Terms of service
Introduction
These are the terms and conditions of supply for services accessed on https://www.insitu.so, app.insitu.so, and all other subdomains through which the Services (defined below) are made available to you (together the "Sites", and each a "Site"). The Sites are operated by or on behalf of The Sprout Group Limited, trading as 'Insitu' ("we", "us" and "our"). We are a limited company, registered in England. Our registered company number is 12441398, and our registered office is at Uncommon, 1 Long Lane, London, England, SE1 4PG. Our VAT registration number is GB385 2514 85.
Your use of the Sites and purchase of any of the services offered on the Sites ("Services") is subject to these terms, and by accessing any Site you agree to be bound by them.
Use of your personal information submitted to or via the Sites is governed by our Privacy and Cookies Policy.
These terms and conditions were last updated on 16.09.24.
Registering with us
To use any of our Services, you must first register your organisation and set up an account with us. You can register with us by completing the account registration form, or following any alternative registration process that we choose to make available to you from time to time.
To register, you must provide us with accurate, complete and up-to-date information, which may include your name, business email address, the organisation you work for and/or represent, your job title, and details of a valid method of payment. You are responsible for the information you provide to us. You must contact us promptly to inform us of all changes to this information (see Contacting us) or promptly update your account information online in the event of any changes to this information
Registration is subject to approval by us in all cases, and we reserve the right, in our sole and absolute discretion, to decline any application for registration, without giving a reason. If we approve your registration, you will receive a notification from us.
You must have the necessary authority, power and right fully to bind the legal entity or organisation on whose behalf you wish to be granted access to the Service(s) ordered. If you are not authorised to bind that legal entity or organisation, you must not attempt to register. By registering, you represent and warrant to us that you are duly authorised.
Our Services
To access and make use of our Services, you must provide us with the account details of all compatible marketing accounts that you intend to use with our Services. You can see a list of compatible marketing accounts here. Your account details will be held and treated as confidential information, in accordance with the section entitled Confidentiality.
When you share your account details, you warrant that you have the legal right to those use and share such details for the purposes of receiving the Services. Further, you agree that you will provide us with all other information that we may reasonably request solely for the purposes of providing the Services to you.
Whether you are using our Services on a free trial, or paid for basis, we will grant access (subject to any upper limitations we agree with you from time to time) to you and your authorised employees, agents, and independent contractors of your organisation ("Authorised Users").
Free Trial
From time to time, we may offer free trials of our Services. Where we do so, we will communicate to you either via the applicable Site or otherwise in writing: the Service(s) included; the period of time for which each trial lasts ("Trial Period"); and any additional requirements and/or conditions that apply to the trial.
Free trials are only available to customers that have successfully registered and provided details of a valid method of payment. Unless otherwise agreed with us in writing, each Trial Period shall commence from the later of: (i) the date at which we grant you access to the applicable Service(s); or (ii) the date on which the first of your organisation's compatible marketing accounts has been connected to the Services.
You acknowledge and agree that during the Trial Period, any Services provided for free are offered on an "as-is" basis and we make no warranties or representations regarding the quality, suitability, or availability of the applicable Service(s) during this time.
You further acknowledge and agree that the provision of any Service on a free trial basis is at our sole and absolute discretion, and we may terminate, suspend or otherwise withhold access to, and use of, any such Services during the Trial Period, at anytime, and without reason or notice.
Unless you give us notice in writing otherwise within 30 days prior to the end of your Trial Period, you will automatically be subscribed to the paid for Service from the end of your Trial Period, and you acknowledge and agree that you will pay the applicable fees and charges in accordance with section entitled Charges and Payments.
If you choose not to subscribe to the paid for version of the Services, your access to the Services will terminate automatically upon expiry of the Trial Period, and we will delete any data generated from, and related to, your (and your Authorised User's) access and use of the Services within 12 months from the end of the Trial Period, unless you instruct us in writing to delete such data earlier – in which case we will use reasonable endeavours to do comply with such request.
To the fullest extent permitted by law, we shall incur no liability for any loss or damage arising from your use of any of our Services during the Trial Period, and you shall be fully liable under this agreement to us and our affiliates for any damages arising out of your, and your Authorised User's use of any of the Services.
Paid for Services
The paid for Services are as described on the Sites. We warrant that the Services will substantially conform to the relevant description on the Sites and will be provided with reasonable care and skill.
Each Service involves a subscription. The subscription gives you access to the applicable Service for a period of 12 months ("Initial Term"). It is important to note that, at the end of this subscription period, your subscription will automatically renew (unless we are no longer offering the Service, in which case we will notify you) for an equivalent period (and continue to do so) (each a "Renewal Term"), unless you have already cancelled your subscription (see Subscription Cancellation).
You acknowledge and agree that you are solely responsible for all use you and your Authorised User's make of any Service.
Additional Services
For time to time, we may offer additional support and services. These terms and conditions in addition to any additional terms and conditions we provide to you shall apply.
Ordering
Once you have successfully registered and set up an account with us, you may order our Services.
You may order our Services through the Site by clicking on the Service you wish to subscribe to and then following the prompts that will appear on-screen. You may check and correct any input errors in your order up until the point at which you submit your order to us by clicking the "Pay Now". button on the checkout page.
After placing an order, you will receive an acknowledgment from us that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to purchase the ordered Service(s). All orders are subject to acceptance by us. We are not obliged to accept your order and may, at our discretion, decline to accept any order for any reason. You do, however, acknowledge that by clicking on the "Pay Now", you enter into an obligation to pay for the Service(s). Where we accept your order, we will confirm such acceptance by sending you a confirmation of your order ("Order Confirmation"). The contract between you and us in relation to the Service(s) ordered ("Contract") will only be formed when we send you the Order Confirmation.
If you order our Services via any alternative ordering process that we make available to you from time to time, unless agreed in writing otherwise, the Contract will commence from the date we make the Services available to you.
Charges and payment
The charges for Services are as quoted on the applicable Site, or otherwise agreed with you in writing from time to time. Charges include VAT.
Charges are liable to change at any time, but changes will not affect orders in respect of which we have already sent you an Order Confirmation. For example, if you have subscribed for a 12 month subscription to a Service, the price of that Service will not change until the end of that 12 month term. Price changes will either be visible on the applicable Site, or otherwise communicated to you no less than 30 before days the end of your then current contract term.
Payment for orders may be made by credit or debit card on the checkout page or may be invoiced by us. We accept payment by most major credit and debit cards.
You should be aware that online payment transactions are subject to validation checks by your card issuer and we are not responsible if your card issuer declines to authorise payment for any reason. Please note, it is possible that your card issuer may charge you an online handling fee or processing fee. We are not responsible for this.
If your subscription to a Service renews (see Our Services), charges for each renewal period (at the same level as the preceding subscription period, unless the charges have increased, in which case we will notify you beforehand as mentioned above) will automatically be charged to your account, in advance, on the renewal date (or shortly before or after), unless you have already cancelled your subscription (see Subscription cancellation).
Charges for any additional usage or optional extras (in accordance with our charging method as set out on the applicable Site) will also be charged to your account.
You are responsible for all charges to your account. If you have questions regarding charges to your account, you should contact us (see Contacting us).
We will endeavour to take payment in respect of all charges to your account from the same credit or debit card that you have previously paid with (unless you have provided details of an alternative card in your name that we should use). You authorise us, on an ongoing basis, to debit that card (or, if relevant, the alternative card) automatically with all charges due and payable by you in relation to any Service in accordance with these terms and conditions, until that Service is cancelled, or your account is closed.
If you do not pay us charges you owe us on time (including if any correct charge to your credit or debit card is not authorised), we may suspend or terminate your access to any Service (and we reserve the right to pursue any available legal remedy to collect the amount owed by you). However, charges will continue to be incurred until the account is closed.
Access to the Sites
We cannot guarantee the continuous, uninterrupted or error-free operability of the Sites. There may be times when certain features, parts or content of the Sites, or the entire Sites, become unavailable (whether on a scheduled or unscheduled basis) or are modified, suspended or withdrawn by us, in our sole discretion, without notice to you. You agree that we will not be liable to you or to any third party for any unavailability, modification, suspension or withdrawal of the Sites, or any features, parts or content of the Sites.
Except to the extent expressly set out in these terms and conditions, and required to make full use of the Services that you have subscribed to (or are trailing), you are not allowed to:
'scrape' content or store content of the Sites on a server or other storage device connected to a network or create an electronic database by systematically downloading and storing all of the content of the Sites; or
remove or change any content of the Sites or attempt to circumvent security or interfere with the proper working of the Sites or the servers on which it is hosted.
You must only use the Sites and anything available from the Sites for lawful purposes (complying with all applicable laws and regulations), in a responsible manner, and not in a way that might damage our name or reputation or that of any of our affiliates.
All rights granted to you under these terms and conditions will terminate immediately in the event that you are in breach of any of them.
Intellectual property rights
Ownership
All intellectual property rights in any content of the Sites (including text, graphics, software, photographs and other images, videos, sound, trade marks and logos) are owned by us or our licensors. Except as expressly set out here, nothing in these terms and conditions gives you any rights in respect of any intellectual property owned by us or our licensors and you acknowledge that you do not acquire any ownership rights by downloading content from the Sites. In the event you print off, copy or store pages from the Sites (only as permitted by these terms and conditions), you must ensure that any copyright, trade mark or other intellectual property right notices contained in the original content are reproduced.
All intellectual property rights in any data, information, or materials provided by you (or your Authorised Users on your behalf) to us ("Customer Data"), including but not limited to personal data, social media and marketing data, content uploaded or created by you, and any other information derived from your usage of our Services, are retained by you.
Licences
Subject to full payment of the applicable charges and you and your Authorised Users' compliance with these terms and conditions, we hereby grant you and your Authorised Users a revocable, limited, non-exclusive, non-transferable, non-sublicensable right to access and use our Services for the Initial Term and any subsequent Renewal Term.
You shall comply with, and shall ensure that each Authorised User consents to and complies with, any terms of use or service (including any acceptable use policy and privacy and/or cookies policy that we may publish online through the Services, each as updated by us from time to time, all of which are incorporated into these terms and conditions by reference).
You grant to us an irrevocable, worldwide, royalty-free, non-exclusive, right to use Customer Data for the purposes of providing Services.
You grant to us an irrevocable, worldwide, royalty-free, non-exclusive, perpetual, transferable, sublicensable, fully-paid up right to access, store, copy, transfer and use Customer Data for the purposes of improving our Services, including (but not limited to) using Customer Data to train our artificial intelligence systems. The use of Customer Data under this licence shall be limited to activities necessary for the development, enhancement, and optimisation of the Services (including new services). We will handle all Customer Data in accordance with applicable data protection laws and regulations. Where feasible, we will anonymise or pseudonymise Customer Data before using it for AI training purposes to further enhance privacy protection.
Content
We may change the format and content of the Sites from time to time. You agree that your use of the Sites is on an 'as is' and 'as available' basis and at your sole risk.
Whilst we try to make sure that all information contained on the Sites (other than any user-generated content) is correct, it is not intended to amount to authority or advice on which reliance should be placed. You should check with us or the relevant information source before acting on any such information.
Except as expressly provided in these terms and conditions, we make or give no representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, quality, fitness for purpose or originality of any content of the Sites and, to the fullest extent permitted by law, all implied warranties, conditions or other terms of any kind are hereby excluded and we accept no liability for any loss or damage of any kind incurred as a result of you or anyone else using the Sites or relying on any of its content.
We cannot and do not guarantee that any content of the Sites will be free from viruses and/or other code that may have contaminating or destructive elements. It is your responsibility to implement appropriate IT security safeguards (including anti-virus and other security checks) to satisfy your particular requirements as to the safety and reliability of content.
External links
The Sites may, from time to time, include links to external sites, which may include links to third party offers and promotions. We include these to provide you with access to information, products or services that you may find useful or interesting. We are not responsible for the content of these sites or for anything provided by them and do not guarantee that they will be continuously available. The fact that we include links to such external sites does not imply any endorsement of or association with their operators or promoters.
Changes to the Service, charges and terms
As it is our policy continually to review and update our Service offerings, we reserve the right to make changes to any Service, charges and/or to these terms and conditions from time to time, provided that we will not, unless you agree, make any changes in respect of any Service you have already paid for that would significantly reduce the type or level of service you receive (except if we need to do so for security, legal or regulatory reasons) and/or increase the charges you are obliged to pay. We will always give you as much notice as we reasonably can of significant changes on the understanding that you have the option of accepting them or cancelling your Service subscription without penalty, in which case, you should notify us that you wish to cancel your subscription (see Subscription cancellation). If you do not cancel your subscription before the date on which the changes come into effect (which we will notify to you), this will mean that you have accepted them.
Subscription cancellation
If you do not wish your subscription to a Service to renew automatically at the end of the then-current subscription period you must notify us (see Contacting us) at least 30 days in advance of your renewal date (i.e. the date on which your subscription automatically renews). If you do not do this or not in sufficient time, charges to your account may continue until the end of the following subscription renewal period. It is your responsibility to notify us in advance of renewal.
You cannot cancel your subscription before the end of the then-current subscription period, unless:
the Service to which you are subscribed ceases to be available or becomes degraded so as to materially and adversely affect that Service and it is not restored within 7 days; or
we make changes, in the circumstances described under Changes to the Service, charges and terms, to which you do not agree.
In any of these cases, you should notify us (see Contacting us) that you wish to cancel your subscription, in which case we will give you a pro-rated refund of the advance charges already paid by you, based on the unexpired portion of the then-current subscription period.
Service suspension and termination
Suspension
We may, from time to time, with or without prior notice, temporarily suspend the operation of any Service and/or the Sites (in whole or in part) for repair or maintenance work or in order to update or upgrade any contents, features or functionality.
Termination
We may, with or without prior notice, terminate any Contract or suspend and/or terminate any Service and/or your use of your account in the event that:
you have breached any of these terms and conditions;
you fail to pay any correctly billed charges when due; or
you become insolvent or make composition with your creditors or petition for your own bankruptcy or have a bankruptcy petition presented against you, or are subject to any event or proceedings which are equivalent or substantially similar under any applicable jurisdiction.
If you have breached these terms and conditions, we may take such action as we deem appropriate. Such a breach by you may result in our taking, with or without notice, all or any of the following actions:
issue of a warning to you;
immediate, temporary or permanent withdrawal of your right to use any Service;
legal proceedings against you for reimbursement of all recoverable loss and damage resulting from the breach; and/or
disclosure of all relevant information to law enforcement authorities as we reasonably feel is necessary.
The responses described above are not limited, and we may take any other action we deem appropriate.
Upon termination of any Contract or Service or your account, for any reason (including where, in accordance with these terms and conditions, you do not renew your Service subscription):
all rights granted to you under these terms and conditions will immediately cease;
you must promptly discontinue all use of the relevant Service;
you must pay us all outstanding amounts that you owe us; and
we will destroy or return (at your option) any confidential information you have provided to us and use reasonable efforts to delete any data generated from, and related to, your (and your Authorised User's) access and use of the Services within 30 days, where technically possible.
Our liability
Nothing in these terms and conditions shall limit or exclude our liability to you:
for death or personal injury caused by our negligence;
for fraudulent misrepresentation; or
for any other liability that, by law, may not be limited or excluded.
Subject to this, in no event shall we be liable to you for any indirect or consequential losses, or for any loss of profit, revenue, contracts, data, goodwill or other similar losses, and any liability we do have for losses you suffer arising from any Contract shall not, in respect of any 12-month period (calculated from the date of that Contract), exceed the charges payable by you for the relevant Service(s) in that 12-month period and is strictly limited to losses that were reasonably foreseeable. Losses are foreseeable where they could be contemplated by you and us at the time your order is accepted by us.
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under any Contract that is caused by events outside our reasonable control.
General
You may not transfer or assign any or all of your rights or obligations under any Contract.
All notices given by you to us must be given in writing to the address set out at the end of these terms and conditions. We may give notice to you at either the email or postal address you provide to us when placing an order.
If we fail to enforce any of our rights, that does not result in a waiver of that right.
If any provision of these terms and conditions is found to be unenforceable, all other provisions shall remain unaffected.
These terms and conditions may not be varied except with our express written consent.
These terms and conditions and any document expressly referred to in them represent the entire agreement between you and us in relation to the subject matter of any Contract. We are required by law to advise you that Contracts may be concluded in the English language only and that no public filing requirements apply.
These terms and conditions shall be governed by English law. You agree that any dispute between you and us regarding these terms and conditions or any Contract will only be dealt with by the English courts.
