the Platform and the Services (“User Account”);
23. When you register for a User Account on the Platform you will indicate whether you are: 
    
    1. representing one or more film projects as an owner of that project on the Platform, for example a writer, director, producer or production company (“Project Owner”); or
    2. looking to provide services to a Project Owner and are interested in connecting with the Project Owner through the Platform or via the Services (“Talent, Crew and Agents”); or
    3. looking to provide services to Project Owner, or Project Owners (“Sales Agents and Distributors”)
24. Your level of access will be determined by us and will depend on your role in the project. 
25. To set up a User Account you will be required to provide us with specific information about yourself, your credentials and your requirements in respect of the Platform and the project. At all times we retain all rights and discretion to approve or reject the creation of any User Account. We will notify you if you are approved for a User Account. 
26. You will not be able to use the Platform or the Services without a User Account. 
27. Approval for a User Account should not be considered as any endorsement of you or your project by us. 
28. If you are approved as a Project Owner by us you will have access to the Platform and Services as the Project Owner. The Project Owner will be responsible for ensuring that all necessary consents and permissions are in place to manage the project on the Platform (“Project”).
29. As the Project Owner you authorise the Talent, Crew, Agents, Sales Agents and Distributors you link to the Project to access it via the Platform. 
30. We do not provide recruitment services via the Platform. By using the Platform all Talent, Crew and Agents confirm that they are either self-employed individuals or looking to contract with the Project Owner via their own business. At all times all users of the Platform are responsible for all tax and reporting requirements in respect of the provisions of any services.
31. If you are approved as Talent, Crew or an Agent      then you will not have administrative rights in respect of a Project on the Platform and your access to certain information in respect of a Project may be limited either by us or the Project Owner.
32. If you are approved as a Sales Agent or Distributor then you will not have administrative rights in respect of a Project on the Platform and your access to certain information in respect of a Project may be limited either by us or the Project Owner.
33. You shall: 
    
    1. ensure you keep a secure password for your User Account to access and use the Platform, that such password shall be changed frequently and that you shall keep your password confidential;
    2. not use a false name or an email address owned or controlled by another person with the intent to impersonate that person or for any other reason. We appreciate artists may use stage names and therefore where you are identified by a stage name this should be clearly specified as part of your application for a User Account; 
    3. not make any other submission of false or misleading information to the Company.
34. We are not liable for any loss or damage arising from your failure to comply with any of the obligations under these Terms. You are entirely responsible for all activities taking place through your User Account, whether or not you are the individual who undertakes such activities.
35. If you breach these Terms we may, without prejudice to our other rights, suspend your User Account under clause 75 or close it under clause 109. We may remove User Content that breaches these Terms or the law, and we will tell you when we do unless the law prevents it or the removal is needed urgently to protect other users, the Platform or us. Where we close your User Account under this clause, clause 110 applies and your User Content is kept and then deleted in accordance with our Privacy Policy. We are not liable for a suspension, closure or removal made in accordance with this clause.

FEES

36. To use and access the Services and Platform, you agree to pay us the amounts set out in clauses 37 and 38 as applicable (“Fees”). The Fees are the price of the access we give you to the Platform and to the parties on it. They are not a fee for advising on, or arranging, any investment, and we do neither.
37. Where you are using the Platform as Talent, Crew or an Agent, or as a Sales Agent or Distributor, you shall pay us 3% of the payments you receive from a Project Owner for services you provide on a Project where your engagement on that Project was connected through the Platform. No Fee is payable on payments for an engagement that you and the Project Owner agreed before either of you used the Platform for that Project, on sums you receive from anyone other than the Project Owner, or on sums that you collect or pass on for the Project Owner (for example sales receipts you account for to a Project Owner as its sales agent or distributor). This clause applies to sums received during the term of these Terms and for 24 months after they end, for engagements connected through the Platform before termination. 
38. Where you are a Project Owner and funding is secured into the Project through Sensible Spark’s external network, you agree that you are required to pay us 3% of such funding received by you for the Project less any sums paid by any Talent, Crew or Agents on the Project under clause 37. Standard industry agreements (for example profit-sharing or bespoke financial terms) may also apply between you and any external parties. This Fee is payable for the access we give you to our network and for the release of information about your Project on your instructions. How that works is set out in clause 43: a pre-vetted external party may ask to see selected information about your Project, and you decide whether to release it; if you do, any conversation that follows is between you and that party, off the Platform. We do not approach funders on your behalf, we do not recommend or endorse any Project, and we do not advise you or any external party on the merits of any transaction. This is not a fee for advising on, or arranging, any investment.
39. The Fees are payable to us within 48 hours of your receipt of the sums referred to in clauses 37 and 38. You pay the Fees to us directly. Where we make a payment provider available on the Platform, you may settle the Fees through that provider. 
40. All Fees are non-refundable. 
41. All Fees are in pounds sterling and exclusive of VAT.

THE PLATFORM 

42. By using the Platform you represent and warrant to us that:
    
    1. any User Content you provide to us or upload to the Platform is truthful, complete, accurate and not misleading;
    2. you have the right, authority, and capacity to enter into these Terms on your own behalf and on behalf of any employer or third party on whose behalf, or in whose interest, you are acting, and you agree to abide by all of the Terms;
    3. if any aspect of your access or use of the Services or Platform violates any provisions of law to which you or the Services or Platform are subject, you will cease all access and use of the Services and Platform and will close your account. 
    4. you will comply with any suspension or closure of your User Account made under clauses 35, 75 or 109;
    5. you are at least 18 years old,
    6. you will conduct yourself in a professional and respectful manner in all your interactions with Sensible Spark and with any other user of the Platform.
    7. in using and accessing the Platform and Services, you shall comply with all applicable laws and regulations, including all data protection laws.
    8. you have only provided, and will only provide, Sensible Spark and/or any other user with User Content that you have a right to so provide; 
    9. Sensible Spark can display and otherwise make available the User Content through the Services and Platform to carry out the Services and to operate the Platform. 
    10. in respect of any User Content submitted to Sensible Spark or the Platform: 
        
        1. you have all the necessary rights, whether under copyright, performers' rights, trade marks, trade secrets, patents or other intellectual property, to grant the rights granted to Sensible Spark or any other user under these Terms, including the permission of every joint owner of the material and of every performer whose performance is recorded in it, and to enable us to display and make your User Content available through the Platform as contemplated in these Terms; and
        2. using the User Content on the Platform or the carrying out of Services using the User Content does not result in a breach of any contract between you and any third party. 
        3. complies with all applicable laws, rules and regulations. 
    11. where you choose to share User Content with another user, that user may see and use it for the Project for which you shared it, and is bound by clause 55. We cannot control what another user does outside the Platform, and we are not liable for a use of your User Content by another user or third party that is outside these Terms, but we may suspend or close that user's account under clause 35.
43. The Platform:
    
    1. enables a Project Owner to connect with other Users on the Platform and confirm their participation in the Project as Talent, Crew or an Agent. 
    2. permits a Project Owner to request confirmation from someone who is working on the Project to create an account on the Platform and confirm their participation in the Project. Where a confirmation request is sent via the Platform to a third party, the Project Owner is responsible for ensuring to us that the third party has consented to us processing their personal data in order to send the relevant confirmation request; and 
    3. enables a Project Owner to connect with other third-party suppliers who may connect with them via the Platform; and allows a pre-vetted external party to request access to selected information about a Project, which the Project Owner may grant or decline. Any discussion between a Project Owner and such a party, including any discussion about funding, takes place off the Platform and we take no part in it.  

44. You acknowledge and agree that Sensible Spark:
    
    1. its role is only to provide access to the Platform, which is done strictly subject to these Terms;
    2. does not provide any investment advice or services; 
    3. does not provide any employment services; 
    4. does not perform any services carried out by Talent, Crew or Agents;
    5. does not perform any services carried out by the Project Owner;
    6. does not perform any services carried out by Sales Agents or Distributors;
    7. does not provide any services that are carried out by a third party via the Platform or otherwise;
    8. does not supervise, direct, control, or monitor any users of the Platform, whether they are Talent, Crew, Agents, Sales Agents, Distributors or Project Owners, in the performance of any contractual obligations they may have under a service contract or otherwise;
    9. is not responsible for ensuring the accuracy or legality of any Third Party Content or User Content. You are solely responsible for the User Content; 
    10. is not responsible for any Third Party Content; 
    11. is not responsible for the offering, performance, or procurement of services provided by Talent, Crew and Agents;
    12. does not make any representations about or guarantee any particular user’s offered services; and 
    13. does not have, nor will it create an employment, agency, or joint venture relationship with any user offering services.
45. Any service relationships entered into or made between a Project Owner and any Talent, Crew, Agents, Sales Agents or Distributors in respect of the Project whether the connection is made via the Platform or otherwise is not considered to have been carried out by Sensible Spark and at all times we are not a party to any agreement, it is entered into between the parties at their own risk and volition. The same applies to any funding relationship between a Project Owner and an external party: we are not a party to it, we take no part in the negotiation or the transaction, and it is entered into between those parties at their own risk and volition.
46. Clause 106 sets out the only circumstances in which you must compensate us for loss connected with your dealings with another user.
47. We may change the Platform or the Services, or suspend or withdraw any part of them, where we need to: maintain, repair or upgrade them; address a security, technical or legal risk; comply with law; or where a feature is no longer commercially viable. Where a change would materially reduce what you can do on the Platform, or we withdraw the Platform or the Services as a whole, we will give you at least 30 days' notice by email unless the change is needed urgently for security or legal reasons, and you may close your User Account before the change takes effect. 
48. You agree that:
    
    1. we are not liable for any loss caused by a change, suspension or withdrawal made in accordance with clause 47, except that nothing in this clause limits any right you have as a consumer in respect of digital content or services that do not conform to these Terms, or our liability under clause 103; and
    2. your continued use of the Services or Platform after a change to them will be deemed your acceptance of that change. Clause 112 applies to any change to these Terms. 
49. We are not responsible for conducting due diligence on the users of the Platform you may meet through the Services or Platform nor on any Third Party Content. Should we conduct due diligence on one or more users, this does not change the meaning nor effect of the immediately foregoing sentence, nor are we responsible or can be held liable for the outcome of any such due diligence.
50. We do not recommend any films or other ventures for investment, endorse their fitness for investment, or verify the information on the Platform or in our emails; and we do not claim that any Third Party Content  provided by other users or us is accurate, complete, and not misleading.
51. We have no obligation to monitor or enforce any intellectual property rights that may be associated with User Content or Third Party Content provided to us or submitted to the Platform.
52. The Company does not endorse User Content or Third Party Content made available through the Services, the Platform or external platforms that may be linked to or from the Platform.
53. We have no responsibility for the accuracy of any User Content, Third Party Content or its compliance with any laws. 
54. The Platform may contain advertising. Advertisers are solely responsible for ensuring that any material submitted for inclusion is accurate and complies with applicable laws. We are not responsible for the advertiser's Content. You should make your own enquiries and carry out your own due diligence before engaging with any third parties whether connected via the Platform or otherwise. 

CONTENT

55. Where another user shares User Content with you through the Platform, you must keep it confidential. You may use it only for the purpose of the Project for which it was shared, you must not disclose it to anyone else without that user's permission, and you must not copy, republish or exploit it for any other purpose. This obligation continues after your User Account is closed. It does not apply to information which is already public through no fault of yours, which you already held free of any duty of confidence, or which you are required to disclose by law.
56. All Users are required to respect the intellectual property rights of other users. We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. We may also close a User Account in accordance with clause 109.
57. If you believe that any material on the Platform violates your rights please notify us as soon as possible. 
58. You understand that: 
    
    1. Sensible Spark does not guarantee the completeness, truthfulness, accuracy, or reliability of any User Content, Third Party Content or communications displayed, published or otherwise made available through the Services or Platform; and 
    2. Sensible Spark does not endorse any opinions expressed through the Services or Platform. 
    3. it is your responsibility to verify the completeness, truthfulness, accuracy, and reliability of any Third Party Content before making any decision or relying on such Third Party Content for any other reason. 
59. Sensible Spark makes no representations or warranties with respect to any Third Party Content  and shall not be liable for any use of any Third Party Content by you or any other party.
60. You understand that by using the Services or Platform, you may be exposed to Third Party Content that you might deem offensive, harmful, inaccurate or otherwise inappropriate, and you agree that Sensible Spark shall have no liability to you or any other party for any such Third Party Content.
61. Subject to the licences granted in the Terms at clauses 80 to 82: 
    
    1. you shall own and retain all right (including all intellectual and proprietary rights) in and to your User Content; and 
    2. Sensible Spark shall exclusively own and retain all right, title and interest (including without limitation, all intellectual and proprietary rights) in and to the Services and Platform, including without limitation all content contained therein (other than User Content and Third Party Content) and other materials appearing therein; and 
    3. Sensible Spark shall own any and all metadata generated by the Platform related to your User Content generated by Sensible Spark’s Services, Platform and systems.
62. We may monitor User Content, and we may remove it, restrict access to it or delete it where we reasonably believe it breaches these Terms or the law, or where we must do so to keep the Platform secure. We will tell you when we do, unless the law prevents us or telling you would defeat the purpose. We do not alter the content of your User Content, and this clause does not permit us to use your User Content for any purpose beyond those in clauses 72 and 80 to 82. Our not exercising this right does not waive it.

RESTRICTIONS 

63. You agree that in accessing and using the Services and Platform, you will:
    
    1. not copy, distribute, modify, alter, adapt or create a derivative work of any Third Party Content, nor our Content in respect of the Services or the Platform;
    2. attribute the Platform as the source of any information which you obtain from the Platform, linking back to the Platform. You shall not have the right to use or disclose any of our confidential information which you reasonably consider is confidential;
    3. upon our request update any User Content on the Platform and/or the Services to the most updated version;
    4. upon request, either by us or by a third party user who has provided Third Party Content on the Platform, permanently delete, destroy and erase such Content and require that any party to whom such Content has been provided do the same;
    5. not use the Services or Platform, our Content, Third Party Content or information acquired from the use of the Services or Platform in any way to compete with Sensible Spark, the Services or the Platform;
    6. not sublicense, transfer, share, lend, distribute or resell to any third party your right to access or use the Services or Platform (or any portion thereof);
    7. not use any data mining features, robots, spiders or similar data gathering and extraction tools in your use of the Services or Platform whether to retrieve, index, “scrape,” “data mine,” or in any way gather content or data from the Services or Platform, or otherwise circumvent the navigational structure or presentation of the Services or Platform, or manipulate the Platform; and
    8. not circumvent, disable, override or otherwise interfere with any security-related features of the Services or Platform, or any other features that prevent or restrict use, copying, data mining or otherwise or enforcement of the limitations on the use of the Services or Platform.
64. Suspension of access to the Platform and closure of a User Account for a breach of these Terms are governed by clauses 35, 75 and 109.

PRIVACY AND PERSONAL INFORMATION

65. We value your privacy. Please review our Privacy Policy to learn more about how we collect and use information about you.
66. You shall comply with all applicable requirements of all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR (as defined in section 3(10) of the Data Protection Act 2018); the Data Protection Act 2018; and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and any relevant legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications) (“Data Protection Legislation”).
67. You will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of any personal data to any User or us via the Platform or otherwise for the duration and purposes envisaged under these Terms and so that we may lawfully use, process and transfer any personal data in accordance with these Terms. For the avoidance of doubt this shall include where you direct us to confirm participation of a third party in a project and to create an account in the Platform and link to your Project. 
68. You shall ensure that you have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures. 
69. You give us general written authorisation to appoint third party processors of personal data. We will inform you of any intended addition or replacement of a third party processor, and you may object to that change. 
70. Where we act as a processor of personal data on your behalf, our obligations are those set out in these Terms and we will not vary them to your detriment without your agreement.
71. Where we process personal data on your behalf as a processor, we act only on your documented instructions unless required to do otherwise by law; we ensure that the people we authorise to process that personal data are under a duty of confidence; we take the security measures required by Article 32 of the UK GDPR; we impose the same obligations on any third party processor we appoint and remain liable for their performance; we assist you, so far as we reasonably can, in responding to requests from individuals exercising their rights and in meeting your obligations on security, breach notification and data protection impact assessments; on the end of the Services we delete or return that personal data at your choice, unless we are required by law to keep it; and we make available to you the information reasonably necessary to demonstrate our compliance with this clause and allow for and contribute to audits. The subject matter of that processing is your use of the Platform and the Services, its duration is the term of these Terms, its nature and purpose is the provision of the Platform and the Services, the personal data is the personal data of other individuals contained in your User Content, and the categories of individual are the people identified in it. We are the controller of the personal data you give us about yourself and about your account, and our Privacy Policy applies to it.
72. We shall be permitted to use aggregated and anonymised bench-marking data which is derived from any User Content or any use of the Platform by you as we determine and in our utter discretion for legitimate business purposes.

ACCEPTABLE USE

73. Users of the Platform and Services shall not (except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms):
    
    1. contact another user outside the Platform without their agreement where you have no pre-existing relationship with them. We understand that you may have a pre-existing relationship with another user independent of each user’s use of the Services and Platform, and nothing in these Terms restricts that relationship or requires any dealing between you to take place on the Platform. 
    2. make any offensive comments based on a person’s age, race, gender identity, sexual preference or disability in any communications with other users or within any User Content;
    3. send unlawful, hateful, racist, libelous, defamatory, profane, obscene, indecent, pornographic, sexual or otherwise objectionable content or language in any communications with other users or within any User Content;
    4. defame, libel, ridicule, mock, disparage, threaten, harass, intimidate or abuse anyone;
    5. speak disparagingly to our staff or to other users;
    6. make any rude, inappropriate, violent, or abusive statements to our staff or exhibit rude, inappropriate, violent or abusive behaviour on the Platform;
    7. promote violence, illegal drug use, or substance abuse or describe how to perform a violent act, use illegal drugs or abuse other substances via the Platform or in any User Content;
    8. violate the contractual, personal, intellectual property or other rights of any person, or promote illegal activity;
    9. reveal any personal information about another individual;
    10. attempt to impersonate any other party;
    11. create user accounts by automated means or under false pretenses or mislead others as to the origins of your communications;
    12. trick, defraud, deceive or mislead us or other users;
    13. make improper use of the our services or submit false reports of abuse or misconduct;
    14. create or transmit unwanted electronic communications such as "spam," to other users or members of the Platform, or otherwise interfere with other users' or members' enjoyment of the Platform;
    15. damage or otherwise harm, in our opinion, us and/or the Platform;
    16. introduce or permit the introduction of, any virus or vulnerability into the Platform or Services
    17. attempt to clone, benchmark, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform and/or any software contained therein (as applicable) in any form or media or by any means; or
    18. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software in the Platform; or
    19. access all or any part of the software in the Platform in order to build a product or service which competes with the Platform; or
    20. use the Platform or Services to provide services to third parties not on the Platform; or
    21. use the Platform or Services for unlawful purposes; or
    22. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform or Services available to any third party; or
    23. attempt to obtain, or assist third parties in obtaining, access to the Platform or Services including without limitation any unauthorised third parties attempting to undertake unauthorised maintenance and/or support; 
74. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, promptly notify us.
75. Notwithstanding its other rights we may at any time suspend access to the Platform whilst we investigate any issues raised against a User. 

INTELLECTUAL PROPERTY RIGHTS 

76. You acknowledge and agree that Sensible Spark and/or its licensors own all intellectual property rights in the Platform and software contained therein. For the avoidance of doubt as set out above this is not User Content nor Third Party Content which is not owned by Sensible Spark but licenced for its use under these terms or terms with the relevant user.
77. Subject to your acceptance of these Terms, we grant you a non-exclusive, revocable, non-assignable, non-sublicensable, non-transferable limited right to access and use the Platform and the Services. 
78. Except as expressly provided herein, nothing in these Terms gives you a right to use the Platform, Services, our Content, our intellectual property rights in the Platform, or our trade marks, trade names, service marks, logos, domain names, or other brand features. Sensible Spark and its licensors reserve all rights not expressly granted in these Terms. 
79. We confirm that we have all the rights in relation to the Platform that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms.
80. By uploading or otherwise providing any User Content through your use of the Services or Platform, whether through your User Account or otherwise, you grant us a non-exclusive, royalty-free, fully paid-up, worldwide licence, which we may not transfer except together with our business under the clause headed Assignment and Other Dealings, to use, display, catalogue, perform, exhibit, reproduce, compile and make available that User Content solely as necessary to provide, operate and secure the Services and Platform, for the applicable retention period, or as otherwise agreed with you in writing. Our service providers may act under this licence on our behalf and on our instructions. The applicable retention period for any material is the whole period for which our Privacy Policy allows us to keep material of that kind, both while your User Account is open and after it closes: for project materials and other content, the period stated for them in the Data retention section of our Privacy Policy; for other material, the period stated there for the category of personal data it falls within. For personal data about other people that we process on your behalf under clause 71, it is the period of the Services and any period you instruct under that clause.
81. To provide our Services and to keep making them better, we need a copyright licence to use what you upload. You grant us a non exclusive, worldwide, royalty free licence to analyse User Content, including making the copies needed to do so, for no longer than the applicable retention period (defined in clause 80), and to use what we learn from it solely to operate, provide and improve the Platform and the Services, and to develop, train and improve our technology. What we learn is ours to keep; your User Content itself is not kept beyond the applicable retention period, and removing your name from it does not extend this licence. So far as this licence covers developing, training and improving our technology, it does not extend to personal data about anyone other than you, and we do not use personal data about other people contained in your User Content to develop, train or improve our technology. Where the Platform offers messaging or comments, the messages and comments you send to other users through it are not analysed under this clause, except as needed to operate and secure that feature and to deal with a report of misuse. Where your User Content contains personal data, this licence is subject to your rights under data protection law, including your right to object to analysis for developing, training or improving our technology as set out in our Privacy Policy; if you object, we stop using your User Content for that purpose. Apart from the uses permitted by clauses 72, 80 and 82, we do not use your User Content for any other purpose, and we do not sell it, publish it or license it to anyone else. Our service providers may process it on our behalf and on our instructions, as our Privacy Policy describes. If you, or another user, or anyone else tells us that material on the Platform is theirs and that the uses in this clause have not been permitted, we will stop analysing that material under this clause while we look into it, and we will not resume unless we are satisfied that the permission exists. Where the same material has been submitted by more than one user, a request from any of them to stop analysis or to delete it applies to every copy we hold, unless another user shows us that they hold the rights. You can exclude any of your User Content from this clause at any time by writing to legal@sensiblespark.com.
82. Following the termination of these Terms for any reason, including closure of your User Account, we shall have a royalty-free, fully-paid-up, worldwide right and licence to use any of your User Content on the Platform, only for the material, purpose and period needed for archival purposes, and for enforcing our rights under these Terms, and in any event for no longer than the applicable retention period. Archival purposes means keeping the material for the period and reasons set out in the Data retention section of our Privacy Policy, namely so that an account closed by mistake can be restored, so that a dispute already under way can be dealt with, and so that we can meet our legal, tax and accounting obligations. Once your User Account is closed we do not analyse your User Content under clause 81; what we have already learned is not affected. When you close your User Account you may ask us to delete your project materials immediately, and you may ask us to delete them at any time during the archival period, except for what we need to keep to deal with a dispute already under way or to enforce our rights. Where we act as a processor for you, clause 71 applies instead of this clause.
83. Sensible Spark shall not seek additional permission from you for any of the uses permitted by clauses 72 and 80 to 82, and you expressly waive, only to the extent needed for those permitted uses, any right of approval for, or to payment for, such uses. This clause does not affect any claim you have if we use your User Content in a way these Terms do not permit or in breach of these Terms, and nothing in this clause affects any right you have under data protection law.
84. We work with many projects, and ideas that are similar to yours will reach us independently. Nothing in these Terms prevents us from working with other users on projects that happen to be similar to yours. This does not permit us to use your User Content, or anything confidential in it, for anyone else.
85. User Content is private by default. We only share User Content with another user where you have told us it can be shared. Every user is bound by these Terms, including the requirement to respect other users' rights in their Content, but we are not responsible for what another user does with something you have shared with them. We will use reasonable endeavours to apply any restrictions on your User Content agreed with us in advance. User Content that you have not chosen to share stays private, and we treat it as confidential.

NO ADVICE

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

NO PARTNERSHIP OR AGENCY. 

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

LIABILITY 

90. We shall use commercially reasonable endeavours to make the Platform available 24 hours a day, seven days a week, except for:
    
    1. planned maintenance; and
    2. unscheduled maintenance.
91. The Platform is provided on an ‘as is’ and on an ‘as available’ basis. 
92. Clause 47 sets out when we may change the Platform or the Services, or suspend or withdraw any part of them, and the notice we will give you. 
93. Subject to clause 48(1), we will not be liable to you if the Platform (or any part of it) is unavailable at any time and for any period.
94. Changes may, from time to time, be made to the Platform and/or Services for example, to reflect changes in relevant laws and regulatory requirements, or to address technical or security issues. These changes should not normally affect your use of the Platform. 
95. All services performed by us will be carried out with reasonable skill and care. This shall not apply to the extent of any non-conformance which is caused by your use of the Platform or Services contrary to our instructions or directions, or modification or alteration of the Platform by any party other than us 
96. We do not warrant that:
    
    1. any use of the Platform will be uninterrupted or error-free.; or
    2. that the Platform will meet your requirements; or
    3. that the Platform or any software will be free from any vulnerabilities; or
    4. the Platform software or services will comply with any heightened cybersecurity requirements; or
    5. the Platform will be compatible with any specific device.
97. We shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including without limitation the internet, and you acknowledge that the Platform and Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

LIMITATION OF LIABILITY  

98. Except as expressly and specifically provided in these Terms and to the maximum extent permitted by law:
    
    1. Subject to clause 103, you assume sole responsibility for any and all results obtained from the use of the Platform and Services and for conclusions drawn from such use or any action taken as a result. 
    2. we shall have no liability for any damage caused by errors or omissions in any information, instructions, data or scripts provided to us by you or any user in connection with the use of the Platform, or any actions (or inaction) taken by us at your direction;
99. You acknowledge and agree that to the maximum extent permitted by law all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded in respect of its agreement with us. 
100. Nothing in these Terms excludes our liability:
     
     1. for death or personal injury caused by our negligence; or
     2. for fraud or fraudulent misrepresentation; or
     3. for any other liability which cannot be legally excluded
101. Subject to the clause headed Confidentiality and data breach below, to the maximum extent permitted by law we shall not be liable to you whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms.
102. Subject to the clause headed Confidentiality and data breach below, and notwithstanding these Terms and to the maximum extent permitted by law, our total aggregate liability in contract, tort (including without limitation negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of our agreement with you shall be limited to £1,000. 
103. Confidentiality and data breach. Nothing else in these Terms limits or excludes our liability for breach of clauses 81, 84 or 85 in respect of your User Content, for any use of your User Content that is not permitted by clauses 72 and 80 to 82, or for unauthorised access to, disclosure of, loss of or corruption of your User Content caused by our failure to use reasonable skill and care. Our total liability to you under this clause, for all such claims taken together, is limited to £25,000. This limit does not apply to any liability that the law does not allow us to limit.

INDEMNITY  

104. At all times you are responsible for your use of the Platform and Services. 
105. At all times you are responsible for the integrity and accuracy of your User Content. 
106. You will compensate us for any loss, damage, cost or expense (including reasonable legal costs) that we suffer or incur as a result of: (1) your breach of these Terms; (2) your User Content infringing another person's rights or breaking the law, including any claim that you did not have the right to share personal data in it with us or with another user; (3) a claim by a third party that you asked us to contact to confirm their participation in your Project, to the extent the claim arises from your request; or (4) your dealings with another user, where the claim is made against us because of something you did or failed to do. This does not apply to the extent the loss was caused by our own breach of these Terms or our negligence. If you are a consumer, your liability under this clause is limited to losses that were a foreseeable result of your breach.
107. Clause 106 sets out the only circumstances in which you must compensate us, and it applies to loss connected with 
     
     1. User Content, including without limitation in respect of any data protection obligations; 
     2. any use of your User Content as permitted or envisaged under these Terms or in the carrying out the Services; 
     3. your use of any other Third Party Content whether made available by the Platform or otherwise; 
108. At all times each Project Owner shall defend, indemnify and hold us harmless against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with 
     
     1. any complaint or action taken by any third party that you ask us to contact to confirm their participation in your Project; 
     2. any issues arising out of us connecting you with any third party  at your request. 

TERMINATION

109. Term and termination. (a) These Terms start when we approve your User Account and continue until your User Account is closed. Closing your User Account, whether by you or by us, terminates these Terms, and references in these Terms and in our Privacy Policy to account closure mean that event. (b) You may close your User Account at any time, for any reason and free of charge, by emailing legal@sensiblespark.com, or through your account settings where the Platform offers that option. We will confirm closure within 5 business days of your request. (c) We may close your User Account for any reason by giving you at least 30 days' written notice. (d) Without affecting any other right or remedy, either of us may terminate these Terms with immediate effect by written notice to the other if the other: (1) commits a material breach of these Terms which is irremediable or, if remediable, is not remedied within 14 days after written notice requiring it to be remedied; or (2) has a receiver, administrator or liquidator appointed, passes a resolution for winding up (other than for a solvent amalgamation or reconstruction), is the subject of a court order to that effect, enters into a composition or arrangement with its creditors, is made bankrupt or otherwise becomes insolvent. An event within (2) is treated as a material breach incapable of remedy. (e) Clause 75 (suspension while we investigate) is not affected by this clause.

110. On termination for any reason:
     
     1. the licence granted to you under clause 77 ends and you must stop using the Platform;
     2. Fees that accrued before termination remain due and payable, and clause 37 states the extent to which Fees continue to apply after termination;
     3. for 30 days after termination you may ask us for a copy of your User Content in a common format, and after that we handle your User Content and your other personal data as set out in the Data retention section of our Privacy Policy: in summary, we delete or anonymise your project materials within 6 months of closure, or sooner if you ask, and we keep identity, contact, financial and transaction records for 6 years after closure. Where we process personal data on your behalf as a processor, clause 71 applies instead;
     4. you lose access to Third Party Content through the Platform, and you must stop using, and on request delete, any Third Party Content you obtained through the Platform, except to the extent the user who shared it has agreed otherwise in writing;
     5. any rights, remedies, obligations or liabilities that accrued before termination, including the right to claim damages for a breach that existed at or before termination, are not affected.

THIRD PARTY PLATFORMS

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

MISCELLANEOUS

Changes to the Terms

112. We may change these Terms for any of the following reasons: to reflect a change in the law or in regulatory or industry requirements; to reflect a change to the Platform or the Services, including new features; to improve security or prevent abuse; to correct errors or make the Terms clearer or fairer; to change the Fees; or to reflect a change in how our business operates. A change to a retention period in our Privacy Policy, or to anything else in it that affects how long we keep or may use your User Content, is treated as a change to these Terms. Where a change could be to your detriment, we will give you at least 30 days' written notice by email to the address on your User Account before it takes effect, and each notice will state the effective date. A change that is not to your detriment, or that is required by law or needed urgently for security, may take effect on posting of the revised Terms, and we will explain why. If you do not want to accept a change you may close your User Account free of charge under clause 109 before the effective date, and the previous version of these Terms will apply to you until closure. A change that expands what we may do with your User Content does not apply to material already on the Platform until the notice period has ended, and you may delete that material or close your User Account before then. Your continued use of the Platform or the Services after the effective date will constitute your acceptance of the change. We publish the current version of these Terms at sensiblespark.com/terms and make it available on the Platform.

Assignment and Other Dealings

113. You may not assign, transfer, charge, subcontract, declare a trust over or otherwise deal with any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations under these Terms to another company in connection with a sale, merger or reorganisation of our business, and we may subcontract the performance of our obligations, provided that this does not reduce your rights under these Terms. We will tell you in writing if we transfer our rights and obligations, and if you are a consumer you may close your User Account without charge if you do not wish to deal with the new provider.

Entire Agreement

114. These Terms, our Privacy Policy, any document expressly referred to in them and any written agreement between us referred to in clause 80 or clause 85 make up the whole agreement between us about the Platform and the Services and replace any earlier agreement or understanding about them. Each of us agrees that, in entering into these Terms, we have not relied on any statement that is not set out in those documents. Nothing in this clause: (a) limits or excludes liability for fraud or fraudulent misrepresentation; (b) prevents you from relying on a notice of changes we send you under the clause headed Changes to the Terms, or on anything we tell you in writing about your User Account; (c) where you are a consumer, affects any statement that the Consumer Rights Act 2015 treats as a term of our contract with you; or (d) changes what private means: we do not share your User Content with other users unless you choose to, and we and our service providers use it only as clauses 72 and 80 to 82 and our Privacy Policy describe. 

Third Party Rights. 

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

Waiver 

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

Force Majeure

117. Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent it is caused by an event beyond its reasonable control, including natural disaster, extreme weather, fire, flood, earthquake, war, terrorism, civil disturbance, epidemic, industrial action, failure of a utility, failure of the internet or of a telecommunications network, or the act or omission of a third party supplier. The affected party shall notify the other as soon as reasonably practicable. If the event continues for more than 60 days, either party may terminate these Terms by written notice.

Notices

118. Any notice given under these Terms must be in writing. Notice to us must be sent to legal@sensiblespark.com and to our registered office. Notice to you will be sent to the email address on your User Account. A notice sent by email is treated as received at the time of transmission, and a notice sent by post is treated as received on the second business day after posting.

No Oral Modification

119. These Terms may be varied only by us in accordance with the clause headed Changes to the Terms. No other variation has effect, including any variation said to be agreed orally or by conduct. Nothing in this clause prevents you from relying on a notice of changes that we send you under the clause headed Changes to the Terms, or on any written agreement referred to in clause 80 or clause 85.

Survival

120. The following survive termination of these Terms for any reason: the clauses headed Fees, Content, Privacy and Personal Information, Intellectual Property Rights (except clause 77, which ends on termination, and clauses 80 and 81, which apply after termination only as clause 82 provides), No Advice, Liability, Limitation of Liability, Indemnity and Miscellaneous, together with clause 110, the obligation to keep another user's shared User Content confidential, and any other provision which by its nature is intended to continue.

Severance

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

Dispute Resolution; Governing Law and Jurisdiction

122. If you have any concern or dispute about the Platform or the Services, please contact us first at legal@sensiblespark.com so that we can try to resolve it informally. We will respond to complaints as quickly as we reasonably can. If you are a consumer: (a) nothing in these Terms affects your legal rights as a consumer, and where any part of these Terms conflicts with those rights, your rights prevail; (b) we do not currently belong to any alternative dispute resolution scheme, so if we cannot resolve a dispute between us you may bring a claim in the courts described in the clause headed Governing Law and Jurisdiction; and (c) when we tell you the outcome of a complaint we will also tell you about any dispute resolution arrangement that is then available to you. 
123. You are solely responsible for your interactions with other Users of the Platform or Services. We may, but are not obliged to, help resolve a dispute between you and another User. If you have a dispute with another User, we are not party to it and are not liable for it, except where the dispute arises from our own breach of these Terms or our failure to use reasonable skill and care.
124. These Terms, and any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with them, their subject matter or their formation, are governed by the law of England and Wales. Each party agrees that the courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim, except that if you are a consumer: (a) you may also bring proceedings in the courts of the part of the United Kingdom in which you live, and we may bring proceedings against you only in those courts; and (b) nothing in this clause deprives you of the protection of any law of the country in which you live that cannot be excluded by agreement.