1. INTRODUCTION

1.1 Sprout Care Limited (referred to hereinafter as “Pebble”, “we”, “our”, “us”) is a private limited company registered in England & Wales with company number 13045499 and having a registered office at Treviot House, 186-192 High Road, Ilford, Essex, United Kingdom, IG1 1LR.

1.2 Pebble hosts an online marketplace (and any additional Pebble-owned or licensed technology which relates to the online marketplace) (the “Pebble Platform”), which allows parents, guardians and other individuals (“Care Seekers”) to instantly book, request to book (if not instantly available), reschedule, check the availability of certain activities and services aimed at children and send enquiries relating to such activities and services (the “Children’s Activities”, and providers of those activities shall be the “Providers”). Additionally, Pebble provides certain services which relate to the Pebble Platform (the “Services”). Please note that our Services continue to grow and change. Please refer to the Pebble Platform for further information about the Services we provide.

1.3 Pebble enters into separate agreements with companies (each a “Company”) to provides access to the Pebble Platform, and provide certain discounts to the Companies’ employees on bookings of Children’s Activities (the “Pebble Service Agreement”).

1.4 These Company Terms of Use (“Terms”) constitute an agreement between Pebble and the Companies (including each Company’s employees, workers, contractors, agents and other personnel who are accessing the Pebble Platform and Services on the Company’s behalf, together the “Company Personnel”, and “you” and “your” shall refer to both Companies and Company Personnel), in relation to your use of the Pebble Platform and the Services, regardless of the manner in which you access or use the Pebble Platform and the Services.

1.5 If you are accepting these Terms or accessing or using the Pebble Platform or Services as Company Personnel, you represent and warrant that you agree to the terms and also have the authority to bind the Company to these Terms and you agree on behalf of the Company to be bound by these Terms.

1.6 Please read the terms of these Terms carefully. These Terms constitutes a written contract between you and Pebble and it affects your legal rights and obligations. Each time you access and/or use the Pebble Platform or Services, you agree to be bound by and to comply with these Terms. Do not use the Pebble Platform if you do not agree to all of the terms of these Terms.

1.7 In the event of any conflict between these Terms and the terms of the Pebble Service Agreement, the terms of the Pebble Service Agreement shall prevail.

1.8 We process information about you in accordance with our Privacy Policy. By using the Pebble Platform, you agree to such processing.

2. LIMITATIONS OF THE SERVICES

2.1 Pebble does not introduce nor supply the Providers or Children’s Activities to Care Seekers, nor do we select or propose specific Providers for or to Care Seekers. Rather, Pebble offers an online marketplace that among other things enables Care Seekers to book Children’s Activities with their selected Provider and receive information about such bookings and enables Providers to provide details of available Children’s Activities to Care Seekers. Any agreement between a Care Seeker and a Provider regarding the provision of Children’s Activities and payment for such Children’s Activities is solely between such Care Seeker and Provider, and Pebble is not a party to any such agreement.

2.2 Any information made available on the Pebble Platform or through the Services, but not directly by Pebble, is the information of the relevant user and such user is solely responsible for such information. Pebble does not:

(a) guarantee or verify the accuracy, completeness, or usefulness of any information on the Pebble Platform or available through the Services or any other venue; or

(b) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Pebble Platform or through the Services or any other venue, and under no circumstances will Pebble (or any of its officers, directors, investors, subsidiaries, agents, assignees, representatives, advertisers, marketing partners, licensors, independent contractors, recruiters, corporate partners, resellers, or employees, hereinafter “Affiliates”) be responsible for any loss or damage resulting from your reliance on information or other content posted on the Pebble Platform or transmitted to or by any user of the Pebble Platform or Service or any other venue.

2.3 Pebble is not responsible for the conduct, whether online or offline, of any user of the Pebble Platform or the Services. Regardless of any other provision of these Terms, Pebble does not make any warranty or representation regarding the integrity, responsibility or actions of any Care Seeker, whether in public, private or offline interactions, and expressly disclaims any liability that may result from such actions.

3. YOUR ACCOUNT

3.1 Creating your Account. To create an account on the Pebble Platform (“Account”), you must provide your name, email and phone number, which you will then use to log in to the Pebble Platform (“Account Log-in Details”). When creating an Account, you agree to:

(a) provide true, accurate, current and complete information as requested (together with Account Log-in Details, the “Account Information”); and

(b) promptly maintain and update such Account Information (as applicable) to keep it true, accurate, current and complete at all times.

3.2 If the Account Information you provided is untrue, inaccurate, misleading or outdated, we have the right to suspend or terminate your access to the Services with or without notice.

3.3 You shall be solely responsible for your Account.

(a) You, as the creator of your Account and Account Information, are solely responsible for your Account and Account Information. You are not permitted to upload offensive or obscene information to the Pebble Platform or use your Account in an inappropriate or improper manner, as determined by us in our sole discretion. If an Account violates any part of this Agreement, we may immediately, temporarily, or permanently ban such an Account, change the Account Information associated with such Account, or suspend or terminate your access to the Services, with or without notice.

(b) Please note that you are responsible for maintaining the confidentiality and security of your Account and Account Log-in Details at all times, and you agree to notify us if your Account Log-in Details are lost, stolen, or disclosed to an unauthorised third party, or otherwise may have been compromised. To the maximum extent permitted by applicable law, you will be deemed as the person who uses the Account, and any acts made by the Account will be deemed as your acts. You are solely responsible for all activities and transactions that occur under your Account no matter who actually uses the Account, and we are not responsible for any misuse or use of your Account, including without limitation in the event that your Account Log-in Details are stolen or revealed to a third party and/or used for transactions. You agree to immediately notify us of any misuse of your Account or any other breach of security in relation to your use of the Pebble Platform that is known to you. You agree to accept all risks of misuse of and unauthorised access to your Account and to hold us and our affiliates harmless from and against any misuse of your Account or your Account Information, including, but not limited to, improper or unauthorised use by someone to whom you revealed your Account Log-in Details.

3.4 Retrieving your Account. If you request to retrieve your Account when your access to the Pebble Platform is denied due to the loss of Account Information or Account Log-in Details, you are required to provide certain information according to the account retrieval process which we in our sole discretion implement on the Pebble Platform, and to ensure that all such information is legitimate, truthful and valid. Your Account may not be retrieved if the information or documentation provided by you fails our security verification, and you are solely liable for any and all risks and losses arising therefrom.

4. YOUR USE OF THE PEBBLE PLATFORM

4.1 Access to and use of the Pebble Platform. You are responsible for:

(a) making all arrangements necessary for you to have access to the Pebble

Platform;

(b) ensuring that all persons who access the Pebble Platform through your internet connection or your Account are aware of these Terms, and that they comply with these Terms;

(c) providing accurate, current and complete information whenever accessing or uploading information to the Pebble Platform and your Account, including without limitation in connection with any booking offered or made (as appropriate) using the Pebble Platform; and (d) ensuring that, in relation to information uploaded to the Pebble Platform and your Account, it is updated no less frequently than on a weekly basis and monitored on an ongoing basis.

4.2 Licence grant to user. Subject to your compliance with these Terms, Pebble hereby grants to you a worldwide, revocable (in the circumstances set out in these Terms), royalty-free, non-assignable, non-sub-licensable, non-transferrable, and non-exclusive licence for the sole purpose of enabling you to use and enjoy the Pebble Platform and the Services in accordance with these Terms and the Pebble Service Agreement (the “Pebble Platform Licence”). The Pebble Platform Licence does not provide you with title to or ownership of the Pebble Platform (or any component thereof or rights therein), but only a limited licence to use the Pebble Platform in accordance with these Terms and subject to the use restrictions described herein.

4.3 Licence grant by user. You have the right, and hereby grant to Pebble, its Affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid, worldwide licence to use, copy, perform, display, reproduce, adapt, modify and distribute any information, images, videos, materials and content (“Company Materials”) uploaded by you to the Pebble Platform and to prepare derivative works of, or incorporate into other works, such Company Materials, and to grant and authorise sub licenses of the foregoing. You further represent and warrant that use of such Company Materials by Pebble will not infringe or violate the rights of any third party.

4.4 Acceptable use restrictions. Your use of the Pebble Platform and the Services is subject to these Terms and applicable laws and regulations. You shall not:

(a) use the Pebble Platform and the Services if you are not fully able and legally competent to agree to these Terms;

(b) use the Pebble Platform and the Services unless in compliance with applicable laws and these Terms;

(c) hack (or attempt to hack), modify, translate, adapt, disassemble, decompile, reverse engineer, or create any derivative works based on the Pebble Platform (or any portion thereof), including any files, documentation or tables or determine or attempt to determine any source code, methods, techniques or algorithms embodied in the Pebble Platform or any derivative works thereof;

(d) modify, adapt, import, copy, make derivative works of, distribute, transmit, publicly display, sublicense, sell, assign, lease, lend, rent, offer for sale or otherwise commercially exploit the Pebble Platform or any content made available on or from the Pebble Platform;

(e) remove, disable, modify, add to or tamper with any program code or data, copyright, trade mark or other proprietary notices and legends contained on or in the Pebble Platform;

(f) infringe our intellectual property rights or those of any third party in relation to your use of the Pebble Platform or create software which mimics any data or functionality in the Pebble Platform;

(g) make the Pebble Platform or any part of it available to any third party (aside from fairly and honestly providing links to the Pebble Platform or showing it to other people) or otherwise display, publish, copy, print, post or otherwise use the Pebble Platform and the information contained therein for the benefit of any third party or website;

(h) in any way conduct yourself in a manner which is unlawful, gives rise to civil or criminal liability or might call us or the Pebble Platform into disrepute, or otherwise use the Pebble Platform or any part of it unfairly or for any illegal or immoral purpose;

(i) market, lease or rent the Pebble Platform (or any part thereof) for a fee or charge, or use the Pebble Platform to advertise or perform any commercial solicitation;

(j) interfere with or attempt to interfere with the proper functioning of the Pebble Platform (or any part thereof), disrupt any networks connected to the Pebble Platform (or any part thereof), or bypass any measures we use or may use to prevent or restrict access to the Pebble Platform (or any part thereof);

(k) use automated scripts to collect information from or interact with the Pebble Platform (or any part thereof) in any way;

(l) impersonate any person or entity, or falsely state or otherwise misrepresent you or your affiliation with any person or entity, including giving the impression that any content you upload, post, transmit, distribute or otherwise make available emanates from us or the Pebble Platform;

(m) use the Pebble Platform (or any part thereof) and the Services in a manner that may create a conflict of interest or undermine the purposes of the Pebble Platform and the Services;

(n) collect or harvest any information or data from the Pebble Platform or our systems or attempt to decipher any transmissions to or from the servers; or

(o) use the Pebble Platform (or any part thereof) to upload, transmit, distribute, store or otherwise make available in any way:

(i) files that contain viruses or other material that is malicious or harmful;

(ii) defamatory, obscene, offensive, hateful or inflammatory material;

(iii) any content that would constitute or encourage a criminal offence; or

(iv) content that, in the sole judgment of Pebble, is objectionable or which restricts or inhibits any other person from using the Pebble Platform, or which may expose us or our users to any harm or liability of any type.

4.5 You understand, acknowledge, and agree that any violation of the foregoing provisions may in our sole discretion and judgment lead us to terminate our business relationship with you in accordance with Section 7 and/or may subject you to criminal liability and/or liability for damages, costs, expenses, or fees (including attorney’s fees) incurred by Pebble in enforcing its rights against you under these Terms.

4.6 Notification requirements. You shall notify Pebble as soon as reasonably practicable, and keep Pebble informed, about any changes relating to you or the employees entitled to discounts on bookings of Children’s Activities which could be relevant to Pebble or Care Seekers.

4.7 Non-compete. You undertake that, during the term of these Terms and for 6 months thereafter, you will not directly or indirectly be engaged in the development or provision of any product or service that has similar functionality to the Pebble Platform without the prior written consent of Pebble.

5. UPDATES TO THE PEBBLE PLATFORM; AVAILABILITY

5.1 We aim to update the Pebble Platform regularly, and may change the content at any time. We reserve the right to terminate or suspend your Account (including for, but not limited to, the reasons described at Sections 3 and 4 above), suspend access to the Pebble Platform, modify, adapt or update any service or content provided on the Pebble Platform, or close the Pebble Platform indefinitely, in accordance with Section 7. We may remove material from the Pebble Platform at our own discretion and without giving any notice. We do not promise to ensure that the Pebble Platform remains available or that the information and materials on the Pebble Platform are kept up to date.

6. LINKING

6.1 Linking to third party sites. The Pebble Platform may provide links to other websites operated by the Providers, other Companies or third parties who are not related to, affiliated with or endorsed by Pebble. These links are provided for your information only. Provider, Company and third party platforms are not governed by these Terms but by other agreements or policies that may differ from these Terms. In visiting any of these platforms, whether linked to on the Pebble Platform or otherwise, you do so at your own risk and you assume all responsibility in that regard. We make no representations or warranties regarding, and do not endorse, any of these platforms or any content in such platforms. We encourage you to review the terms of use of each platform visited before using those platforms.

6.2 Linking to the Pebble Platform. You may link to the Pebble Platform, provided you do so in a way that is fair and legal, is non-deceptive and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to the Pebble Platform in any website that is not owned by you. The Pebble Platform must not be framed on any other website, nor may you create a link to any part of the Pebble Platform other than the home page. We reserve the right to withdraw linking permission without notice.

7. TERMINATION

7.1 If you have violated any term of these Terms, Pebble reserves the right, at its sole discretion, to:

(a) terminate your access to all or part of the Pebble Platform and your Account, and shall provide the reasons for such termination no later than thirty (30) days prior to the termination taking effect (“Termination Notice Period”); and

(b) suspend your access to all or part of the Pebble Platform and your Account, and shall provide the reasons for such suspension prior to or at the time of such suspension.

7.2 In relation to any terminations or suspensions pursuant to Section 11.1, you shall have the opportunity to clarify the facts and circumstances by contacting Pebble at support@bookpebble.co.uk and, if the decision to terminate or suspend is subsequently revoked by Pebble, Pebble shall reinstate you without undue delay, and provide you with any access to data that resulted from your use of the Pebble Platform and Services prior to the termination or suspension taking effect.

7.3 The Termination Notice Period shall not apply where Pebble:

(a) is subject to a legal or regulatory obligation which requires it to terminate the provision of the Pebble Platform and Services in a manner which does not allow it to respect the Termination Notice Period (although Pebble shall nonetheless provide a statement of reasons for the termination, unless it is subject to a legal or regulatory obligation not to provide the specific facts or circumstances);

(b) exercises a right of termination under an imperative reason pursuant to national law (although Pebble shall nonetheless provide a statement of reasons for the termination, unless it is subject to a legal or regulatory obligation not to provide the specific facts or circumstances); or

(c) can demonstrate to you that you have repeatedly infringed these Terms.

7.4 If your Account is suspected to be involved in illegal or improper activities (such as being hacked), you shall cooperate with (e.g., answer the questions truthfully) the relevant personnel designated by us to solve the issue. You further acknowledge and agree that, if we determine that your Account is involved in any improper or illegal acts, we have the right to suspend or terminate your access to the Account and take remedial measures, in accordance with this Section 11.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 You acknowledge and agree that all copyright, trademarks and other intellectual property rights in the Pebble Platform content, software and all HTML and other code contained in the Pebble Platform shall remain at all times vested in Pebble and/or its licensors and is protected by copyright and intellectual property and other laws. All intellectual property rights are reserved.

8.2 The Pebble Platform and its contents are copyright-protected material and the copyright is owned by Pebble unless stated otherwise. Without limiting the foregoing, copying the above listed materials to any other server or location for publication, reproduction or distribution is expressly prohibited. Generally speaking, trademarks appearing on the Pebble Platform are either owned by Pebble or Pebble has obtained limited permission from the trademark owner to use the trademark on the Pebble Platform. Any other third party trademarks remain the property of their respective owners. “Pebble” is a registered trademark of Pebble. You are not permitted to use this registered trademark without our approval.

8.3 If you wish to obtain permission to make use of any of the copyrights, trademarks or other rights or material that may be displayed on the Pebble Platform from time to time, please contact us at support@bookpebble.co.uk. Pebble shall not be responsible for seeking any additional authorisation required for third party use of any trademark not owned by or licensed to Pebble for such use.

8.4 Your unauthorised use of intellectual property rights owned by Pebble or its licensors may violate copyright, trademark, privacy, publicity, communications, and other laws which may result in personal liability for you, as well as potential criminal liability.

9. RELEASE OF LIABILITY FOR USER CONDUCT AND DISPUTES

9.1 Any issues or disputes between the Company (or Company Personnel) and a Provider (or a member of Provider Personnel) must be resolved directly between the Company and the relevant Provider. Pebble will not be held responsible and expressly disclaims any liability whatsoever for any claims, demands or damages direct or indirect of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such issues or disputes.

9.2 By using this Pebble Platform and/or the Services, you do hereby represent, understand, and expressly agree to indemnify and hold Pebble harmless for any claim or controversy that may arise from any breach of these Terms or your use of the Pebble Platform and the Services. You shall use your best efforts to cooperate with us in the defence of any claim. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you.

9.3 Pebble will use its reasonable efforts to monitor usage of the Pebble Platform by Providers, Provider Personnel, Care Seekers, Companies and Company Personnel and suspend privileges to any user not adhering to these Terms. You agree to take reasonable precautions in all interactions with other users of the Pebble Platform or the Services, particularly if you meet offline or in person. By using the Pebble Platform or the Services, you do hereby agree to report any alleged improprieties of any users therein to Pebble immediately by notifying Pebble of the same via electronic correspondence at support@bookpebble.co.uk.

10. LIABILITY

10.1 You accept that the Pebble Platform is offered on an “as-is” and “as available” basis. To the fullest extent permitted under applicable law, Pebble and its Affiliates disclaim all warranties, express or implied (whether by statute, common law or the law of equity), including without limitation implied warranties of merchantability, fitness for a particular purpose, performance or suitability for your intended use, title and non-infringement as to the Pebble Platform, including all information, content and materials contained therein. Pebble takes every reasonable precaution and care in relation to the Pebble Platform but we do not warrant that the provision of the Pebble Platform or material displayed on it will meet your requirements, be uninterrupted, timely, secure or error-free, that defects will be corrected or that this Pebble Platform is free of software viruses or bugs or other defects. To the maximum extent permitted by law, and subject to Section 10.3, Pebble disclaims any liability for any perceived false, misleading, incomplete, inaccurate, or otherwise defective content or misstatements or misrepresentations made by any users of the Pebble Platform or any other venue. You do hereby represent, understand and agree to hold Pebble and its Affiliates harmless for any misstatements and/or misrepresentations made by or on behalf of you on this Pebble Platform or in any other venue. Content is provided for informational purposes only, and Pebble is not responsible for any reliance upon or use of the content by you or other users, or by any third party, which is accessed at your own discretion and risk.

10.2 All Companies and Company Personnel hereby expressly agree not to hold Pebble or its Affiliates liable for the actions or omissions of any Care Seeker or for any information, instruction, or advice which originated or services that were arranged through the Pebble Platform. To the maximum extent permissible under applicable law, each Company and member of Company Personnel hereby irrevocably waives any right they may have to bring a claim against Pebble and Pebble and its Affiliates expressly disclaim any liability whatsoever for any damage, suits, claims, and/or disputes that have arisen or may arise, whether known or unknown, therefrom.

10.3 To the extent permitted by applicable law, we accept no liability for any damages, losses or causes of action arising, by reason of or in connection with your use of the Pebble Platform and Services, loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, waste of management or office time (in each case whether direct or indirect) or for any indirect or consequential loss or damage of any kind however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

10.4 Nothing in these Terms limits or excludes our liability:

(i) for death or personal injury caused by our negligence;

(ii) for fraud or fraudulent misrepresentation; or

(iii) in any way that is not permitted under applicable law.

10.5 You agree that where a breach of these Terms will cause irreparable injury to Pebble for which monetary damages would not be an adequate remedy and Pebble shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

11. GOVERNING LAW AND JURISDICTION

11.1 These Terms, and any non-contractual obligations arising from it or in relation to it, shall be governed by and construed in accordance with the laws of England.

11.2 You and Pebble agree that the courts of England will have exclusive jurisdiction in relation to any claims arising out of or in relation to this agreement.

12. VARIATION

12.1 Pebble may amend these Terms at any time, and will notify you fifteen (15) days in advance of any such amendments, unless a longer notice period is required in order to enable you to comply with any amendments (“Variation Notice Period”).

12.2 The Variation Notice Period shall not apply where Pebble:

(a) is subject to a legal or regulatory obligation which requires it to amend these Terms in a manner which does not allow it to respect the Variation Notice Period; and

(b) has exceptionally to amend these Terms to address an unforeseen and imminent danger related to defending the Pebble Platform, Care Seekers, Companies or Providers from fraud, malware, spam, data breaches or other cybersecurity risks.

12.3 The amendments we make to these Terms will be posted on this page and will not be implemented until expiry of the Variation Notice Period.

12.4 You shall have the right to terminate these Terms, following receipt of the variation notice pursuant to Section 16.1, before the end of the Variation Notice Period.

13. COMPLAINTS

13.1 If you would like to make a complaint about Pebble, the Pebble Platform or the Pebble Services, you may contact us at support@bookpebble.co.uk.

13.2 When handling complaints, Pebble shall:

(a) process complaints swiftly and effectively, taking into account the importance and complexity of the issue raised;

(b) duly consider complaints lodged and the follow-up which they may need to give to the complaint in order to adequately address the issue raised; and

(c) communicate the outcome in an individualised manner and drafted in plain and intelligible language.

14. GENERAL PROVISIONS

14.1 Severability. If any provision in these Terms is ruled invalid, unlawful, void or unenforceable by a court of competent jurisdiction, that provision will be removed from these Terms without it affecting the rest of these Terms and the remaining provisions of these Terms will continue to be valid and enforceable.

14.2 Security. We do not guarantee that the Pebble Platform will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer program and platform to access the Pebble Platform. You should use your own virus protection software.

14.3 No Waiver. No failure or delay by you or Pebble in exercising any rights or remedies under these Terms will operate as a waiver of that or any other right or remedy.

14.4 No Partnership or Joint Venture. These Terms shall not be construed as creating a partnership, joint venture, franchise or agency relationship between you and Pebble.

14.5 Entire Agreement. These Terms constitute the whole legal agreement between you and Pebble and govern your use of the Pebble Platform and completely replaces any prior agreements between you and Pebble in relation to the Pebble Platform.

14.6 Third Parties. These Terms do not confer any rights on any person or party (other than the parties to these Terms and (where applicable) their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

14.7 No Assignment. You will not assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms, without the prior written consent of Pebble.