Please read these Terms of Service (“Terms”) carefully before accessing or using the website at spectra-analytics.com or the SPECTRA cloud-based process intelligence platform (together, the “Services”) operated by Spectra Analytics Ltd (“Spectra Analytics”, “we”, “our”, or “us”).
By accessing or using the Services, you (“Customer”, “you”, or “your”) agree to be bound by these Terms and our Privacy Policy. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, you must not access or use the Services.
“Authorised Users” means individuals — employees, contractors, or agents of Customer — who are permitted to access the Services under Customer’s account.
“Customer Data” means all data, files, and content uploaded to or processed through the Services by Customer or its Authorised Users.
“Documentation” means the technical and user documentation made available by Spectra Analytics at spectra-analytics.com/docs.
“Intellectual Property Rights” means all patents, trade marks, service marks, copyrights, database rights, design rights, know-how, trade secrets, and all other intellectual property rights, whether registered or unregistered, worldwide.
“Platform” means the SPECTRA cloud-based software application and associated infrastructure operated by Spectra Analytics.
“Subscription” means the plan and tier selected by Customer that governs the scope of access to the Services.
Subject to Customer’s payment of applicable fees and compliance with these Terms, Spectra Analytics grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription term to access and use the Services solely for Customer’s internal business operations, in accordance with the Documentation and these Terms.
Customer is responsible for managing access credentials and ensuring that Authorised Users comply with these Terms. Customer must promptly notify Spectra Analytics of any suspected unauthorised use or breach of security.
Customer must not, and must ensure Authorised Users do not:
From time to time, Spectra Analytics may offer features designated as “beta”, “preview”, or “experimental”. Such features are provided as-is without warranty and may be discontinued at any time without notice.
Customer retains all right, title, and interest in and to Customer Data. Spectra Analytics acquires no rights in Customer Data except as necessary to provide the Services.
Customer grants Spectra Analytics a limited, worldwide, royalty-free licence to process, store, and transmit Customer Data solely to the extent necessary to provide the Services, perform support obligations, and comply with legal requirements.
Customer is solely responsible for:
Customer must not upload Special Categories of Personal Data as defined under GDPR Article 9 (including health data, biometric data, or data revealing racial or ethnic origin) unless a separate written Data Processing Agreement has been executed with Spectra Analytics.
To the extent the Services involve the processing of personal data on behalf of Customer, the parties shall enter into a Data Processing Agreement which shall be incorporated into and form part of these Terms.
Customer agrees to pay all fees specified in the applicable order, invoice, or pricing page. Fees are stated exclusive of value-added tax (VAT) or other applicable taxes, which shall be payable by Customer in addition.
Unless otherwise agreed in writing, fees are due in advance of each Subscription period. Spectra Analytics reserves the right to suspend access to the Services if payment is not received within 14 days of the due date.
All fees are non-refundable except as expressly set out in these Terms or required by applicable law. If Customer terminates a paid Subscription early, no refund will be issued for the unused portion of the Subscription period.
Spectra Analytics may change its fees at any time by giving at least 30 days’ prior written notice. Continued use of the Services after the effective date of any price change constitutes acceptance of the new pricing.
As between the parties, Spectra Analytics retains all Intellectual Property Rights in and to the Services, Platform, software, Documentation, algorithms, models, trade marks, and all improvements, modifications, and derivative works thereof. Nothing in these Terms transfers any such rights to Customer.
If Customer or any Authorised User submits feedback, suggestions, or ideas regarding the Services (“Feedback”), Customer grants Spectra Analytics an irrevocable, royalty-free, worldwide licence to use, incorporate, and exploit such Feedback for any purpose without obligation or compensation.
Spectra Analytics may generate and use aggregated, anonymised, and de-identified data derived from Customer Data or platform usage for product improvement, benchmarking, and research purposes, provided such data cannot reasonably be used to identify Customer or any individual.
Each party (“Receiving Party”) agrees to: (a) keep confidential all non-public information of the other party (“Disclosing Party”) that is designated as confidential or that reasonably should be understood to be confidential (“Confidential Information”); (b) use Confidential Information only to exercise rights or fulfil obligations under these Terms; and (c) restrict disclosure to employees, contractors, and advisors who have a need to know and are bound by substantially similar confidentiality obligations.
These obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party at the time of disclosure; (c) is received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.
The Receiving Party may disclose Confidential Information to comply with a legal obligation, court order, or regulatory requirement, provided it gives the Disclosing Party reasonable prior written notice (where lawfully permitted) and cooperates with any efforts to seek a protective order.
Spectra Analytics warrants that: (a) it has the legal right and authority to enter into these Terms; (b) the Services will operate materially in accordance with the Documentation under normal use; and (c) it will implement commercially reasonable security measures to protect Customer Data.
Customer warrants that: (a) it has the legal right and authority to enter into these Terms and bind its organisation; (b) its use of the Services will comply with all applicable laws and regulations; and (c) Customer Data does not infringe any third-party rights.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY SET OUT IN CLAUSE 7.1, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. SPECTRA ANALYTICS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, AND NON-INFRINGEMENT.
SPECTRA ANALYTICS DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS; (B) ANY DATA, RESULTS, OR ANALYSES PRODUCED BY THE SERVICES WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE; OR (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED.
THE RESULTS AND OUTPUTS GENERATED BY THE PLATFORM ARE PROVIDED FOR INFORMATIONAL AND ANALYTICAL SUPPORT PURPOSES ONLY. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL DECISIONS MADE IN RELIANCE ON SUCH OUTPUTS. SPECTRA ANALYTICS ACCEPTS NO LIABILITY FOR ANY DECISIONS, ACTIONS, OR OMISSIONS MADE BY CUSTOMER OR ANY THIRD PARTY ON THE BASIS OF PLATFORM OUTPUTS.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY: (A) LOSS OF PROFITS; (B) LOSS OF REVENUE; (C) LOSS OF BUSINESS OR CONTRACTS; (D) LOSS OF DATA OR CORRUPTION OF DATA; (E) LOSS OF ANTICIPATED SAVINGS; (F) LOSS OF GOODWILL; OR (G) INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SPECTRA ANALYTICS’ TOTAL AGGREGATE LIABILITY TO CUSTOMER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE — SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO SPECTRA ANALYTICS IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) £500 (FIVE HUNDRED POUNDS STERLING).
The parties acknowledge that the limitations of liability in this clause reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between them.
Nothing in these Terms limits or excludes either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by applicable law.
Customer shall indemnify, defend, and hold harmless Spectra Analytics and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) Customer’s or any Authorised User’s breach of these Terms; (b) Customer Data, including any claim that Customer Data infringes a third party’s rights or violates applicable law; (c) Customer’s breach of applicable data protection laws; or (d) Customer’s use of the Services in violation of applicable law.
These Terms commence on the date Customer first accesses the Services and continue for the duration of the Subscription, unless earlier terminated in accordance with this clause.
Either party may terminate these Terms immediately on written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within 30 days of written notice; (b) becomes insolvent, makes an assignment for the benefit of creditors, or is subject to insolvency proceedings that are not dismissed within 60 days; or (c) ceases to carry on business.
Customer may terminate these Terms at any time by closing its account. Termination does not entitle Customer to a refund of prepaid fees.
Upon termination or expiry of these Terms: (a) all licences granted herein shall immediately cease; (b) Customer must cease all use of the Services; (c) each party must return or destroy Confidential Information of the other party (subject to legal retention obligations); and (d) Spectra Analytics will retain Customer Data for 30 days post-termination to allow export, after which it will be deleted in accordance with our data retention policy.
Clauses that by their nature should survive termination (including Clauses 3, 5, 6, 7, 8, 9, 10.4, 10.5, and 12) shall survive expiry or termination of these Terms.
Spectra Analytics reserves the right to modify, update, or discontinue any feature or aspect of the Services at any time. For material changes that adversely affect Customer’s use of the Services, Spectra Analytics will provide at least 30 days’ prior written notice where reasonably practicable.
Spectra Analytics may revise these Terms at any time. For material changes, we will provide at least 30 days’ prior notice by email or prominent notice on our website. Continued use of the Services after the effective date constitutes acceptance of the revised Terms. If Customer does not accept the revised Terms, Customer’s sole remedy is to discontinue use and terminate its account.
These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) shall be governed by and construed in accordance with the laws of England and Wales.
The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim arising out of or in connection with these Terms.
These Terms, together with any applicable order form, Data Processing Agreement, and the Privacy Policy, constitute the entire agreement between the parties relating to the subject matter hereof and supersede all prior or contemporaneous agreements, representations, and understandings, whether oral or written.
If any provision of these Terms is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. No single or partial exercise of any right shall preclude any further exercise of that right.
Customer may not assign or transfer any of its rights or obligations under these Terms without the prior written consent of Spectra Analytics. Spectra Analytics may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets without Customer’s consent.
Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, acts of government, pandemic, war, civil unrest, terrorism, or failure of third-party infrastructure providers.
All legal notices under these Terms shall be in writing and sent to Spectra Analytics at info@spectra-analytics.com or to Customer at the email address associated with its account.
These Terms are for the sole benefit of the parties and their permitted successors and assigns. Nothing herein shall create any rights in any third party.
The parties are independent contractors. Nothing in these Terms creates any employment, partnership, joint venture, or agency relationship between the parties.
For any questions regarding these Terms, please contact:
Spectra Analytics Ltd
info@spectra-analytics.com
spectra-analytics.com