MESSAGING SERVICE TERMS AND CONDITIONS

Last updated: [6 January 2026]

These terms and conditions (the “T&Cs”) are a contract between you (the “Provider”) and SPROUT CARE LIMITED (trading as "Pebble") whose registered office is situated at Treviot House, 186-192 High Road, Ilford, Essex, United Kingdom, IG1 1LR with registered company number 13045499 (“Pebble”). 

OVERVIEW

Pebble and the Provider have already entered into an agreement (“Pebble Service Agreement”) pursuant to which Pebble is providing access to: (i) Pebble’s online platform which allows care seekers to book, reschedule, check the availability of activities and other services which are targeted at children and send enquiries relating to such activities and services (and any related Pebble-owned or licensed technology); and (ii) services which support the provision of the Pebble Platform (“Pebble Services”). 

In addition to the Pebble Services, the Provider intends to access additional Pebble Messaging Services (defined below), and these T&Cs govern the Provider’s access to and use of the Pebble Messaging Services.

Pebble may amend these T&Cs from time to time and such amendments will be effective upon posting of such updated T&Cs. The Provider’s continued use of the Pebble Messaging Services after such posting constitutes its consent to be bound by these T&Cs, as amended.

BY CLICKING ON THE “TICK” BUTTON, DEMONSTRATING ANY OTHER SIMILAR AFFIRMATIVE ACTION, OR USING THE PEBBLE MESSAGING SERVICES, THE PROVIDER ACCEPTS AND AGREES TO BE BOUND BY THESE T&CS.

AGREED TERMS

1. DEFINITIONS 

   1. Capitalised terms in these T&Cs shall have the following meanings:

2. In these T&Cs, unless the context otherwise so requires, “including” means “including, without limitation”.

3. In the event that there is any conflict between the terms of these T&Cs, the Pebble DPA and the Pebble Service Agreement, the order of priority will (unless otherwise expressly stated in such documentation) be as follows:

   1. these T&Cs; 

   2. the Pebble DPA; and 

   3. the Pebble Service Agreement. 

2. PROVIDER OBLIGATIONS

   1. In order to receive the Pebble Messaging Services:

      1. the Pebble Service Agreement must be valid and subsisting; 

      2. the Provider must comply with the terms of the Pebble Service Agreement (to the extent relevant and applicable to the Pebble Messaging Services); 

      3. the Provider must complete certain onboarding activities, as notified to the Provider by Pebble;

      4. the Provider must comply with the Third-party Messaging Platform Terms; 

      5. the Provider must provide Pebble with any assistance, Provider Materials and information that Pebble reasonably requires to provide the Pebble Messaging Services; and

      6. the Provider must pay any Fees which are due and payable.

         
         

3. SERVICES 

   1. Subject to the Provider’s compliance with its obligations under clause 2, Pebble shall provide the Pebble Messaging Services to the Provider during the Term.

   2. The Provider hereby acknowledges that:

      1. the Third-party Messaging Platforms are not being operated or provided by Pebble;

      2. Pebble will not be liable for any losses suffered by the Provider if Pebble’s performance of its obligations under these T&Cs is prevented or delayed by an act of omission of the Provider or any care seeker;

      3. its information (including personal data and non-personal data) may be transferred to and processed by the Third-party Messaging Platform, and acknowledges that the Provider is responsible for configuring the interoperability of the Pebble Services with Third-party Messaging Platforms (to the extent any such actions are required outside of the Pebble Messaging Services); and 

      4. Pebble does not guarantee the continued availability or performance of the Third-party Messaging Platforms, or the continued interoperability of the Third-party Messaging Platform with the Pebble Services.

         
         

4. INTELLECTUAL PROPERTY

   1. During the Term, the Provider hereby grants to Pebble a non-exclusive, royalty free, worldwide licence to use the intellectual property rights in the Provider Materials.

   2. During the Term, Pebble hereby grants to the Provider a personal non-exclusive, non-sublicensable, non-transferable, royalty free worldwide licence to use the Pebble Messaging Services to the extent necessary for the Provider to perform its obligations and enjoy its rights under these T&Cs.  

   3. Save as set out in these T&Cs, Pebble reserves all of its right, title and interest in the Pebble Messaging Services IPR, and Pebble does not grant the Provider any intellectual property rights in respect of the Pebble Messaging Services IPR, the Pebble Services, any intellectual property rights created pursuant to these T&Cs or any related content or materials. 

   4. The Provider will not (or attempt to), without Pebble’s prior written consent:

      1. change, alter, disassemble, create derivative works of or reverse engineer any of the Pebble Messaging Services IPR; or

      2. decompile any prototypes or software or other tangible objects comprised within the Pebble Messaging Services nor use any similar means to discover its underlying composition, structure, source code or trade secrets.

   5. The Provider will indemnify, defend and hold harmless Pebble, from and against any claims, costs, damages, losses, liabilities and expenses (including legal fees) relating to any claims, actions, suits or proceedings by third parties against Pebble arising out of or related in any way to:

      1. Pebble’s use of the Provider Materials in accordance with the Provider’s instructions and the terms of this Pebble Service Agreement; 

      2. the Provider’s use of the Pebble Messaging Services IPR;

      3. the Provider’s compliance with the Third-party Messaging Platform Terms, and the limits and exclusions of liability in clause 9 will not apply to this indemnity.

         
         

5. PAYMENT

   1. The Provider shall pay the Fees, as notified by Pebble to the Provider (via the Pebble Platform or otherwise).

   2. The Provider acknowledges and agrees that:

      1. before sending any SMS or WhatsApp messages, using the Pebble Messaging Services, any information provided about the applicable fees will be an estimate of such fees and not final; and

      2. any Fees shall be payable in addition to any other fees payable in respect of the remainder of the Pebble Services.

   3. The Fees are invoiced monthly, and each invoice issued by Pebble under these T&Cs shall be due and payable within thirty (30) days from the date of receipt by the Provider.

   4. All amounts payable under these T&Cs are exclusive of VAT and any related payment processing costs (which shall be borne by the Provider).  

   5. Pebble may set off any liability of the Provider to Pebble against any liability of Pebble to the Provider.

   6. Pebble may vary the Fees on at least 30 days’ written notice to the Provider, following which the Provider may terminate these T&Cs by exercising its termination rights set out in clause 7.   

   7. If the Provider fails to make any payment of Fees to Pebble within 30 days of the due date of payment under these T&Cs, Pebble may: 

      1. suspend or terminate these T&Cs with immediate effect; and

      2. withhold any payments of Fees due to the Provider pursuant to these T&Cs, and collected by Pebble from care seekers via the Pebble Platform from 15 days following the relevant due date of payment under these T&Cs until full payment of the relevant Fees. 

         
         

6. CONFIDENTIALITY 

   1. Each Party will only use confidential information shared pursuant to these T&Cs to enjoy its rights and comply with its obligations under these T&Cs.  Each Party will keep all confidential information strictly confidential and not disclose any part of any confidential information, except where the confidential information to the extent that it is:

      1. already in the receiving Party’s possession or is in the public domain (except due to a third party’s breach of a duty of confidentiality); or

      2. required to be disclosed by law or an order of a court of competent jurisdiction.

   2. The obligations under this clause 6 will continue until the information enters the public domain except through the fault of the receiving Party.

      
      

7. TERM AND TERMINATION

   1. These T&Cs will start on the Effective Date and continue until: 

      1. either Party terminates these T&Cs in accordance with this clause; or 

      2. the Pebble Service Agreement terminates. 

   2. Each Party may immediately terminate these T&Cs if:

      1. it provides thirty (30) days’ written notice to the other Party of its intention to terminate these T&Cs;

      2. the other Party commits a material breach of any term of these T&Cs which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so; or

      3. the other Party suffers an insolvency event (or an analogous event). 

   3. Pebble may immediately terminate these T&Cs if it reasonably believes that the Provider has breached any of the Third-party Messaging Platform Terms.

   4. Pebble may immediately suspend these T&Cs:

      1. if Pebble suspends the Pebble Service Agreement; or

      2. if Pebble notifies the Provider in advance of suspending, and explains the reason(s) for suspending.

   5. Upon expiry or termination of these T&Cs:

      1. each Party shall return or destroy all of the other Party’s confidential information in its possession or control within thirty (30) days of such expiry or termination (unless reasonably required to retain certain confidential information by law); 

      2. the Provider shall immediately pay any outstanding Fees which are payable under these T&Cs;

      3. the Provider shall not be entitled to any refund or any reimbursement of any Fees paid under these T&Cs;

      4. all rights and licences in relation to the Pebble Messaging Services (including any related benefits or incentives) shall automatically cease and the Provider shall immediately stop using the Pebble Messaging Services; and

      5. clauses 1, 3.2, 4, 5, 6, 7, 8, 9 and 10 shall continue in full force and effect.

   6. Any termination of these T&Cs shall be without prejudice to any other rights or remedies a Party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either Party.

      
      

8. DATA PROTECTION 

   1. When using the Pebble Messaging Services, the Provider hereby represents that it will comply with Data Protection Laws when doing so (including without limitation providing compliant notices and procuring any necessary consents from care seekers before contacting them).

   2. Where Pebble Processes Personal Data under these T&Cs, the Provider will be a Controller and Pebble will be a Processor, and the terms of the Pebble DPA shall apply.

      
      

9. LIABILITY

   1. Each Party represents, warrants and undertakes that it has: (i) the requisite rights, consents, power and authority to enter into these T&Cs and to perform fully its obligations hereunder; and (ii) not entered into and will not enter into any arrangement which would restrict or inhibit the exercise by the other Party of its rights under these T&Cs.

   2. This clause 9 sets out the entire liability of each party (and their employees, agents, consultants, and subcontractors) to the other, in respect of any breach of these T&Cs, any use by the Provider of the Pebble Messaging Services IPR, the Pebble Messaging Services or the Pebble Platform, and any representation, statement or tortious act or omission (including negligence) arising in connection with these T&Cs.

   3. Nothing in these T&Cs limits or excludes the liability of either party for death, personal injury, fraud, fraudulent misrepresentation or fraudulent misstatement.

   4. Subject to clause 9.3, Pebble shall not be liable to the Provider for loss of profits, business, goodwill, anticipated savings, goods, contract, use or data, or for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses. 

   5. The total liability of Pebble to the Provider arising in connection with the performance, or contemplated performance, of these T&Cs, will be limited to the total amount of Fees paid or payable to Pebble, in the twelve (12) months preceding the relevant claim, under these T&Cs.  

   6. Except as expressly provided in these T&Cs, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

   7. The Pebble Messaging Services IPR, the Pebble Messaging Services, their use and the results of such use are provided “as is” to the fullest extent permitted by law, and Pebble disclaims all express or implied warranties which may be implied in respect of them. The performance of the Pebble Messaging Services and the Pebble Messaging Services IPR rely on third parties beyond Pebble’s control. Pebble specifically disclaims any warranty:

      1. that the use of the Pebble Messaging Services will be uninterrupted or error-free, that defects will be corrected and that there are no viruses or other harmful components;

      2. that the security methods employed will be sufficient; or

      3. regarding correctness, accuracy, or reliability.

   8. In relation to the Third-party Messaging Platforms, the Provider acknowledges and agrees that:

      1. Pebble does not determine or control the content of the Third-party Messaging Platform Terms;

      2. Pebble shall have no liability associated with the Provider’s use of the Third-party Messaging Platform;

      3. any modification of the Third-party Messaging Platforms, to the Third-party Messaging Platform Terms, or (if applicable) to the fees charged by the Third-party Messaging Platforms to the Provider, shall not relieve any of the Provider’s obligations to Pebble;

      4. the Third-party Messaging Platforms may charge the Provider independently for access and use of their services, or the Third-party Messaging Platforms may charge Pebble for the Provider’s use and access, in which case Pebble may pass these fees on to the Provider; and 

      5. the Third-party Messaging Platforms may alter its fees at any time and Pebble has no control over any such changes.

         
         

10. . GENERAL

    1. These T&Cs sets out the entire understanding between the Parties with respect to the subject matter and supersedes all prior oral and written representations, arrangements and understandings between the Parties relating thereto.

    2. Nothing in these T&Cs shall be deemed to constitute a partnership or agency relationship between the Parties.

    3. If any part of these T&Cs is or becomes unenforceable, such part will be construed as far as possible to reflect the Parties’ intentions and the remainder of the provisions will remain in full force and effect.

    4. No forbearance, delay or indulgence by either Party in enforcing the provisions of these T&Cs shall prejudice or restrict the rights of that Party nor shall any waiver of rights operate as a waiver of any subsequent breach of these T&Cs.

    5. These T&Cs is made and shall be construed in accordance with the laws of England and the Parties submit to the non-exclusive jurisdiction of the English courts in relation to any dispute arising therefrom.

    6. A person who is not a Party to these T&Cs shall not have any rights under or in connection with it other than to the extent permitted by law.

    7. The Provider may not without the prior written consent of Pebble transfer, assign or novate its rights or obligations under these T&Cs.

    8. All notices to be given under these T&Cs must be in English, in writing and sent to the other Party at the address stated at the head of these T&Cs (or using such other contact details as either Party has notified to the other).