Terms and Conditions

Version 2.0 · 21 September 2026 · Spruce Energy Limited

Please read these Terms and Conditions carefully before you use Spruce’s Services.

Introduction

Who we are.

We are Spruce Energy Limited, incorporated and registered in England and Wales with company number 14742634, whose registered office is at 126 Mildmay Road, London, N1 4NE, United Kingdom (we, us or Spruce).

Our Services.

These Terms and Conditions apply to business customers using app.spruce.eco, Spruce’s software platform for installation businesses and the manufacturers, merchants and other organisations that work with them (you or the Subscriber).

How this agreement is made up.

This agreement consists of: (a) these Terms and Conditions; (b) your Order Details (if you signed up online) or the Schedule (if you signed a copy of this agreement); and (c) the Data Processing Agreement, which is incorporated by clause 6.3. If there is a conflict: (i) a provision of the Schedule or Order Details that expressly states it varies an identified clause of these Terms and Conditions or the DPA prevails to that extent; (ii) otherwise the Schedule or Order Details prevail on pricing (including the Credit Overage Fee and the Additional Seat Fee), term, Credit Limit, Credit Period, Seats, currency, billing frequency (which sets your Billing Period) and payment method and terms, these Terms and Conditions prevail on everything else, and the DPA prevails on the processing of Personal Data.

PART A — Commercial Terms

1. Your Subscription

1.1 Licence.

Subject to your purchasing the Subscription and to the restrictions in this agreement, Spruce grants you a non-exclusive, non-transferable right and licence, without the right to grant sub-licences, to permit Authorised Users and Guest Users to use the Services during the Subscription Term.

1.2 Subscription length.

The Subscription and this agreement start on the Effective Date and continue for the Initial Subscription Term and then renew automatically for successive Renewal Periods, in each case as specified in the Schedule or Order Details.

1.3 Cancelling your Subscription.

(a) Where the Initial Subscription Term or the then-current Renewal Period (as applicable) is one Contract Month (a monthly rolling Subscription): you may cancel the Subscription at any time by written notice or, where Spruce provides that option, in the Services, in which case the Subscription and this agreement end at the end of the Contract Month in which you cancel; and Spruce may cancel the Subscription by giving you at least 30 days’ written notice, in which case the Subscription and this agreement end at the end of the Contract Month in which that notice period expires.

(b) Otherwise, either of us may cancel the Subscription by giving the other written notice at least 30 days before the end of the Initial Subscription Term or the then-current Renewal Period, in which case the Subscription and this agreement end on the expiry of that period. Where the Renewal Period is 12 months or longer, Spruce will normally send a reminder at least 45 days before renewal; the reminder is a courtesy and the Subscription renews under clause 1.2 whether or not it is received.

1.4 How this agreement is formed.

This agreement is formed when either: (a) you (or a person acting for you) create an account on app.spruce.eco and accept these Terms and Conditions by ticking the acceptance box or clicking “I agree” (an Online Sign-up); or (b) both parties sign the Schedule (a Signed Agreement). You confirm that you are entering into this agreement in the course of a business and not as a consumer, that the person accepting or signing is at least 18 and is authorised to bind the Subscriber, and that the Subscriber is the legal entity or sole trader identified in the Order Details or Schedule. If the person accepting these Terms and Conditions does not have authority to bind the Subscriber, that person is personally liable to Spruce for the Fees for any use of the Services until the Subscriber ratifies this agreement or the account is closed.

1.5 Order details.

For an Online Sign-up, the plan, Subscription Fees, Credit Limit, Credit Period, Seats, currency, billing frequency (which sets your Billing Period), Initial Subscription Term and Renewal Period you select during sign-up, the Rate Card provided to you before sign-up, and the versions of these Terms and Conditions, the DPA and the Sub-processor List that apply, as confirmed in your order confirmation, are your Order Details and have the same effect as a Schedule. Where this agreement refers to the Schedule, that reference includes the Order Details.

1.6 Record of acceptance.

Spruce keeps a record of each Online Sign-up (including the account and email address used, the date and time and the document versions accepted). That record is, absent manifest error, conclusive evidence of the formation of this agreement and of the terms accepted. Regulations 9(1), 9(2) and 11(1) of the Electronic Commerce (EC Directive) Regulations 2002, and the corresponding provisions of the European Communities (Directive 2000/31/EC) Regulations 2003 of Ireland, do not apply to this agreement. You may view, save or print a copy of these Terms and Conditions and the DPA from the Compliance Pages at any time.

2. Credits, Seats and Product Add-ons

2.1 Credit Limit. Your Subscription includes a Credit Limit: the number of Credits you may use in each Credit Period, as stated in the Schedule. At the start of each Credit Period your Credit usage resets to zero and the full Credit Limit is available again. Credits measure your use of the Services within your Subscription; they are not property, have no monetary value, cannot be transferred, exchanged or refunded, and any part of the Credit Limit not used in a Credit Period is not carried over.

2.2 What uses Credits. Certain actions in the Services use Credits, for example generating designs, reports and paperwork; Quick Estimates do not. The number of Credits each action uses is set out in the Rate Card or shown in the Services. Spruce will not increase the number of Credits an action listed in the Rate Card uses during your then-current Initial Subscription Term or Renewal Period or, if it ends later, your then-current Credit Period. Spruce may change the Rate Card (including Credit costs, the Credit Overage Fee and the Additional Seat Fee) with effect from the start of a Renewal Period (and, for Credit costs, not before the end of the then-current Credit Period) on at least 45 days’ prior written notice, and clause 3.5 applies to any change that is adverse to you as if it were a Fee increase. Spruce may make new features or actions available from time to time; Spruce will tell you (in the Rate Card or in the Services) how many Credits they use before you first use them, and use of them is at your option.

2.3 Credit Overage. Each Credit you use above your Credit Limit in a Credit Period is charged at the Credit Overage Fee. Your Credit usage against your Credit Limit is shown in the Services or available from Spruce on request, and Spruce will use reasonable endeavours to notify you (by email and/or in the Services) when you have used your full Credit Limit; you may then stop using actions that use Credits until your usage resets at the start of the next Credit Period, or continue to use them and pay the Credit Overage Fee. The notification is a courtesy: Spruce is not liable for a failure to send it or for your failure to receive it, and no such failure affects your liability for Credits you actually use above the Credit Limit. Credit Overage Fees are charged under clause 3.3, and Spruce will provide a breakdown of the Credits charged on request. Spruce may require you to confirm in the Services that you wish to continue before further Credits are used, and may decline to allow use above the Credit Limit while any Fees are overdue.

2.4 Seats and Additional Seats. Your Subscription includes the number of Seats stated in the Schedule. You may add Seats at any time (in the Services where Spruce provides that option, or by asking Spruce in writing). Each added Seat is charged at the Additional Seat Fee per month or per year, matching your Billing Period, from the date it is added (pro-rated for the remainder of the then-current Billing Period), and Additional Seat Fees form part of the Subscription Fees. You may remove added Seats with effect from the end of the Initial Subscription Term or the then-current Renewal Period (as applicable) by notice in writing or in the Services before that date; Fees already paid for a Seat are not refunded. If the number of Authorised Users exceeds your Seats (including any person Spruce treats as an Authorised User under clause 4.5), Spruce may give you written notice identifying the excess; unless within 14 days of that notice you reduce the number of Authorised Users to your Seats or add Seats, Spruce may treat the excess as added Seats from the date of the notice and charge the Additional Seat Fee accordingly (see also clause 10.5(b)).

2.5 Product Add-ons. You may purchase Product Add-ons as agreed with us from time to time, and Spruce will provide them subject to your paying the applicable Product Add-on Fees in accordance with this agreement.

3. Fees and payment

3.1 Subscription Fees. You must pay the Subscription Fees for the Subscription as set out in the Schedule.

3.2 Other Fees. You must pay the Additional Seat Fees and Credit Overage Fees incurred under clause 2 and the Product Add-on Fees for any Product Add-ons you choose to purchase.

3.3 Paying. Unless the Schedule states that you will pay by invoice: on the Effective Date you must provide, through Spruce’s payment provider, valid, up-to-date and complete payment card details or direct debit details acceptable to Spruce, and any other contact and billing details Spruce reasonably requires; and you authorise Spruce (through its payment provider) to charge your card or debit your account: (a) on the Effective Date, for the Subscription Fees for the first Billing Period; (b) subject to clauses 1.2 and 1.3, on the first day of each subsequent Billing Period, for the Subscription Fees for that Billing Period (Spruce will not charge for any Billing Period beginning after the date this agreement ends); and (c) for Additional Seat Fees (to the extent not already included in the Subscription Fees charged under (a) or (b)), Credit Overage Fees and Product Add-on Fees, when they are incurred or in any cadence communicated to you or agreed between us. Where the Schedule states that you will pay by invoice, Spruce will invoice the Subscription Fees for each Billing Period on or after the start of that period (subject to clauses 1.2 and 1.3; Spruce will not invoice for any Billing Period beginning after the date this agreement ends), and Additional Seat Fees, Credit Overage Fees and Product Add-on Fees as they are incurred, and each invoice is due 30 days after its date (or any other period stated in the Schedule). Payment details are collected and held by Spruce’s payment provider; Spruce does not itself store card or bank account details.

3.4 Late payment. If Spruce has not received payment within 30 days after the due date, then without prejudice to its other rights and remedies: (a) Spruce may, on 7 days’ written notice, suspend your access to all or part of the Services until the overdue amount is paid; and (b) interest accrues daily on the overdue amount at 4% a year above the Bank of England base rate from time to time, from the due date until payment in full, whether before or after judgment.

3.5 Fee increases. Spruce may increase the Fees (including the Additional Seat Fee and the Credit Overage Fee) with effect from the start of a Renewal Period, on at least 45 days’ prior written notice. If you do not agree to the increase you may cancel under clause 1.3, and if the notice leaves you fewer than 14 days to do so, your time to cancel is extended to 14 days after the notice.

3.6 Other payment terms. All amounts stated in or payable under this agreement: (a) are payable in the currency specified in the Schedule (or, if none, in pounds sterling); (b) subject to clauses 5.8, 9.3, 11.2(f), 11.3 and 14.3, are non-cancellable and non-refundable; (c) are exclusive of value added tax and any equivalent sales or services tax (VAT); and (d) are payable in full without set-off, deduction or withholding except as required by law. Where VAT is chargeable by Spruce, you must pay it at the applicable rate on receipt of a valid VAT invoice. Where you are required by law to account for VAT under the reverse charge mechanism, Spruce will not add VAT to its invoice, will include any statement required by law, and you will account for the VAT to the relevant tax authority. Where a deduction or withholding is required by law, you will give Spruce the certificates and information it reasonably needs to claim any credit or repayment, and the parties will co-operate to confirm the correct treatment of the Fees. You must give Spruce the address of your place of business and any other information Spruce reasonably requests to determine the correct tax treatment, and notify Spruce promptly of any change. If you are established outside the United Kingdom (for example in Ireland), you must give Spruce, at sign-up or before the Effective Date, your VAT registration number or, if you are not registered for VAT, other evidence reasonably satisfactory to Spruce that you receive the Services for the purposes of a business, because the place of supply and the VAT treatment of the Fees depend on it; Subscribers established in the United Kingdom need only provide a VAT registration number if Spruce asks for one. If Spruce does not charge VAT in reliance on information you give (or fail to give) and a tax authority later determines that VAT or an equivalent tax was chargeable, you will pay Spruce that amount on demand against a valid VAT invoice, together with any interest and penalties charged to Spruce, except to the extent they result from Spruce’s own error.

4. Your obligations

4.1 What you must do. You must:

(a) provide Spruce with all co-operation and information reasonably required to provide the Services, including Subscriber Data, security access information and configuration details;

(b) ensure that each Authorised User and Guest User keeps their login credentials secure and confidential, and enable multi-factor authentication where Spruce makes it available;

(c) use all reasonable endeavours to prevent unauthorised access to or use of the Services and notify Spruce promptly (security@spruce.eco) of any such access or use;

(d) comply with all applicable laws and regulations in connection with your use of the Services;

(e) carry out your responsibilities under this agreement in a timely and efficient manner (Spruce may adjust any agreed timetable to the extent your delay makes that reasonably necessary);

(f) ensure that Authorised Users and Guest Users use the Services in accordance with this agreement and with the User Terms of Use (which Spruce may present to them for acceptance when they first access the Services, and which do not vary this agreement), and you are responsible for any breach of this agreement by them; Spruce may suspend or remove the access of an individual Authorised User or Guest User who breaches the User Terms of Use (or where clause 5.8 applies) and will tell you where it does so, unless the law prevents it;

(g) obtain and maintain all licences, consents and permissions necessary for Spruce, its contractors and agents to perform their obligations under this agreement;

(h) ensure that your network and systems comply with the specifications Spruce provides from time to time; and

(i) be solely responsible (except as expressly provided in this agreement) for procuring, maintaining and securing your network connections and telecommunications links to the Services, and for all problems, delays and losses arising from them or from the internet.

4.2 What you must not do. You must not, and must ensure that Authorised Users and Guest Users do not:

(a) access, store, distribute or transmit any Virus, or any material during use of the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or offensive, facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence, is discriminatory, or otherwise causes damage or injury to any person or property (and Spruce may, without liability, disable access to any such material);

(b) except as permitted by law that cannot be excluded by agreement, or as expressly permitted by this agreement: (i) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any part of the Software; or (ii) de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services;

(c) access all or any part of the Services in order to build a product or service which competes with the Services, or use the Services or Outputs to train, develop or improve any machine-learning model or any design, calculation, pricing or job-management engine or tool that is offered to third parties and competes with the Services (your internal analysis of your own Outputs is not restricted by this clause);

(d) use automated means (including scraping, bots or API calls beyond documented limits) to extract data from the Services other than through export features or exports Spruce provides;

(e) subject to clause 19.1, license, sell, rent, lease, transfer or assign the Services, or make them available to anyone other than Authorised Users and Guest Users; or

(f) introduce or permit the introduction of any Virus or Vulnerability into the Services or Spruce’s network and information systems.

4.3 Subscriber Data. As between you and Spruce, you own all rights in the Subscriber Data. You grant Spruce a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit and display Subscriber Data as necessary to provide the Services, to prevent or address service or technical problems, as instructed by you, and as permitted by clause 4.4. You are solely responsible for the legality, reliability, integrity, accuracy and quality of the Subscriber Data, and for having all rights, consents and lawful bases needed to submit it to the Services and to share it with Guest Users. Spruce owns the database right in the databases it compiles in operating the Services, but nothing in this agreement gives Spruce any right to restrict your access to, use of or export of your own Subscriber Data.

4.4 Anonymised Property Data.

(a) Why. Spruce improves its calculation methods, design features and benchmarks by learning from anonymised information about the properties and systems designed or managed through the Services. You agree that Spruce may create Anonymised Property Data from the Property Attributes in your Subscriber Data as part of the Services.

(b) How it is anonymised. Spruce removes names, contact details, full addresses, UPRNs, EPC or BER certificate numbers and any other direct identifiers; reduces location to a broad area (no finer than a UK postcode sector or an Irish Eircode routing key, being the first three characters of an Eircode, which identify a routing area such as a Dublin postal district or, elsewhere in Ireland, a town and its surrounding area or a large part of a county, and never the full Eircode, which identifies an individual property); and further generalises or suppresses any unusual combination of attributes that could otherwise single out a property — so that no individual or individual property can reasonably be identified.

(c) What Spruce will not do. Spruce will not attempt to re-identify anyone from Anonymised Property Data, will not disclose it except in aggregated form combining data from multiple Subscribers or under written terms prohibiting re-identification, and will not publish it in a way that identifies you or reveals your volumes, pricing or design practices.

(d) If anonymisation fails. If any data held as Anonymised Property Data turns out to be reasonably identifiable, Spruce will stop using it, treat it as Personal Data under the DPA and promptly re-anonymise or delete it. Provided Spruce has applied this clause in good faith, that is your sole remedy, except that where such data has been disclosed outside Spruce, the DPA (including clause 7) and clause 10.3(c) apply.

(e) Ownership and licence. Anonymised Property Data is not Subscriber Data. As between you and Spruce, Spruce owns Anonymised Property Data and the models, methods and improvements derived from it, and may use them during and after the Subscription Term for any lawful purpose. To the extent any of your (or your licensors’) rights in Subscriber Data or Outputs are embodied in Anonymised Property Data, you grant Spruce a perpetual, irrevocable, worldwide, royalty-free, sub-licensable licence to use it for those purposes and will not assert those rights against Spruce or its licensees. Spruce also owns data about the use and performance of the Services that does not identify you or any individual.

(f) This clause is your documented instruction to Spruce for the purposes of the DPA.

4.5 Homeowners and Guest Users. You may invite Homeowners and other third parties (such as installers you work with, surveyors, electricians, subcontractors, and merchants’, distributors’ or manufacturers’ personnel) to view or contribute to a job as Guest Users. You are responsible for: (a) deciding who to invite and what they may see and do; (b) having the right and, where required, a lawful basis and any consents to share Homeowner and other Subscriber Data with each Guest User; (c) ensuring Guest Users comply with clauses 4.1(b) and 4.2; and (d) the acts and omissions of Guest Users in relation to the Services as if they were your own, except to the extent caused by Spruce’s breach of this agreement. Guest Users are subject to the User Terms of Use (published on the Compliance Pages), which Spruce may present to them for acceptance when they first access the Services, and Spruce may suspend or remove any Guest User who does not comply with them. Guest Users’ access to a job depends on your Subscription and ends when it ends. Guest Users may not be your employees, or persons to whom you give access to the Services generally rather than to identified jobs; Spruce may treat any such person as an Authorised User requiring a Seat. Inviting the same person to more than one job does not by itself make them an Authorised User. Guest Users do not otherwise count towards your Seats unless the Schedule says otherwise. You will make the Spruce Privacy Policy available to your Authorised Users and Guest Users. Where a Guest User is a separate business, the arrangements between you and that business are your responsibility.

4.6 Your professional responsibility for Outputs. The Services are a tool to help you design, quote, sell, manage and document installations of heat pumps, solar PV, battery storage, air conditioning and other building energy systems, and to run the related parts of your business. Outputs (including heat-loss and other calculations, system designs, proposals, quotations, reports and compliance paperwork) are generated from Subscriber Data and third-party data using the Methodology and Spruce’s stated assumptions, and depend on the accuracy of the information you and your Guest Users enter. You remain solely responsible for: (a) checking Outputs before relying on them or issuing them to Homeowners or anyone else; (b) all design, specification, sizing, installation, commissioning and performance decisions; (c) compliance with applicable standards, certification schemes, grant schemes and regulations (including MCS and other certification schemes in the United Kingdom, SEAI and other scheme requirements in Ireland, and applicable building and electrical regulations), including confirming that Spruce’s methods and templates are acceptable to your certification body or scheme operator and having Outputs checked by a suitably qualified person where a scheme requires it; and (d) your contracts with and duties to Homeowners and to the other businesses you work with through the Services. Outputs are issued in your name (clause 6.6). Spruce does not provide engineering, legal or financial advice, and Outputs are not a substitute for a competent professional’s judgement. Spruce may update its calculation methods, assumptions and templates to reflect changes in standards, data sources and industry practice; Outputs generated before an update are not affected by it and Spruce is not liable for differences between Outputs generated before and after an update.

5. Spruce’s obligations

5.1 Providing the Services. Spruce will provide the Services during the Subscription Term with reasonable skill and care and in accordance with this agreement. This clause 5.1 concerns the operation and availability of the Software; the accuracy, completeness and suitability of Outputs are governed by clauses 4.6, 5.3 and 10.

5.2 Support. Spruce will provide its standard customer support services during Normal Business Hours as part of the Services, through the support channels described in the Services.

5.3 Spruce does not warrant that: (a) your use of the Services will be uninterrupted or error-free; (b) the Services or any information obtained through them will meet your requirements; (c) the Software or Services will be free from Vulnerabilities or Viruses; or (d) any Output is accurate, complete, error-free, compliant with any standard, certification scheme, grant scheme or regulation, or suitable for any particular property, system or purpose. Spruce is not responsible for delays, delivery failures or other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in their use.

5.4 This agreement does not prevent Spruce from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services similar to those provided under this agreement.

5.5 Spruce warrants that it has and will maintain all licences, consents and permissions necessary to perform its obligations under this agreement.

5.6 Spruce’s obligation at clause 5.1 does not apply to any non-conformance caused by use of the Services contrary to Spruce’s instructions, or by modification or alteration of the Services by anyone other than Spruce or its authorised contractors. If the Services do not conform with clause 5.1, Spruce will, at its expense, use reasonable commercial endeavours to correct the non-conformance promptly. That correction is your sole and exclusive remedy for breach of clause 5.1. This clause 5.6 does not affect your right to terminate under clause 11.1(b) or your rights under the DPA.

5.7 Loss of Subscriber Data. If Subscriber Data (including Personal Data) is lost, damaged or corrupted, your sole and exclusive remedy is for Spruce to use reasonable commercial endeavours to restore it from the latest backup maintained by Spruce. This clause 5.7 does not limit your rights under the DPA and clause 10.3(c) in respect of any Personal Data Breach, or Spruce’s notification and assistance obligations under clause 7 of the DPA, but in no event is Spruce liable for the cost of recreating, re-collecting or restoring data or for loss of use of data. Spruce is not responsible for any loss, destruction, alteration or disclosure of Subscriber Data caused by any third party (including any unauthorised third party), except (a) as provided in the DPA in respect of Personal Data and (b) third parties sub-contracted by Spruce (including Sub-processors), for which Spruce remains responsible subject to clause 10. You should keep your own copies of Outputs you issue to Homeowners or rely on.

5.8 Suspension. Spruce may suspend access to all or part of the Services, for the shortest time reasonably necessary and giving you as much notice as is reasonably practicable, where: (a) Spruce reasonably believes the Services are being used in breach of clause 4.2 or in a way that creates a security or legal risk to Spruce, other customers or the Services; (b) suspension is required by law or by a regulator; or (c) emergency maintenance is required. Spruce will, where reasonably practicable, limit the suspension to the affected Authorised Users, Guest Users or jobs, and will restore access as soon as the reason for suspension is resolved. Suspension under this clause does not affect your obligation to pay Fees, except that if a suspension not caused by you or your users lasts more than 5 consecutive Business Days, Spruce will credit (or, if the Subscription has ended, refund) a pro-rata portion of the Subscription Fees for the period of suspension.

5.9 Security and compliance information. Spruce’s binding commitments about the security and processing of Personal Data are those in the DPA (including the technical and organisational measures in its Annex B). On your written request, no more than once in any 12-month period (and additionally where you reasonably need it to investigate a Personal Data Breach affecting your Personal Data or to respond to a regulator), Spruce will provide reasonable information about its information security and compliance programme, including copies of or extracts from its security policies and the certificates referred to in Annex B of the DPA. Spruce may provide that information in summary or redacted form where full disclosure would in its reasonable opinion create a security risk or breach a duty of confidence owed to a third party, and may require a non-disclosure agreement before providing penetration test report summaries. That information is Spruce’s Confidential Information, is provided as at its date for the purpose of assessing Spruce as a supplier, and does not form part of this agreement; nor do the Privacy Policy, the Cookie Policy or the User Terms of Use, which are provided for information. Spruce will not make changes that materially reduce the overall security of the Services during the Subscription Term.

5.10 Changes to the Services. Spruce may update, improve and modify the Services from time to time, provided the changes do not materially reduce the functionality or security of the Services as a whole during the Subscription Term. Spruce will give reasonable notice of the withdrawal of any material feature. Features identified as beta, preview or experimental are provided for evaluation, may be changed or withdrawn at any time, and are excluded from clauses 5.1 and 5.6.

5.11 Insurance. Spruce maintains professional indemnity (including technology errors and omissions) and cyber liability insurance with reputable insurers appropriate to the Services.

PART B — Legal Terms

6. Data protection

6.1 Each party will comply with the Data Protection Legislation applicable to it in connection with the processing of personal data under this agreement.

6.2 Roles. For the purposes of the Data Protection Legislation: (a) as between you and Spruce, you are the Controller and Spruce is the Processor of Personal Data that you, your Authorised Users and Guest Users submit to the Services or that Spruce processes on your behalf in providing the Services (including Homeowner personal data); and (b) Spruce is an independent Controller of personal data relating to your Authorised Users and Guest Users that it processes for its own purposes of operating and administering accounts, security, support, usage analytics and service communications (and, for Authorised Users, billing), as described in the Spruce Privacy Policy. Where a job in your account concerns a Homeowner who is the customer of another business (for example, where you are a manufacturer or merchant, an installer you work with), you are responsible for determining and recording with that business your respective roles under the Data Protection Legislation (sole Controller, joint Controllers, or Controller and Processor), for the basis on which the Homeowner’s Personal Data is shared and, where you are joint Controllers, for the arrangement required by Article 26 of the UK GDPR or EU GDPR. As between you and Spruce, Spruce processes all Personal Data in your account as your Processor under the DPA and on your instructions, and you confirm that you are entitled, as Controller or with the authority of the Controller, to submit that Personal Data and to give those instructions (clause 2.1 of the DPA).

6.3 Data Processing Agreement. The Spruce Data Processing Agreement published at spruce.eco/legal/dpa (or any replacement address Spruce notifies to you) (the DPA) is incorporated into and forms part of this agreement. The version of the DPA that applies is: (a) for a Signed Agreement, the version identified in the Schedule; and (b) for an Online Sign-up, the version identified in your order confirmation or, if none, the version in force when you accept these Terms and Conditions; in each case as subsequently varied in accordance with clause 14 and clauses 6.1, 9 and 13.2 of the DPA. Each version of these Terms and Conditions, the DPA and the Sub-processor List is numbered and dated, and Spruce keeps previous versions and will provide a dated copy of any version on request.

6.4 Precedence. The DPA prevails over these Terms and Conditions in respect of the processing of Personal Data, except that clause 10 and clause 18 of the DPA govern liability under both documents.

6.5 Nothing in this agreement relieves either party of its direct responsibilities and liabilities under the Data Protection Legislation applicable to it.

6.6 Communications sent on your behalf. Where the Services send emails, documents or other communications to Homeowners, Guest Users or any other recipient at your direction (for example, issuing a proposal), those communications are sent on your behalf and in your name, and you are responsible for their content, for having the right to send them and for compliance with any law governing electronic marketing.

7. Third-party providers and data

7.1 The Services may enable or assist you to access the content of, correspond with, or purchase products and services from third parties via third-party websites or integrations, and you do so at your own risk. Spruce makes no representation, warranty or commitment, and has no liability or obligation, in relation to the content or use of, or correspondence with, any third-party website or integration, or any transaction or contract entered into by you with any third party, and does not endorse or approve any third-party website or content made available through the Services.

7.2 The Services incorporate data from third-party sources (for example EPC and BER registers, mapping and address data, weather and climate data, and manufacturers’ product data). Spruce uses reasonable care in selecting these sources but does not control them, and such data is provided “as is”. You must verify third-party data that is material to an Output before relying on it, and Spruce has no liability for errors or omissions in third-party data.

8. Proprietary rights

8.1 You acknowledge that Spruce and/or its licensors own all Intellectual Property Rights in the Services, the Software, the Rate Card, Spruce’s calculation methods, templates and models, and Anonymised Property Data. Except as expressly stated in this agreement, this agreement does not grant you any rights to or in any patents, copyright, database rights, trade secrets, trade names, trade marks (whether registered or unregistered) or any other rights or licences in respect of the Services.

8.2 Spruce confirms that it has all the rights in relation to the Services that are necessary to grant the rights it purports to grant under this agreement.

8.3 Outputs. As between you and Spruce, you own the Outputs generated for you by the Services, subject to Spruce’s rights in the underlying Software, templates, methods, models and Anonymised Property Data. Spruce grants you a perpetual, irrevocable, royalty-free licence to use, copy and distribute Outputs generated during the Subscription Term (including any Spruce templates and materials embodied in them) for your business purposes; this licence survives termination.

8.4 Feedback. If you or your users give Spruce suggestions or feedback about the Services, Spruce may use them without restriction or obligation to you, provided Spruce does not identify you as the source without your consent.

9. Indemnities

9.1 You will defend, indemnify and hold harmless Spruce against all claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with: (i) your, an Authorised User’s or a Guest User’s use of the Services in breach of this agreement or of applicable law; (ii) your negligence or wilful misconduct; (iii) any claim that Subscriber Data (other than data Spruce itself creates or inputs on your behalf), or Spruce’s use of it in accordance with this agreement and your instructions, infringes a third party’s Intellectual Property Rights or privacy rights, except to the extent the claim arises from Spruce’s breach of the DPA or the Data Protection Legislation or from Spruce’s creation, retention or use of Anonymised Property Data for its own purposes; (iv) any breach, infringement or misappropriation of Spruce’s Intellectual Property Rights by you or your users; (v) any claim by a Homeowner or other third party arising from your products, services, designs, installations or contracts, or from those of another business whose jobs are in your account or whom you or your Authorised Users invite to the Services, except to the extent caused by Spruce’s breach of this agreement; (vi) any claim by a Data Subject or Supervisory Authority to the extent arising from your (or your Authorised Users’ or Guest Users’) breach of the DPA or the Data Protection Legislation as Controller, joint Controller or Processor (as applicable), from your instructions, from any absence of the authority confirmed in clause 6.2 and clause 2.1 of the DPA, or from Personal Data you were not entitled to submit (including special category data contrary to Annex A of the DPA); or (vii) any claim by a Guest User arising from your invitation of, or sharing of data with, that Guest User, except to the extent caused by Spruce’s breach of this agreement; in each case provided that: (a) Spruce notifies you of the claim within a reasonable time (failure to do so relieving you of liability only to the extent you are prejudiced by the delay); (b) Spruce provides reasonable co-operation in the defence and settlement of the claim, at your expense; and (c) you are given authority to defend or settle the claim, save that Spruce may participate at its own cost, may take over the defence if you fail to conduct it diligently, and you may not settle a claim in a way that admits fault on Spruce’s part or imposes any obligation or restriction on Spruce without Spruce’s written consent.

9.2 Spruce will defend you, your officers, directors and employees against any claim that your use of the Services in accordance with this agreement infringes any patent effective in the United Kingdom or Ireland (including a European patent designating either) as at the Effective Date, or any copyright, trade mark, database right or right of confidentiality subsisting under the laws of the United Kingdom or Ireland, and will indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that: (a) Spruce is given prompt notice of the claim; (b) you do not make any admission or otherwise attempt to compromise or settle the claim and provide reasonable co-operation to Spruce in the defence and settlement of the claim, at Spruce’s expense; and (c) Spruce is given sole authority to defend or settle the claim.

9.3 In the defence or settlement of any claim under clause 9.2, Spruce may procure the right for you to continue using the Services, replace or modify the Services so that they become non-infringing or, if those remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice and refund any Subscription Fees paid in advance for the period after termination, without any additional liability.

9.4 Spruce, its employees, agents and sub-contractors have no liability under clause 9.2 to the extent the alleged infringement is based on: (a) a modification of the Services by anyone other than Spruce; (b) your use of the Services contrary to Spruce’s instructions; (c) your use of the Services after notice of the alleged or actual infringement from Spruce or any appropriate authority; (d) your breach of this agreement; (e) the combination, operation or use of the Services with software, hardware, data or materials not supplied by Spruce; (f) Subscriber Data, Outputs to the extent derived from Subscriber Data, or third-party data described in clause 7.2; or (g) open-source components used in accordance with their licences, where the claim is brought by the open-source licensor.

9.5 Clauses 9.2 to 9.4 and clause 10.3(d) state your sole and exclusive rights and remedies, and Spruce’s entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

10. Limitation of liability

10.1 Except as expressly and specifically provided in this agreement: (a) you assume sole responsibility for results obtained from your use of the Services and for conclusions drawn from that use, and Spruce has no liability for any damage caused by errors or omissions in any Subscriber Data, information or instructions provided to Spruce by you or your users, or for any action taken by Spruce at your direction; (b) all warranties, representations, conditions and other terms implied by statute, common law, custom or course of dealing are, to the fullest extent permitted by law, excluded and are inconsistent with and negatived by this agreement, save that clause 5.1 (reasonable skill and care) applies as an express term of this agreement, subject to clauses 5.6, 10.3 and 10.5; and (c) except as expressly set out in clause 5, the Services and Outputs are provided without any warranty.

10.2 Nothing in this agreement excludes or limits either party’s liability: (a) for death or personal injury caused by its negligence; (b) for fraud or fraudulent misrepresentation; (c) for a deliberate breach of clause 12 (Confidentiality) committed or authorised by a party’s directors or senior management (for the avoidance of doubt, a Personal Data Breach or other security incident affecting Subscriber Data is not a breach of clause 12 and is dealt with exclusively under clause 5.7, the DPA (where Personal Data is affected) and clause 10.3 (clause 10.3(c) where Personal Data is affected, otherwise clause 10.3(b))); (d) for wilful default or deliberate repudiatory breach, meaning a deliberate breach committed by a party’s directors or senior management with the intention of causing loss to the other party or in reckless disregard of whether it would do so (a Personal Data Breach or breach of the DPA that results from negligence or from a failure of security measures is not wilful default and is subject to clause 10.3(c)); or (e) for any other liability which cannot be excluded or limited by law.

10.3 Subject to clauses 10.1 and 10.2:

(a) neither party is liable to the other for any loss of profits, loss of business, wasted expenditure, depletion of goodwill or similar losses, loss or corruption of data or information, pure economic loss, or any special, indirect or consequential loss, costs, damages, charges or expenses, save that this clause 10.3(a) does not exclude Data Protection Losses, amounts payable under clause 9.1 in respect of third-party claims, or Spruce’s losses under clause 10.5(a) and (b);

(b) each party’s total aggregate liability to the other in respect of all claims, losses and liabilities (whether for breach of duty, under an indemnity or otherwise) arising from events occurring within any contract year, other than liabilities to which clause 10.3(c), 10.3(d) or 10.3(e) applies, shall not exceed the greater of (i) 100% of the total Fees paid or payable in that contract year and (ii) £10,000 or its equivalent in the currency of the Fees (the General Cap);

(c) Spruce’s total aggregate liability to you for all losses arising out of or in connection with any Personal Data Breach or any breach of the DPA or of the Data Protection Legislation, however framed (including as breach of clauses 5.7, 5.9 or 12, negligence or breach of statutory duty), arising from events occurring within any contract year shall not exceed the Special Cap. Such losses count only towards the Special Cap and not the General Cap. This cap applies in aggregate across all Schedules, Order Details and Subscriptions between the parties, notwithstanding clause 26.2;

(d) Spruce’s total aggregate liability to you under the indemnity at clause 9.2 arising from events occurring within any contract year shall not exceed the Special Cap, which is separate from the General Cap; liabilities under clauses 10.3(c) and 10.3(d) together shall not exceed one Special Cap in any contract year;

(e) your total aggregate liability to Spruce under clause 9.1 (other than under clause 9.1(iv), to which clause 10.3(b) or clause 10.5 applies) arising from events occurring within any contract year shall not exceed the Special Cap, which is separate from the General Cap;

(f) if events in more than one contract year give rise to a single claim or a series of connected claims, the party in breach’s total liability for those claims shall not exceed the single highest applicable cap for those contract years. A continuing breach or series of related events is treated as occurring in the contract year in which it first occurred;

(g) Spruce has no liability for any loss or damage arising from: (i) reliance on, or the use or issue of, any Output; (ii) the design, specification, sizing, installation, commissioning or performance (including running costs, noise, comfort, yield or efficiency) of any heating, cooling, energy generation, energy storage or other system; (iii) any failure of you or a Guest User to verify inputs, third-party data or Outputs; or (iv) non-compliance of any Output or template with the requirements of MCS, SEAI, any building regulations or any other standard or scheme; except to the extent the loss is caused by a failure of the Software to perform a calculation in accordance with the Methodology in force at the time, or by an error in a Spruce-provided template that is not attributable to your Subscriber Data, third-party data or configuration, in which case clauses 5.6, 10.3(a) and 10.3(b) apply;

(h) a contract year is a 12-month period commencing on the Effective Date or an anniversary of it (where there is more than one Schedule, measured from the earliest Effective Date);

(i) the Special Cap is the greater of (i) 200% of the total Fees paid or payable under this agreement (across all Schedules and Order Details) in the relevant contract year and (ii) £100,000 or its equivalent in the currency of the Fees; and

(j) where the currency of the Fees is not pounds sterling, the sterling amounts in clauses 10.3(b) and 10.3(i) are converted into that currency at the European Central Bank euro foreign exchange reference rate published for the date on which the events giving rise to the liability first occurred (or, if none is published for that date, the last such rate published before it).

10.4 References to liability in this clause 10 and in clauses 5.3, 5.6, 5.7 and 7.2 include every kind of liability arising under or in connection with this agreement and the DPA, including liability in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty or otherwise, and those clauses apply however the liability arises, including where it arises from Spruce’s negligence. The caps in this clause apply only as between the parties and do not limit either party’s liability to Data Subjects under Article 82 of the UK GDPR or EU GDPR. Any claim between the parties for contribution, indemnity or recovery in respect of such liability (including under Article 82(5)) is a liability between the parties to which clause 10.3(c) or 10.3(e) applies.

10.5 The General Cap, the Special Cap and clause 10.3(a) do not apply to: (a) your liability (whether under clause 9.1 or otherwise) for deliberate breach, infringement or misappropriation of Spruce’s Intellectual Property Rights or deliberate breach of clause 4.2(b) to (d), in each case committed or authorised by your directors or senior management or not stopped promptly after you become aware of it, or for your wilful default (as defined in clause 10.2(d)); or (b) your obligation to pay the Fees, including Credit Overage Fees and the Fees payable under clauses 2.3 and 2.4 for any use of the Services beyond your Seats, Credit Limit or Subscription, which the parties agree are the price of that additional use and not a sanction for breach.

11. Termination

11.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by written notice to the other if the other party: (a) fails to pay any amount due under this agreement on the due date and remains in default not less than 14 days after being notified in writing to make the payment; (b) commits a material breach of any other term of this agreement which is irremediable or (if remediable) is not remedied within 14 days after being notified in writing to do so; (c) suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or (d) becomes insolvent, is unable to pay its debts as they fall due, enters administration, liquidation, receivership, examinership or any analogous procedure in any jurisdiction, or proposes any arrangement or composition with its creditors. Spruce may also terminate this agreement with immediate effect by written notice if the Subscriber fails, within 14 days of a written request made on reasonable grounds, to provide reasonable evidence of its ability to pay the Fees.

11.2 On termination or expiry of this agreement for any reason: (a) except for the licence in clause 8.3, all licences granted under this agreement terminate immediately and you must stop using the Services; (b) each party must return or destroy and make no further use of the other party’s Confidential Information, except as permitted by law or by the DPA; (c) accrued rights, remedies, obligations and liabilities are not affected; (d) if you ask in writing at any time before Spruce deletes the Subscriber Data under clause 11.2(e), Spruce will within 15 Business Days provide you with an export of your Subscriber Data in a commonly used, machine-readable format (structured data as CSV or JSON; Outputs as PDF), free of charge for up to two requests per contract year, and Spruce may charge a reasonable fee for further requests and for work beyond its standard export formats, and Spruce will not delete Subscriber Data that is the subject of an outstanding export request until the export has been provided; (e) Spruce will delete or return Personal Data in accordance with clause 12 of the DPA and will delete other Subscriber Data within 90 days after termination, subject in each case to Spruce’s right to retain Anonymised Property Data (clause 4.4), records retained under clause 12.4 of the DPA (which applies to non-personal Subscriber Data as if it were Personal Data), and any retention required by law; and (f) if you terminate under clause 11.1(b) (including as permitted by clause 11.3 of the DPA) for Spruce’s material breach, Spruce will refund any Subscription Fees paid in advance for the period after termination.

11.3 Sub-processor objection. If you object to a new Sub-processor under clause 9.2 of the DPA and the objection is not resolved within the discussion period there (or Spruce has confirmed under that clause that it cannot technically refrain from using the new Sub-processor for your Personal Data), you may terminate this agreement (or, where Spruce agrees, the affected part of the Services) on written notice given within 30 days after the end of that period (or, where Spruce has given that confirmation, at any time after it and before the end of that 30-day period), unless Spruce has confirmed in writing within the discussion period that the new Sub-processor will not process your Personal Data, in which case the appointment proceeds for other customers only. On termination under this clause Spruce will refund any Subscription Fees paid in advance for the period after termination. This is your sole remedy in respect of the appointment.

11.4 Survival. Clauses 2.3 and 2.4 (for amounts referable to the period before termination), clause 3 and clauses 4.3, 4.4, 4.6, 5.7, 6, 7, 8 (including the licence in clause 8.3), 9, 10, 11.2 to 11.4, 12, 16 to 25 and 26.2, and any other provision which expressly or by implication is intended to survive termination, remain in force after termination.

12. Confidentiality

12.1 Each party undertakes that it will not, during this agreement and for two years after its termination or expiry (or, in the case of trade secrets, including Spruce’s calculation methods, models and Rate Card logic, for so long as they remain trade secrets, and, in the case of Subscriber Data retained under clause 11.2(e), for so long as it is retained), disclose to any person any Confidential Information of the other party, except as permitted by clause 12.2.

12.2 Each party may disclose the other party’s Confidential Information: (a) to its employees, officers, representatives, contractors, subcontractors, insurers or advisers who need to know it for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement, provided it ensures they comply with this clause 12; and (b) as required by law (including the Freedom of Information Act 2000 and the Environmental Information Regulations 2004 of the United Kingdom, and the Freedom of Information Act 2014 and the European Communities (Access to Information on the Environment) Regulations 2007 to 2018 of Ireland, where applicable to the Subscriber), a court of competent jurisdiction or any governmental or regulatory authority. Where a party makes a disclosure under clause 12.2(b) it will, so far as it is lawfully able and the applicable timescale reasonably allows, first give the other party notice of the requirement and an opportunity to make representations as to the application of any exemption, and will disclose only what it is required to disclose; a failure to give that notice or opportunity does not of itself make the disclosure a breach of this clause 12.

12.3 Neither party may use the other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

12.4 Confidential Information does not include information which is or becomes public other than through breach of this agreement, or which the receiving party can show it already knew, independently developed, or lawfully received from a third party free of any duty of confidence. Confidential Information of the Subscriber does not include Anonymised Property Data.

12.5 Spruce’s obligations in respect of the security, integrity and availability of Subscriber Data, and the confidentiality of Personal Data, are exclusively those set out in clauses 5.7 and 5.9 and in the DPA. Clause 12 continues to apply to Subscriber Data (other than Personal Data) that is Confidential Information, save that a Personal Data Breach or other security incident is not a breach of clause 12 (clause 10.2(c)) and nothing in this clause 12 imposes any further or different security obligation on Spruce in respect of Subscriber Data.

13. Force majeure

Neither party is in breach of this agreement or otherwise liable for any failure or delay in performing its obligations if the delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance is extended accordingly. If the delay or non-performance continues for 4 weeks, the party not affected may terminate this agreement by giving 14 days’ written notice to the affected party. This clause does not excuse payment obligations, or Spruce’s obligation to maintain the technical and organisational measures described in Annex B of the DPA, but nothing in this sentence makes Spruce liable for a failure of availability or a Personal Data Breach caused by an event beyond its reasonable control that those measures could not reasonably have prevented.

14. Variation

14.1 Spruce may change the terms of this agreement (including the DPA and any policies referred to in it) by giving you at least 30 days’ written notice (which may be given by email and/or by a prominent notice in the Services), save that Spruce may make a change with immediate effect on written notice where the change is reasonably required to comply with applicable law or regulation, or to address a security or operational risk to the Services, and in each case the change does not materially reduce the Services, increase the Fees or increase the number of Credits any action uses.

14.2 Any change to the Fees or to the Rate Card may be made only in accordance with clauses 2.2 and 3.5. Nothing in this clause 14 permits Spruce to vary clauses 2.1 to 2.4, 3.5 or 9 to 12, or the Credit Limit, Credit Period or Seats stated in the Schedule, during the Subscription Term without your written agreement. Changes to the Sub-processor List are governed by clause 9 of the DPA, and changes to the security measures in Annex B of the DPA by clause 6.1 of the DPA. A change to the DPA that would materially reduce your rights or Spruce’s obligations in respect of Personal Data will not apply to your Subscription during the then-current Initial Subscription Term or Renewal Period without your written agreement; changes that increase protection, or that are reasonably required to comply with law or the guidance of a Supervisory Authority, apply on notice under clause 14.1. No other change under clause 14.1 that materially and adversely affects your Subscription takes effect before the start of the next Renewal Period, unless required by law or regulation.

14.3 If a change notified under clause 14.1 materially and adversely affects you, you may terminate this agreement by written notice within 30 days of the date of the notice, such termination to take effect on the later of the date the change takes effect and 14 days after your notice, and Spruce will refund any Subscription Fees paid in advance for the period after termination.

14.4 Subject to clauses 14.2 and 14.3, your continued use of the Services after a change takes effect is deemed acceptance of the change.

15. Waiver

15.1 A waiver of any right or remedy is only effective if given in writing and is not a waiver of any subsequent right or remedy.

15.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor prevent or restrict its further exercise.

16. Rights and remedies

Except as expressly provided in this agreement, the rights and remedies provided under it are in addition to, and not exclusive of, any rights or remedies provided by law.

17. Severance

17.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it is deemed modified to the minimum extent necessary to make it valid, legal and enforceable (and a provision limiting a party’s liability that is held invalid or unenforceable in the amount or manner stated instead applies at the lowest amount, and in the most restrictive manner, that is valid and enforceable). If such a modification is not possible, the provision or part-provision is deemed deleted. A modification or deletion under this clause does not affect the validity and enforceability of the rest of this agreement.

17.2 If any provision or part-provision is modified or deemed deleted under clause 17.1, the parties will negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original.

18. Entire agreement

18.1 This agreement (including the Schedule or Order Details and the DPA) constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

18.2 Amendments or additions to this agreement must be agreed by both parties in writing (including email), save as permitted by clause 14.

18.3 Each party acknowledges that in entering into this agreement it does not rely on, and (except as provided in clause 18.5) has no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

18.4 Each party agrees that (except as provided in clause 18.5) it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement, and that its only remedies in respect of any such statement are its remedies for breach of this agreement.

18.5 Nothing in this clause 18 excludes or limits liability for fraud or fraudulent misrepresentation. Each party acknowledges that clauses 18.3 and 18.4 are fair and reasonable and apply equally to both parties, that the full text of this agreement (including those clauses) was made available to it before it entered into this agreement and it had the opportunity to read it, and that it has had the opportunity to take legal advice on them.

19. Assignment and subcontracting

19.1 You may not, without Spruce’s prior written consent (not to be unreasonably withheld), assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of your rights and obligations under this agreement.

19.2 Spruce may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement, provided that the appointment of Sub-processors remains subject to the DPA, Spruce remains responsible for the performance of its subcontractors, and Spruce will notify you in writing within 30 days of any assignment of this agreement.

20. No partnership or agency

Nothing in this agreement is intended to or shall create a partnership between the parties, or authorise either party to act as agent for the other, and neither party has authority to act in the name or on behalf of, or otherwise to bind, the other in any way.

21. Third-party rights; compliance; publicity

21.1 This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999, or otherwise, for any third party to enforce any of its terms.

21.2 Each party will comply with applicable anti-bribery, anti-corruption, modern slavery, tax-evasion-facilitation and sanctions laws (including the Bribery Act 2010, the Modern Slavery Act 2015, Part 3 of the Criminal Finances Act 2017 and, where applicable, the Criminal Justice (Corruption Offences) Act 2018 of Ireland) and will maintain reasonable policies and procedures to ensure compliance.

21.3 Spruce may identify you as a customer, using your name and logo, in its customer lists and marketing materials, unless you ask it not to by written notice. Neither party will otherwise use the other’s name or logo in publicity without the other’s prior written consent, which may be given by email.

22. Notices

22.1 Any notice given under or in connection with this agreement must be in writing and sent by email to: (i) Spruce: legal@spruce.eco; (ii) the Subscriber: the email address of the account owner used on signing up to the Services, or any other address either party substitutes by written notice. You must keep your notice email address current (by updating it in your account or by telling Spruce at legal@spruce.eco) and nominate a replacement account owner if the account owner leaves; a notice sent to the last address shown is validly given. You may nominate a security contact (for example a security operations mailbox) in the Schedule or by written notice, and notices under clause 7 of the DPA will be sent to that contact in addition to the notice address. Spruce may also give notice of changes to the DPA or these Terms and Conditions by a prominent notice in the Services, and may supplement (but not replace) the email notices required by clauses 6.1 and 9.2 of the DPA in the same way.

22.2 A notice is deemed received at the time of transmission or, if that time falls outside Normal Business Hours, when Normal Business Hours resume.

22.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

23. Governing law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) is governed by and interpreted in accordance with the law of England and Wales.

24. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). Nothing in this clause limits any right of a Data Subject under the Data Protection Legislation, or the competence of any Supervisory Authority.

25. Definitions and interpretation

25.1 The following definitions apply in this agreement:

Additional Seat Fee: the fee for each Seat added under clause 2.4, per month or per year, as stated in the Schedule or, if not stated there, in the Rate Card or, if not stated in either, Spruce’s standard fee notified to you in writing before it is first charged.

Anonymised Property Data: data derived from Property Attributes to which the measures in clause 4.4 have been applied.

Authorised Users: those employees, agents and independent contractors of the Subscriber, and those personnel of other businesses whom the Subscriber permits to use the Services under its account, who are authorised by the Subscriber to use the Services otherwise than as Guest Users. Each Authorised User requires a Seat.

Billing Period: the period for which the Subscription Fees are charged in advance, as stated in the Schedule: each Contract Month where billing is monthly, or each period of 12 months starting on the Effective Date or an anniversary of it where billing is annual; if the Schedule does not state one, the Initial Subscription Term and then each Renewal Period.

Business Day: a day, other than a Saturday, Sunday or public holiday in England, on which banks in London are open for business.

Compliance Pages: the pages published by Spruce at spruce.eco/legal (or any replacement address Spruce notifies to you) on which these Terms and Conditions, the DPA, the Sub-processor List, the Privacy Policy, the Cookie Policy and the User Terms of Use are published.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or would be regarded as confidential by a reasonable business person, relating to the business, assets, affairs, customers, clients, suppliers or plans of the disclosing party, or to its operations, processes, product information, know-how, designs, trade secrets or software, subject to clause 12.4.

Contract Month: each successive period of one month starting on the Effective Date and on the same day of each following month (or, where a month has no such day, its last day).

Controller, Processor, Personal Data, Data Subject, Processing (and related terms) and Personal Data Breach: have the meanings given in the DPA.

Credit Limit: the number of Credits included in the Subscription for each Credit Period, as stated in the Schedule.

Credit Overage Fee: the fee for each Credit charged under clause 2.3, as stated in the Schedule or, if not stated there, in the Rate Card or, if not stated in either, Spruce’s standard fee notified to you in writing before it is first charged.

Credit Period: the period stated in the Schedule (for example each Contract Month, or each period of 12 months starting on the Effective Date or an anniversary of it) at the start of which Credit usage resets under clause 2.1 or, if the Schedule does not state one, each Contract Month.

Credits: the units in which use of certain actions in the Services is measured under clause 2, at the rates in the Rate Card.

Data Protection Legislation: has the meaning given in the DPA.

Data Protection Losses: only the following, to the extent caused by Spruce’s breach of the DPA or of the Data Protection Legislation applicable to it as Processor: (a) reasonable, documented costs of notifying affected Data Subjects and Supervisory Authorities where notification is required by the Data Protection Legislation; (b) reasonable, documented costs of investigating and remediating the Personal Data Breach that are not covered by clause 7 of the DPA; (c) compensation for which the Subscriber is liable to Data Subjects under Article 82 of the UK GDPR or EU GDPR pursuant to a final judgment, or a settlement to which Spruce has consented in writing (consent not to be unreasonably withheld), together with the reasonable cost of remedial measures offered to Data Subjects with Spruce’s consent under clause 7.6 of the DPA and reasonable external legal and professional costs incurred in respect of (a) to (c); and (d) administrative fines imposed on the Subscriber by a Supervisory Authority to the extent (i) attributable to Spruce’s breach, (ii) not attributable to any act or omission of the Subscriber, its Authorised Users or Guest Users, and (iii) the Subscriber has taken reasonable steps to contest and mitigate the fine, and in each case only to the extent recoverable at law. Data Protection Losses exclude loss of profits, business, revenue, goodwill or anticipated savings; the cost of recreating, re-collecting or restoring data; loss of use of data; internal management time; and any loss to the extent caused or contributed to by the Subscriber, its Authorised Users or Guest Users, or arising from compliance with the Subscriber’s instructions.

DPA: the Spruce Data Processing Agreement referred to in clause 6.3.

EU GDPR: Regulation (EU) 2016/679 as it has effect in European Union law, excluding the UK GDPR.

Effective Date: the date the Subscription Term begins, as set out in the Schedule or Order Details.

Fees: the Subscription Fees (including Additional Seat Fees), the Credit Overage Fees and the Product Add-on Fees.

Guest User: a Homeowner or other third party invited by the Subscriber or an Authorised User to view or contribute to a job in the Services under clause 4.5.

Homeowner: an owner or occupier (or prospective owner or occupier) of a property that is the subject of a job in the Services, whether or not they are the Subscriber’s own customer; they may, for example, be the customer of another business that takes part in the job (where the Subscriber is a manufacturer or merchant, the customer of an installer it works with) or the occupier of a property owned by someone else.

Initial Subscription Term: the initial term of this agreement, as specified in the Schedule or Order Details.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Methodology: the calculation methods, standards and assumptions applied by the Software, as stated in the relevant Output or in Spruce’s documentation from time to time.

Normal Business Hours: 9.00 am to 6.00 pm UK time on each Business Day.

Order Details: has the meaning given in clause 1.5.

Outputs: the reports, calculations, designs, proposals, documents and other materials generated for the Subscriber through the Services.

Product Add-on: additional products or services that Spruce may provide to the Subscriber as part of its Subscription, as agreed from time to time.

Product Add-on Fees: the fees payable for Product Add-ons, as communicated by Spruce in writing or shown in the Services.

Property Attributes: information about the physical, thermal and energy characteristics of a property, including floorplans and dimensional data, room-by-room heat-loss calculations, system design and specification data (for heat pumps, solar PV, battery storage, air conditioning and other systems), energy consumption and generation data, and EPC- or BER-related data.

Quick Estimates: the preliminary estimate feature of the Services, which does not use Credits and is subject to fair use; Spruce may set and change reasonable fair-use limits for it and will tell you of them in the Services or by email.

Rate Card: Spruce’s pricing information (however titled) setting out the number of Credits used by actions in the Services and its standard Credit Overage Fee and Additional Seat Fee, as provided to you in writing before you accept these Terms and Conditions (for an Online Sign-up, in the email inviting you to sign up) or, for a Signed Agreement, with the Schedule, and as changed under clause 2.2; each version is identified by its date. Spruce will provide the current Rate Card on request and may also show it in the Services. If for any reason the Rate Card was not provided to you before you accepted these Terms and Conditions, Spruce’s standard Rate Card in force on the Effective Date applies.

Renewal Period: each successive period for which the Subscription renews under clause 1.2, as specified in the Schedule or Order Details.

Schedule: the schedule of commercial terms signed by the parties (for a Signed Agreement) or, for an Online Sign-up, the Order Details.

Seats: the number of Authorised Users permitted under the Schedule, as adjusted under clause 2.4.

Services: the services provided by Spruce under this agreement via app.spruce.eco or any other address notified by Spruce, including the Software and any Product Add-ons, through which the Subscriber may generate Outputs.

Software: the online software applications provided by Spruce as part of the Services.

Sub-processor and Sub-processor List: have the meanings given in the DPA.

Subscriber Data: the data (including Personal Data) input into the Services by or on behalf of the Subscriber, Authorised Users, Guest Users or Homeowners, and the Outputs, for the purpose of the Subscriber’s use of the Services. Subscriber Data does not include Anonymised Property Data or data about the use and performance of the Services that does not identify the Subscriber or any individual.

Subscription: the subscription purchased by the Subscriber which entitles Authorised Users and Guest Users to access and use the Services in accordance with this agreement.

Subscription Fees: the subscription fees payable for the Subscription, as set out in the Schedule or Order Details.

Subscription Term: the Initial Subscription Term together with any Renewal Periods.

Supervisory Authority: has the meaning given in the DPA.

UK GDPR: has the meaning given in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

User Terms of Use: the terms published on the Compliance Pages that govern Authorised Users’ and Guest Users’ own use of the Services as individuals, which Spruce may require them to accept when they first access the Services; they do not vary this agreement.

Virus: any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data; or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability: a weakness in the computational logic found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity or availability.

25.2 Clause and paragraph headings do not affect the interpretation of this agreement.

25.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.

25.4 A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.

25.5 Words in the singular include the plural and vice versa, and a reference to one gender includes the other genders.

25.6 “Including” means “including without limitation”.

25.7 A reference to a statute or statutory provision is a reference to it as in force at the date of this agreement.

25.8 A reference to a statute or statutory provision includes all subordinate legislation made under it as at the date of this agreement.

25.9 A reference to writing or written includes email but excludes fax.

25.10 References to clauses are to the clauses of this agreement.

25.11 References to the termination of this agreement include its expiry and its ending under clause 1.3, however described.

26. Signed Agreements

26.1 A Signed Agreement may be executed in any number of counterparts, each of which when executed constitutes a duplicate original, and all the counterparts together constitute one agreement. Each party consents to the use of electronic signatures, and an electronic signature (including one applied through an electronic signing platform) is valid and binding.

26.2 Where a Signed Agreement covers more than one product or country, a separate Schedule may be completed for each; each Schedule is treated as a separate Subscription, with its own Effective Date, for the purposes of Fees, Credit Limit, Credit Period, Seats, Initial Subscription Term, Renewal Period, Contract Month, Billing Period, currency, VAT and the General Cap in clause 10.3(b) (but not the caps in clauses 10.3(c) to (e), which apply in aggregate), and each may be renewed, repriced or terminated under this agreement without affecting the others.