1. Home Spirit product trades under the company ‘3 Spirit UK Enterprise Ltd’. a company incorporated in [England and Wales] (registration number 8329116) having its registered office at The Plaza, 535 Kings Road, London, SW10 0SZ (the "Provider"); and
2. the “Customer”
1.1 Except to the extent expressly provided otherwise, in this Agreement:
"Account" means an account enabling a person to access and use of the Home Spirit Tool
"Agreement" means this agreement including any Schedules, and any amendments to this Agreement from time to time;
"Business Day" means any weekday other than a bank or public holiday in England;
"Business Hours" means the hours of [09:00 to 17:00 GMT/BST] on a Business Day;
"Charges" means the following amounts:
the amounts specified in Part 3 of Schedule 1 The Home Spirit Tool;
“Customer” means the person or entity identified as such in part 1 of the schedule 1 Home Spirit particulars;
"Customer Confidential Information" means:
(a) any information disclosed by or on behalf of the Customer to the Provider during the Term OR whether disclosed in writing, orally or otherwise that at the time of disclosure:
(i) was marked as "confidential"; or
(ii) should have been reasonably understood by the Provider to be confidential;
(b) the Customer Data; and
(c) information provided about the person with dementia as part of the assessment
"Customer Data" means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Home Spirit Tool
"Documentation" means the documentation for the Home Spirit Tool produced by the Provider and delivered or made available by the Provider to the Customer;
"Effective Date" means the initial sign up and payment date being the execution of this agreement
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including [failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars]);
"Home Spirit" means The Home Spirit Tool as specified in schedule 1 which will be made available by the Provider to the Customer as a service via the internet in accordance with this Agreement;
"Home Spirit Services Defect" means a defect, error or bug in the Platform having an adverse effect on the appearance, operation, functionality or performance] of the Home Spirit Tool, but excluding any defect, error or bug caused by or arising as a result of:
(a) any act or omission of the Customer or any person authorised by the Customer to use the Platform;
(b) any use of the Platform or Home Spirit Tool contrary to the Documentation, whether by the Customer or by any person authorised by the Customer;
(c) a failure of the Customer to perform or observe any of its obligations in this Agreement; and/or
(d) an incompatibility between the Platform or Home Spirit Tool and any other system, network, application, program, hardware or software not specified as compatible in the Home Spirit Specification;
"The Home Spirit Tool Specification" means the specification for the Platform and Home Spirit Tool set out in Part 2 of Schedule 1
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or registrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Maintenance Services" means the general maintenance of the Platform and Home Spirit Tool, and the application of Updates and Upgrades;
"Mobile App" means the mobile application known as Home Spirit App that is made available by the Provider through [the Google Play Store and the Apple App Store];
"Permitted Purpose" means [specify purpose or purposes];
"Personal Data" has the meaning given to it in the Data Protection Act 1998;
"Platform" means the platform managed by the Provider and used by the Provider to provide the Home Spirit Tool including [the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed]];
"Schedule" means any schedule attached to main body of this Agreement;
"Services" means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under this Agreement;
"Support Services" means support in relation to [the use of, and the identification and resolution of errors in, the Home Spirit Tool, but shall not include the provision of training services];
“The Provider” means 3 Spirit Enterprise UK a company incorporated in England and Wales (registration number 8329116) having its registered office at The Plaza, 535 Kings Road, London, SW10 0SZ
"Supported Web Browser" means [the current release from time to time of Microsoft Internet Explorer, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in writing shall be supported];
"Term" means the term of this Agreement, commencing in accordance with Clause 3.1 and ending in accordance with Clause 3.2;
"Update" means a hotfix, patch or minor version update to any Platform software; and
"Upgrade" means a major version upgrade of any Platform software.
2.1 This document was created using a template from SEQ Legal (http://www.seqlegal.com).
3.1 This Agreement shall come into force upon the Effective Date.
3.2 This Agreement shall continue in force until subject to termination in accordance with Clause 18.
4. Home Spirit Tool
4.1 The Provider shall ensure that the Platform will automatically generate an Account for the Customer and provide to the Customer login details for that Account. Access will be made available during a free trial period, and ongoing once payment has been made.
4.2 The account granted by the Provider to the customer under 4.1 is subject to the following limitations:
(a) The Home Spirit Tool may only be used by the person that is registered to use it
(b) Where there are multiple users (3 users) as available in the ‘Agency Package’
the main person registering is responsible for adding the two additional users. The
three people in total registered to use the ‘Agency Package’ must not share their
log in or access with any members of staff that are not registered. If a member of
staff leaves the organization the main account holder can allocate this to another
person, by simply updating the account holder details.
(c) Family members that are registered for single use, will receive two assessments free. Beyond this date payment should be made on each assessment. Only the individual’s registering are permitted to use the tool.
4.3 The license granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:
(a) The Customer may not sub-license its right to access and use the Home Spirit Tool
(b) The Customer must not permit any unauthorized access to the Home Spirit Tool, as per Clause 4.2 (a)
(c) The Customer may not use Home Spirit Tool to provide a service to third parties
(d) The Customer must not republish or redistribute any content from the Home Spirit Tool
4.4 The Customer shall use reasonable endeavours, including reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Home Spirit Tool using an Account.
4.6 The Provider shall use all reasonable endeavours to maintain the availability of the Home Spirit Tool to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.
4.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer's computer systems or networks;
(d) any breach by the Customer of this Agreement; or
(e) scheduled maintenance carried out in accordance with this Agreement.
4.8 The Customer must comply with Schedule 2 (Acceptable Use Policy), and must ensure that all persons using the Home Spirit Tool with the authority of the Customer or by means of an Account comply with Schedule 2 (Acceptable Use Policy).
4.9 The Customer must not use the Home Spirit Tool in any way that causes, or may cause, damage to the Home Spirit Tool or Platform or impairment of the availability or accessibility of the Hosted Services.
4.10 The Customer must not use the Home Spirit Tool:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
4.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
4.12 The Provider may suspend the provision of the Home Spirit Tool if any amount due to be paid by the Customer to the Provider under this Agreement is overdue.
5. Maintenance Services
5.1 The Provider shall provide the Maintenance Services to the Customer.
5.2 The Provider shall where practicable give to the Customer at least 5 Business Days prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Home Spirit Tool or are likely to have a material negative impact upon the Hosted Services, without prejudice to the Provider's other notice obligations under this main body of this Agreement.
5.3 The Provider shall give to the Customer at least 5 Business Days prior written notice of the application of an Upgrade to the Platform.
5.4 The Provider shall give to the Customer written notice of the application of any security Update to the Platform and at least 5 Business Days prior written notice of the application of any non-security Update to the Platform.
5.5 The Provider shall provide the Maintenance Services with reasonable skill and care
5.6 The Provider may suspend the provision of the Maintenance Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue
6. Support Services
6.1 The Provider shall provide the Support Services to the Customer during the Term.
6.2 The Provider shall make available an email address for the purposes of requesting and, where applicable, receiving support services
6.3 The Provider shall respond promptly to all requests for Support Services made by the Customer through the email.
6.6 The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue.
7. Customer Data
7.1 The Customer hereby grants to the Provider a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under this Agreement.
7.2 The Customer warrants to the Provider that the Customer Data will not:
(a) breach the provisions of any law, statute or regulation;
(b) infringe the Intellectual Property Rights or other legal rights of any person; or
(c) give rise to any cause of action against the Provider,
in each case in any jurisdiction and under any applicable law.
7.3 The Provider shall create a back-up copy of the Customer Data at least weekly, shall ensure that each such copy is sufficient to enable the Provider to restore the Home Spirit Tool to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 30 days.
7.4 Within the period of 1 Business Day following receipt of a written request from the Customer, the Provider shall use all reasonable endeavours to restore to the Platform the Customer Data stored in any back-up copy created and stored by the Provider in accordance with Clause 7.3. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration.
8. Mobile App
8.1 The parties acknowledge and agree that the use of the Mobile App, the parties' respective rights and obligations in relation to the Mobile App and any liabilities of either party arising out of the use of the Mobile App shall be subject to separate terms and conditions, and accordingly this Agreement shall not govern any such use, rights, obligations or liabilities.
9. No assignment of Intellectual Property Rights
9.1 Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.
10.1 The Customer shall pay the Charges to the Provider in accordance with this Agreement.
10.3 All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated inclusive of any applicable value added taxes OR exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Provider.
11.1 The Customer must pay the Charges by paypal or debit card, credit card, direct debit, bank transfer or using such payment details as are notified by the Provider to the Customer from time to time.
11.2 The payments for the monthly subscription access will be deducted on a regular date every month, the same date in which they signed up.
11.3 Payments for one off access must be paid prior to under taking the assessment, other than in the free trial period.
12. Provider's confidentiality obligations
12.1 The Provider must:
(a) keep the Customer Confidential Information strictly confidential;
(b) not disclose the Customer Confidential Information to any person without the Customer's prior written consent, and then only under conditions of confidentiality approved in writing by the Customer.
(c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider's own confidential information of a similar nature, being at least a reasonable degree of care;
(d) Act in good faith at all times in relation to the Customer Confidential Information; and
(e) not use any of the Customer Confidential Information for any purpose other than the Permitted Purpose.
12.2 Notwithstanding Clause 12.1, the Provider may disclose the Customer Confidential Information to the Provider's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information for the performance of their work with respect to the Permitted Purpose and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.
12.3 This Clause 12 imposes no obligations upon the Provider with respect to Customer Confidential Information that:
(a) is known to the Provider before disclosure under this Agreement and is not subject to any other obligation of confidentiality;
(b) is or becomes publicly known through no act or default of the Provider;
12.4 The provisions of this Clause 12 shall continue in force indefinitely following the termination of this Agreement.
13. Data protection
13.1 The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with this Agreement, and that the processing of that Personal Data by the Provider for the Permitted Purpose in accordance with this Agreement will not breach any applicable data protection or data privacy laws.
13.2 To the extent that the Provider processes Personal Data disclosed by the Customer, the Provider warrants that:
(a) it will act only on instructions from the Customer in relation to the processing of that Personal Data;
(b) it has in place appropriate security measures both technical and organisational against unlawful or unauthorised processing of that Personal Data and against loss or corruption of that Personal Data; and
(c) it will not transfer or permit the transfer of that Personal Data outside the EEA without the prior written consent of the Customer
14.1 The Provider warrants to the Customer that:
(a) the Provider has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;
(b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under this Agreement; and
(c) the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.
14.2 The Provider warrants to the Customer that:
(a) the Platform and Home Spirit will conform in all respects with the Home Spirit Specification;
(b) the Home Spirit Tool will be free defects
(c) the application of Updates and Upgrades to the Platform by the Provider will not introduce any Home Spirit Defects into the Home Spirit Tool;
(d) the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and
(e) the Platform will incorporate security features reflecting the requirements of good industry practice.
14.3 The Provider warrants to the Customer that the Home Spirit Tool, when used by the Customer in accordance with this Agreement, will not breach any laws, statutes or regulations applicable in which the country it is being used.
14.4 The Provider warrants to the Customer that the Home Spirit, when used by the Customer in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.
14.5 If the Provider reasonably determines, or any third party alleges, that the use of the Home Spirit Tool by the Customer in accordance with this Agreement infringes any person's Intellectual Property Rights, the Provider may at its own cost and expense:
(a) modify the Home Spirit tool in such a way that they no longer infringe the relevant Intellectual Property Rights; or
(b) procure for the Customer the right to use the Home Spirit Tool in accordance with this Agreement.
14.6 The Customer warrants to the Provider that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
14.7 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
15. Acknowledgements and warranty limitations
15.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Home Spirit Tool will be wholly free from defects, errors and bugs.
15.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Home Spirit Tool will be entirely secure.
15.3 The Customer acknowledges that the Home Spirit Tool are designed to be compatible only with that software and those systems specified as compatible in the Home Spirit Tool Specification; and the Provider does not warrant or represent that the Home Spirit Tool will be compatible with any other software or systems.
15.4 the Provider does not warrant or represent that the Home Spirit Tool or the use of the Home Spirit Tool by the Customer will not give rise to any legal liability on the part of the Customer or any other person.
16. Limitations and exclusions of liability
16.1 Nothing in this Agreement will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
16.2 The limitations and exclusions of liability set out in this Clause 16 and elsewhere in this Agreement:
(a) are subject to Clause 16.1; and
(b) govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.
16.3 Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.
16.4 Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings.
16.5 Neither party shall be liable to the other party in respect of any loss of revenue or income.
16.7 Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities.
16.8 Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software; providing that this Clause 16.8 shall not protect the Provider unless the Provider has fully complied with its obligations under Clause 7.3 and Clause 7.4.
17. Force Majeure Event
17.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement[ (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
17.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:
(a) promptly notify the other; and
(b) inform the other of the period for which it is estimated that such failure or delay will continue.
17.3 A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
18.1 Either party may terminate this Agreement by giving to the other party at any time. However, if termination is within one-month subscription. The full month’s subscription will be due.
18.2 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of this Agreement.
18.3 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this Agreement); or
(d) if that other party is an individual:
(i) that other party dies;
(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
(iii) that other party is the subject of a bankruptcy petition or order.
19. Effects of termination
19.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect in accordance with their express terms or otherwise indefinitely: Clauses 1, 4.11, 8, 11.2, 12, 16, 19, 22 and 23.
19.2 The termination of this Agreement shall not affect the accrued rights of either party.
19.3 Within [30 days] following the termination of this Agreement for any reason:
(a) the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the termination of this Agreement; and
without prejudice to the parties' other legal rights.
20.1 Any notice from one party to the other party under this Agreement must be given by one of the following methods using the relevant contact details set out in Clause 20.2 and Part 4 of Schedule 1 Home Spirit Tool particulars:
Providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.
20.2 The Provider's contact details for notices under this Clause 20 are as follows: email@example.com Caroline Bartle
20.3 The addressee and contact details set out in Clause 20.2 and Part 4 of Schedule 1 (Home Spirit Tool particulars) may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 20.
21.1 Notwithstanding any other provision of this Agreement, the Customer acknowledges and agrees that the Provider may subcontract to any reputable third party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform.
22.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.
22.2 If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
22.3 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
22.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.
22.5 This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
22.6 Subject to Clause 16.1, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
22.7 This Agreement shall be governed by and construed in accordance with law of the country in which the Customer is based.
23.1 In this Agreement, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
23.2 The Clause headings do not affect the interpretation of this Agreement.
23.3 In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
Schedule 1 (Home Spirit Tool particulars)
1. Customer details
The Customer is either am individual or an entity and contact details will be provided during the initial sign up procedures
2. Specification of Home Spirit Tool
The Home Spirit Tool includes the following products:
Environment audit tool
Person Centred Planning Tool
Circle of Support Tool
A. Environment Audit Tool
Provides a room by room audit to make potential recommendations for
adaptations/changes for safety and improvements in wellbeing
Identifies and records strengths and opportunities to maintain them
Produces a printed record with recommendations
What it does not do:
Superseded any advice given by a qualified health practitioner such as an
Report on changes to wellbeing
Endorse any recommended suppliers
Provide a full support plan
Any changes should be made with extreme caution. Familiarity is important to
people who may experience memory problems.
B. Person Centred Planning Tool
Provides an assessment across several domains
Collates basic contact information
Identifies what is important to and important for a person
Provides a short version printed format of how care should be delivered
Provides a long version printed format with important to, and important for
domains within it
Identifies where risk assessments should take place
What is does not do:
Complete risk assessments
Provide a record / chart for medication
Automatically update changes – this needs to be done manually
Trigger review points
It is recommended that risk assessments are carried out where a red R is identified
in line with contractual and regulatory requirements
C. Circle of Support Tool:
Uploads pictures/avatars to represent the people that are important in the person’s life
Provides a pictorial representation of the people that are important to the person
Provides printed version of the circle of support
What it does not do:
Provide contact details of relationships / people important to
This tool should be used in conjunction with the other tools. It can be used to
identify the people that are important in the person’s life so that support can be
directed to maxmise those relationships.
Provide learning and information resources in an accessible format
Links to embedded resources
What it does not do:
Provide copyright permission to whole organisations for the use of the material in training sessions.
Copyright is only granted for its use as a training tool to individuals with registered accounts
The infographics can be used learning aids in team meeting, or printed and placed in the walls to start conversations.
Service Provider. Access is only available as part of a monthly subscription. One month free trial available (without infographic access).
Individual Access £10 per month
Agency Access £30 per month
Family Access. First two uses free.
£5 per use
If purchasing outside of the UK charges may change in accordance with the current exchange rate.
4. Contractual notices
3 Spirit Enterprise Uk
Maylands Business Centre
Schedule 2 (Acceptable Use Policy)
1.1 This acceptable use policy (the "Policy") sets out the rules governing:
(a) the use of www.homespirit.org any successor website, and the services available on that website or any successor website (the "Services"); and
(b) the transmission, storage and processing of content by you, or by any person on your behalf, using the Services ("Content").
1.2 References in this Policy to "you" are to any customer for the Services and any individual user of the Services (and "your" should be construed accordingly); and references in this Policy to "us" are to Home Spirit (and "we" and "our" should be construed accordingly).
1.3 By using the Services, you agree to the rules set out in this Policy.
1.4 We will ask for your express agreement to the terms of this Policy before [you upload or submit any Content or otherwise use the Services].
1.5 You must be [at least 18 years of age] to use the Services; and by using the Services, you warrant and represent to us that you are at least 18 years of age .
2. General usage rules
2.1 You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.
2.2 You must not use the Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
2.3 You must ensure that all Content complies with the provisions of this Policy.
3. Unlawful Content
3.1 Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
3.2 Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:
(a) be libellous or maliciously false;
(b) be obscene or indecent;
(c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
(d) infringe any right of confidence, right of privacy or right under data protection legislation;
(e) constitute negligent advice or contain any negligent statement;
(f) constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
(g) be in contempt of any court, or in breach of any court order;
(h) constitute a breach of racial or religious hatred or discrimination legislation;
(j) constitute a breach of official secrets legislation; or
(k) constitute a breach of any contractual obligation owed to any person.
3.3 You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.
4. Factual accuracy
4.1 Content must not be untrue, false, inaccurate or misleading.
4.2 Statements of fact contained in Content and relating to persons (legal or natural) must be true; and statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion].
5. Negligent advice
5.1 Content must not consist of or contain any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage.
.6. Marketing and spam
6.1 You must not without our written permission use the Services for any purpose relating to the marketing, advertising, promotion, sale or supply of any product, service or commercial offering.
6.2 Content must not constitute or contain spam, and you must not use the Services to store or transmit spam - which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications.
6.3 You must not send any spam or other marketing communications to any person using any email address[or other contact details made available through the Services or that you find using the Services.
6.4 You must not use the Services to promote or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, "get rich quick" schemes or similar letters, schemes or programs.
7.1 You acknowledge that we do not actively monitor the Content or the use of the Services.
10. Data mining
10.1 You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.
11.1 You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.
12. Harmful software
12.1 The Content must not contain or consist of, and you must not promote or distribute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.
12.2 The Content must not contain or consist of, and you must not promote or distribute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.