Terms and conditions
This document was updated on September 4th, 2023
The following are terms of accessing and/or using Sprii’s website and service (hereinafter “the Service”). By accepting the terms below (hereinafter “the Agreement”) and/or using the Service, you are stating that you agree to be bound by all terms without modification, conditions, or notices.
Our services include the following:
- Marketplace.sprii.io (hosted checkout)
- Sprii.io (the website)
- App.sprii.io (the web application)
- Sprii Onsite (Embeddable Player with Built-In Checkout)
- Sprii host app (video streaming application for mobile device)
General information
Sprii Aps
Sommervej 31E, st
8210 Aarhus V
Denmark
VAT: DK42084476
Phone: +4535154033
E-mail: hey@sprii.io
Confidentiality
The Parties undertake to treat confidentially all information relating to each other’s matters. In addition, the Parties undertake not to disclose such confidential information to third parties without prior written permission from the opposing Party and to use confidential information only for the purpose described in the Agreement.
Any information relating to the activities of the Parties, including its partners, or business relationships acquired by the Parties through their trade, except for information published by the Parties, shall be deemed to be confidential information.
Processing of personal data
By using our services, you also accept our privacy policy as on the website sprii.io.
The User is the data controller concerning the processing of personal data related to the end Consumers when using the Sprii software, products and services, and Sprii Aps is the data processor. The processing of personal data is further regulated by the data processor agreement that will be made on user request.
Fees and Services
Sprii offers a range of subscriptions and a free trial option. At the end of a free trial, you agree to either pay applicable fees at that time or discontinue using the Service.
All subscriptions will automatically renew for the same term using the payment method on file unless you change or discontinue the Service.
All Sprii prices are listed excluding VAT.
Subscriptions activated before February 1st 2023
The PRO subscription includes a transaction fee. This is settled as a percentage based on the User’s gross cart value incl. VAT during.
The BASIC subscription includes a reservation fee. This is settled as a fixed price per unique User who is referred to your business as a result of a reservation.
The LIGHT subscription includes a reservation fee. This is settled as a fixed price per reserved product.
A PRO subscriber can use functions from the BASIC subscription and will then be charged a reservation fee.
Sprii can regulate all prices and fees with a minimum of one month’s notice. The User is obliged to pay the regulated price but may choose to terminate the agreement in writing according to the applicable notice periods. An announced price change will take effect from the next subscription period.
Returns
No transaction refund is given on the base of product returns after order completion. The transaction fee relates to the sale only.
Subscriptions activated from February 1st 2023
The transaction fee is based on revenue.
How we calculate Revenue
Sprii checkout
Revenue is the paid amount.
With Webshop integration and shop checkout
The transaction fee is based on the actual paid amount, but never more than the amount that was reserved by the customer through Sprii. If more products are added to cart during shop checkout, we will not charge a fee to the amount above the amount that was reserved by the customer through Sprii. If a product or more is removed from cart and another or more are added to cart during webshop checkout, we will still add a transaction fee to the new product even though it was not sold during the Sprii supported campaign. We reserve the right to claim the transaction fee also to this sale, as it was initiated because of the use of Sprii, but we will not charge a fee to the potential amount over the amount that was initially reserved by the customer through Sprii.
If the webshop integration does not support Payment Confirmation to the Sprii service
We will estimate the revenue for transaction cost calculation. Revenue will be reduced by 25% of all campaign reservations of those consumers who have received their link to checkout and clicked it. Transaction fee will be based on this reduced revenue.
If Sprii checkout is used without a payment integration
Revenue will be based on the value of shopping carts where the checkout reached the final payment window. Meaning that the end consumer has seen cart, added personal details and confirmed the terms of trade.
If no checkout is used
The transaction fee is based on unique consumers who have received one or more links/messages per Sprii campaign.
Returns
No transaction refund is given on the base of product returns after order completion. The transaction fee relates to the sale only.
Aditional services
Gamification
The user fee for gamification is based on number of participants per game.
If a person joins a game with multiple tickets, the fee is only added once.
If a person joins multiple games in same event, the fee is added for every game.
Sprii Studio
8 hours streaming per month is included in the subscription fee. Extra hours can be added to the subscription at a cost.
Onsite
The agreement will be based on expected hours of view time. View time is the result of “number of viewers” x “time streamed”
Marketplace.sprii
Streaming on Marketplace.sprii (live shopping marketplace) is free of charge, but transactions are added to sales as all other channels used with Sprii.
Sprii Host App
The mobile application is free of charge, but the streaming time is limited via Sprii Studio as described above.
Invoicing and payment
When registering for automatic debit, you permit to save all necessary payment card information for use in the automatic debiting of your payment card. This information will be deleted when the agreement expires.
Due to automation, the invoiced amount is due for payment on the same day.
It is the User’s responsibility to ensure that the registered payment card is valid, and that the payment card information is renewed as necessary.
If your payment card expires, an e-mail will be sent with a link to renew card information.
Administration fees
When sending an invoice by e-mail, no administration fee is added.
When payment method is credit card, no administration fee is added.
If an invoice should be requested via EAN or paper mail, an administration fee of EUR 18 excluding VAT is added to the invoice.
When paying via “Betalingsservice” (a Danish Payment Service), an administration fee of EUR 15 excluding VAT is added.
If bank transfer is requested as payment method an administration fee of EUR 6 excluding VAT is added to the invoice.
Binding periods
If nothing else is agreed, there is no binding period other that the one-month subscription fee that is paid in advance at renewal date. The transaction fees are collected at the end of the month together with the potential following subscription fee.
It is however possible to agree to longer binding periods. In this case a subscription fee is paid at subscription renewal date for the entire period, and transaction fees are still collected at the end of each month.
Note that transaction fees are only invoiced when our services have been used.
Multiple social media pages to one Sprii account
With one account you may, without extra cost, if invoiced together, add a total of:
- 3 Facebook pages
- 3 Instagram pages
- 3 Sprii Host pages
If more pages are requested, these come at 33% the subscription fee per Facebook page.
User Responsibilities
To register for the Service, you must complete the registration process by providing Sprii with current, complete, and accurate information as required by the registration form. You are solely responsible for any use and all activities that occur under your account.
You are responsible for safeguarding the confidentiality of your password(s) and username(s) and for any use or misuse of your account resulting from any third party using your password or username. You agree to immediately notify Sprii of any unauthorized use of your account or any other breach of security known to you. You agree to let Sprii use your organization’s logo in its User list, at other places on its website and as part of a general list of Sprii’ Users for use and reference in corporate, promotional, and marketing material.
Don’t Use Our Service to Break the Law. You agree that you will not violate any laws in connection with your use of the Service. This includes any local, state, federal and international laws that may apply to you. It is your responsibility to obtain any permits, licenses, or tax registrations and have proof of ownership or receipts if required; you may not use the Service to list or sell items that violate any laws including, without limitation, those laws regarding the purchase, transportation, and delivery of alcoholic beverages.
The User is obliged to comply with good practices when using Sprii services. Good practice means broadly interpreted that the User may not use Sprii services to break the law or in any way interfere with other companies or individuals. If the User is unsure whether an action is allowed, it is the User’s responsibility to contact Sprii and request instructions.
The User is obligated to keep their master data up to date with Sprii, so address information, contact information and billing information are always valid.
The User agrees to comply with all applicable laws and regulations in connection with the User’s business and use of the Service.
The User also agrees that Sprii does not exercise any control over the content of the information provided by the User from Sprii services and that it is solely the User’s responsibility to ensure that the data that the User sends and receives when using Sprii comply with all applicable laws and regulations.
The user must provide terms and conditions to the end consumer before payment of products.
This can be set up for Sprii checkout or provided in the integrated webshop checkout.
Responsibility for Your Content
You are solely responsible for Your Content. You represent that you have all necessary rights to Your Content and that you are not infringing or violating any third party’s rights by posting it.
Inappropriate, False or Misleading Content. You agree that you will not post any content that is abusive, threatening, defamatory, obscene, vulgar, or otherwise offensive or in violation of our Terms. You also agree not to post any content that is false, misleading or uses the Service in a manner that is fraudulent or deceptive.
Integration to other marketplaces
When using our services your content and offers can be made available to other marketplaces. You can control this option in your page settings and at every campaign initiation at app.sprii.io
Sprii Rights
Sprii has the right at any time to change products from its price and product lists.
Sprii is entitled to assess whether the User is using Sprii products as intended. If the User overloads the service offered to such an extent that it inappropriately affects the Sprii platform, Sprii may at any time temporarily close access to that service without notice.
Sprii always strives to contact the User to adjust the User’s usage or offer the User a different solution. If the User does not want to adjust consumption or accept an alternative Solution, Sprii is entitled to terminate the User’s Solution with one month’s notice from the 1st of a month. In cases where the User has prepaid for a period interrupted by Sprii termination due to the above circumstances, the User is entitled to a refund of the prepaid amount for that part of the prepaid period in which the product is terminated.
If one of Sprii services e.g., “comment robot” is used for sending illegal content eg. spam, phishing or the like, Sprii reserves the right to temporarily close access to services without notice until the problem is rectified. This also applies even if the User is not aware of said abuse or is directly responsible for it.
Sprii reserves the right to terminate a User’s ongoing services with 30 days’ written notice. In cases where the User has prepaid for a period interrupted because of Sprii termination, the User is entitled to refund the prepaid amount for that part of the prepaid period during which the product is terminated.
In the event of changes in the law or the rules and permissions issued under this act, and in the event of an injunction for changes from an authority, Sprii may, without notice, change the User’s rights and obligations under the terms, without the User being entitled to any compensation.
Indemnification
You agree to indemnify, hold harmless and defend Sprii, its contractors, its licensors and their respective directors, officers, employees, and agents, at your expense, from and against any third-party claims, actions, proceedings, and suits, arising from your use of the Service, including but not limited to your violation of this Agreement. You agree to also indemnify the same against all expenses connected hereto, including attorneys’ fees.
Sprii is not liable for losses due to the unsolicited or unwanted transmission of data to/from the User from The Solution or because of the User’s loss of personal data or software. Sprii also cannot be held liable for losses due to unauthorized access to User data and/or systems.
Sprii may not be held liable for any indirect loss or consequential damage to the other Party or third parties, including its affiliates, resellers, Users, or other stakeholders, whether the loss is due to system failure, unauthorized access, failure to provide ordered services/products or other matters at Sprii.
Disclaimer of Warranties
The Service is provided “as is”. Sprii and its contractors hereby disclaim all warranties of any kind, expressed or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Sprii nor its contractors make any warranty that the Service or website will be error-free, free of viruses or other harmful components, or that access thereto will be continuous or uninterrupted. You understand that the use of the Service is at your discretion and risk.
The Service is designed for use on digital device browsers, including specifically Google Chrome, Safari, Microsoft Edge, and Firefox. It is the User’s responsibility to use the latest versions of browsers.
Sprii cannot be held responsible for verifying the validity of any recreated data. Sprii is not liable for losses if the User’s data cannot be restored from backup due to a lack of validity of these.
Sprii strives for the systems to be available 24 hours a day all year round. However, Sprii is entitled to discontinue operations when maintenance or other technical conditions so require. Such outages will, as far as possible, be announced in the first place.
Limitation of Liability
Sprii will not be liable to you or any third-party claimant for any indirect, punitive, consequential (including, without limitation, lost profits or lost data collected through the Service), or incidental damages, whether based on a claim or action of contract, warranty, negligence, or another tort, breach of any statutory duty, indemnity, or contribution or otherwise. The exclusion contained in this paragraph shall apply regardless of the failure of the exclusive remedy provided in the following paragraph.
Sprii is not responsible for the following types of losses:
- Operating loss or indirect loss.
- The User’s payroll costs for their staff and external costs for recording lost data and restoring systems.
- The User’s expenses for external consulting assistance and advisory assistance.
- The User’s loss of profit and/or goodwill.
Some jurisdictions do not allow the limitation or exclusion of liability to the extent stated above. In such case, Sprii and its contractors’ total cumulative liability to you or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement shall not exceed the total paid-in fee from you to Sprii within the 12 months before the date the claim is first brought against Sprii.
Service Levels
Sprii does not guarantee the Service will be always operable or during any downtime, including but not limited to Internet Service Provider outages, equipment failures, scheduled maintenance or force majeure.
Proprietary Rights Notice
The Service, including any content on the Service and all underlying technology (including all intellectual property rights embodied therein), is and shall remain the sole and exclusive property of Sprii and shall be protected by applicable copyright laws and other legislation. No license to any underlying technology is granted. You will not allow any third party to reverse engineer and/or create derivatives of the Service using any method possible. You will not, nor will you allow any third party to modify the Service in any way. You will use the Service solely for your commercial use and will not make the Service available for any type of external service such as, but not limited to, an application service provider.
If you provide feedback, ideas or suggestions regarding the Service, Sprii is free to fully exploit such feedback.
Termination
Sprii may terminate the Service and/or access to the Service at any time and for any reason without notice.
If you wish to terminate this Agreement or your service, you may simply stop using the Service. However, although this Agreement may terminate between the Service and you, some provisions of this Agreement shall still be in effect, including, without limitation, warranty disclaimers, indemnity, limitations of liability and proprietary rights.
If you are not using the service, we will not consider it as a discontinuance of the service. To discontinue the service, send an email to support@sprii.io. All upgrades are effective immediately, while downgrades are effective as of the next renewal date.
In the event you cancel your subscription, you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else.
A subscription agreement is automatically extended unless the User terminates the Subscription Agreement no later than 5 working days (according to Danish calendar) before the end of the subscription period.
Termination is not valid until Sprii has confirmed the termination in writing.
Miscellaneous
Sprii shall be excused from performance hereunder to the extent that performance is prevented, delayed, or obstructed by causes beyond its reasonable control. This Agreement represents the complete agreement between you and Sprii concerning its subject matter and supersedes all prior statements, agreements, and representations between the parties.
You may not assign or otherwise transfer any of your rights under the Agreement without Sprii's prior written consent and any such attempt is void.
Sprii is entitled to assign and/or transfer any of its rights or obligations under the Agreement to any third party. Sprii shall notify you of such a transfer.
The relationship between Sprii and you is not one of a legal partnership relationship but is one of the independent contractors. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and assigns of the parties hereto.
Severability
If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent possible to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.
Modifications
These terms and conditions may be amended or updated by Sprii from time to time. Your use of the Service after any such amendment or update of these terms and conditions shall signify your acceptance of the revised terms and conditions. Therefore, you are responsible for periodically visiting and reviewing these terms and conditions.
Price changes
Our prices can change over time.
We will reserve the right to do this with a 3 months’ notice before the subscription renewal date.
Applicable Law and Venue
This Agreement shall be governed by and construed under the laws of the state of Denmark without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and Danish law, rules, and regulations, Danish law, rules, and regulations shall prevail and govern. Each party agrees to submit to the exclusive and personal jurisdiction of the courts located in Aarhus, Denmark. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement. A waiver of any default is not a waiver of any subsequent default.
Complaints
If you wish to file a complaint with Sprii, this can be done by sending an email to hey@sprii.io
