Pebble Terms & Conditions

PEBBLE TERMS AND CONDITIONS

THIS AGREEMENT is made on Effective Date.

BETWEEN:  

1. SPROUT CARE LIMITED (trading as "Pebble") whose registered office is situated at 3rd Floor 86-90 Paul Street, London, England, EC2A 4NE with registered company number 13045499 (“Pebble”); and 

2. Yourself (if the Provider is an individual) or the company or organisation that you are submitting on behalf of, as described in the information that you have provided during the course of the sign-up and onboarding process (“Provider”),

each a “Party” and together the “Parties”.

BACKGROUND

1. Provider has requested and Pebble has agreed to grant Provider use of the Pebble Services, upon and subject to the terms and conditions in this agreement.

2. This agreement (“Pebble T&Cs”), the Pebble DPA and any Confirmation Order Forms) forms an agreement between Pebble and the Provider (the “Pebble Service Agreement”). This Pebble Service Agreement will become effective on the Effective Date. 

3. The Pebble T&Cs is available here. As soon as possible after signing this Pebble Service Agreement, please ensure that you print a copy of the Pebble T&Cs for your records.

4. For information on how to contact us regarding these T&Cs, please refer to this page. 

THIS PEBBLE SERVICE AGREEMENT (INCLUDING THE PEBBLE T&Cs, THE PEBBLE DPA AND ANY CONFIRMATION ORDER FORMS) CONSTITUTES A LEGAL AND ENFORCEABLE CONTRACT BETWEEN PEBBLE AND THE PROVIDER. BY APPLYING TO ENTER INTO THIS PEBBLE SERVICE AGREEMENT, THIS CONSTITUTES AN OFFER BY YOU, OR THE COMPANY OR ORGANISATION WHO YOU ARE MAKING THIS OFFER ON BEHALF OF, TO ENTER INTO AN AGREEMENT WITH SPROUT CARE LIMITED (TRADING AS “PEBBLE”) ON THE TERMS OUTLINED IN THIS PEBBLE SERVICE AGREEMENT. SUBJECT TO PEBBLE CONFIRMING THAT YOU HAVE COMPLETED ITS SIGN-UP AND ONBOARDING PROCESS AND THAT YOUR APPLICATION HAS BEEN VALIDATED, PEBBLE WILL ACCEPT YOUR OFFER, AND THIS PEBBLE SERVICE AGREEMENT WILL BE EXECUTED BY PEBBLE AND YOU, OR THE COMPANY OR ORGANISATION WHO YOU ARE MAKING THIS OFFER ON BEHALF OF, AS APPLICABLE.

AGREED TERMS

1. DEFINITIONS 

   1. Aside from the terms in this Pebble Service Agreement in bold, other capitalised terms shall have the following meanings:

2. In this Pebble Service Agreement, unless the context otherwise so requires, “including” means “including, without limitation”.

3. In the event that there is any conflict between the terms of the Pebble T&Cs, the Pebble DPA and any Confirmation Order Forms, the order of priority will (unless otherwise expressly stated in the Confirmation Order Forms, the Pebble DPA or the Pebble T&Cs) be as follows:

   1. any Confirmation Order Forms; 

   2. the Pebble DPA; and 

   3. the Pebble T&Cs. 

2. PROVIDER OBLIGATIONS

   1. The Provider shall promptly following the Effective Date pay any Fees, to the extent that it is required in accordance with the relevant Confirmation Order Form and/or the Pebble T&Cs.

   2. Following the payment of any Fees pursuant to clause 2.1, the Provider shall, in accordance with the instructions outlined by Pebble:

      1. sign-up to Pebble’s payment provider and promptly comply with any instructions from Pebble in relation to the sign-up and onboarding process; 

      2. complete certain onboarding activities, as notified to the Provider by Pebble; and

      3. submit and provide any information requested by Pebble from time to time (including without limitation during the sign-up and onboarding process).

   3. During the Term, the Provider shall (and, where applicable, promptly and without undue delay):

      1. provide Pebble with any assistance, Provider Materials and information that Pebble reasonably requires to provide the Pebble Services, and verify the Provider’s compliance with the Pebble Service Agreement; 

      2. ensure that any information it provides to Pebble, or uploads to the Pebble Platform, is accurate, updated no less frequently than on a weekly basis and monitored on an ongoing basis;

      3. notify Pebble of any actual or anticipated downtimes of the Provider’s information technology for which the Pebble Services are to be provided; 

      4. not submit fake or misleading reviews on the Pebble Platform, or encourage any individuals to do so;

      5. provide Pebble with any assistance that Pebble reasonably requires to detect, investigate and remove (actual or suspected) fake or misleading customer reviews (including notifying us in the event that you identify any fake or misleading customer reviews);

      6. comply with any applicable policies, codes of conduct, terms, requirements and agreements (as notified to the Provider by Pebble from time to time), and all applicable laws in relation to the Pebble Services; and

      7. not offer activities to Users outside of the Pebble Platform where those Users have been introduced to the Provider via the Pebble Platform.

   4. The Provider must ensure that its personnel comply with the Pebble Provider EULA, and any other terms of use in relation to the Pebble Services (as notified by Pebble to the Provider from time to time) (the “Terms of Use”).

   5. Where the Provider reasonably believes that the Provider’s personnel are in material breach of any of the terms referenced in clause 2.4 above, the Provider shall notify Pebble as soon as reasonably practicable and provide any assistance requested by Pebble. 

   6. The Provider shall not use the Pebble Platform and any other of its intellectual property rights which may come into the possession of the Provider under this Pebble Service Agreement from time to time (the “Pebble IPR”) to:

      1. provide services to third parties other than Users; or

      2. build a product or service which competes with Pebble’s business.

   7. The Provider shall maintain in force a reasonable and appropriate insurance policy for the Term, taking into account the nature of the Activities that they are providing.   

   8. During the Term, the Provider:

      1. acknowledges that Pebble will not provide any insurance cover in respect of the Provider or the Activities that the Provider is providing; 

      2. shall maintain in force insurance policies against all risks that would normally be insured against by a prudent businessperson in connection with the risks associated with this Pebble Service Agreement; and

      3. acknowledges and agrees that Pebble may offer ancillary goods and services to the Activities, to the Users, through the Pebble Platform.

   9. If a User complains to Pebble about the Provider, or its Activities:

      1. Pebble shall provide the Provider with all relevant details about the complaint; and

      2. the Provider must deal with such complaints, and any other complaints received directly from Users, in compliance with applicable laws.

   10. The Provider’s use of the Pebble Messaging Services shall governed by the Pebble Messaging Services Terms, which can be accessed here [insert link].

   11. The Provider will not, directly or indirectly, enter or attempt to enter into any agreement, understanding or other form of arrangement (whether express or implied) with the operators of any provider of a booking system or management software to be the Provider’s primary provider of a booking system or management software.

3. PEBBLE SERVICES AND PEBBLE PLATFORM

   1. Subject to the Provider’s compliance with its obligations under clause 1.2, Pebble shall provide the Pebble Services to the Provider from the Start Date until the end of the Term.

   2. The Provider may enjoy the benefit of the Pebble Services, provided that:

      1. the Provider complies with this Pebble Service Agreement; and

      2. in the event of a material breach of this Pebble Service Agreement by the Provider, the Provider shall notify Pebble as soon as reasonably practicable and provide any assistance requested by Pebble. 

   3. Pebble will not be liable for any losses suffered by the Provider if Pebble’s performance of its obligations under this Pebble Service Agreement is prevented or delayed by an act of omission of the Provider or any User.

   4. Pebble may modify, suspend or discontinue any part of the Pebble Platform or otherwise make any changes it considers desirable to the Pebble Platform. 

   5. In relation to Third-party Services, the Provider acknowledges and agrees that:

      1. Third-party Services are subject to their own terms (which the Provider will be subject to when accessing such Third-party Services), and are not subject to this Pebble Service Agreement;

      2. Pebble shall not be responsible for Third-party Services, and Pebble is not a party to, or responsible for compliance with, any Third-party Service terms;

      3. Pebble does not guarantee any Third-party Services (or any related terms) are adequate for the Provider’s own needs; 

      4. Pebble has no liability or responsibility whatsoever for any Third-party Services, including their accuracy, reliability, availability, security, data handling, data processing, completeness, usefulness or quality, and any use of Third-party Services is at the Provider’s sole discretion and risk; and

      5. the Provider shall independently verify that any Third-party Services meet its needs. 

   6. In connection with any Ancillary Offering, the following shall apply:

      1. the Provider is solely responsible for all Ancillary Offerings, and shall:

         1. comply with all applicable laws and regulations (including consumer protection, product safety and any sector-specific requirements) and hold all necessary licences and authorisations;

         2. ensure that all descriptions, pricing and other information relating to Ancillary Offerings are accurate, complete and not misleading;

         3. promptly handle all User complaints relating to Ancillary Offerings and notify Pebble of any material complaint or dispute; and

         4. ensure that its insurance maintained under clause 2 extends to cover all liabilities arising from Ancillary Offerings, and provide evidence of such cover to Pebble on request;

      2. Pebble does not endorse, warrant or guarantee any Ancillary Offering, is not a party to any contract between the Provider and a User in respect of an Ancillary Offering, and shall have no liability to any User or third party in connection with any Ancillary Offering; and

      3. Pebble may remove, suspend or restrict any Ancillary Offering from the Pebble Platform at any time if Pebble reasonably believes that the Ancillary Offering breaches any applicable law, has given rise to reputational harm to Pebble, or the Provider has failed to comply with this Agreement.

   7. Pebble may vary the nature or scope of the Pebble Services at any time on at least thirty (30) days' written notice to the Provider. 

4. INTELLECTUAL PROPERTY

   1. For 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. From the Start Date until the end of the Term, Pebble hereby grants to the Provider a personal non-exclusive, non-sublicensable, non-transferable, royalty free worldwide licence to use the Pebble Platform to the extent necessary for the Provider to perform its obligations and enjoy its rights under this Pebble Service Agreement. 

   3. Save as set out in this Pebble Service Agreement, Pebble reserves all of its right, title and interest in the Pebble IPR, and Pebble does not grant the Provider any intellectual property rights in respect of the Pebble IPR, the Pebble Services, any intellectual property rights created pursuant to this Pebble Service Agreement 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 IPR; 

      2. decompile any prototypes or software or other tangible objects in the Pebble Platform nor use any similar means to discover its underlying composition, structure, source code or trade secrets; or

      3. conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to the Pebble Platform for any purpose (including the development, training, fine-tuning or validation of AI systems or models). 

   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; and

      2. the Provider’s use of the Pebble IPR,

and the limits and exclusions of liability in clause 9 will not apply to this indemnity.

5. PAYMENT

   1. Pebble will invoice the Provider: 

      1. on or shortly after the Effective Date, for the first payment of Subscription Fees; and

      2. no later than two (2) weeks prior to the relevant payment due date, in respect of each subsequent payment of Subscription Fees.

   2. The Subscription Fees and Commission Fees shall be collected and paid in accordance with the relevant Confirmation Order Form.  

   3. All amounts payable under this Pebble Service Agreement are exclusive of VAT.  

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

   5. Pebble may vary the Commission Fees or Subscription Fees on at least thirty (30) days’ written notice to the Provider, following which the Provider may terminate this Pebble Service Agreement by exercising its termination rights set out in clause 8.   

   6. If the Provider fails to make any payment of Fees to Pebble within thirty (30) days of the due date of payment under the relevant invoice, Pebble may: 

      1. suspend or terminate the Pebble Service Agreement with immediate effect; and

      2. withhold any payments of Booking Fees due to the Provider pursuant to this Pebble Service Agreement, and collected by Pebble from Users via the Pebble Platform from fifteen (15) days following the relevant due date of payment under this Pebble Service Agreement until full payment of the relevant Fees. 

   7. The Provider shall ensure that the Stripe Balance meets or exceeds any minimum balance requirements notified (in writing or via the Pebble Platform) by Pebble to the Provider from time to time.

   8. If at any time the Stripe Balance falls below zero, the Provider shall, within three (3) days of receiving a written request from Pebble, pay to Pebble such amount as is required to return the Stripe Balance to at least zero (without prejudice to any other amounts that may be due to Pebble).

   9. Any failure by the Provider to make a payment under clause 5.8 within the required three (3) day period shall be treated as a failure to make payment of Fees under this Pebble Service Agreement, and the consequences set out in clause 5.6 (including suspension, termination, and the withholding of Booking Fees) shall apply.

   10. Pebble shall collect the Booking Fees from Users via the Pebble Platform and shortly after the end of each Contract Month, pay in arrears the Booking Fees (minus the Commission Fees) to the Provider for the relevant Contract Month, subject to:

       1. any Booking Fees which fall below minimum thresholds, as notified to the Provider by Pebble from time to time, being held to the Provider’s account; 

       2. (in relation to each Booking Fee) five (5) business days elapsing from the intended commencement time of the provision of the Activity, during which time the relevant User has not requested a refund;

       3. Pebble (acting reasonably) deducting any payment processing fees from the Booking Fees from time to time (including any fees charged by Pebble’s payment processing service provider in order to process User payment disputes); and

       4. Pebble deducting any Booking Fees which have been successfully disputed by a User from time to time (“Refunded Booking Fees”). 

   11. If Pebble is not able to deduct Refunded Booking Fees or any of the payment processing fees described in clause 5.10.3, Pebble will invoice the Provider in respect of such Refunded Booking Fees. If the Provider fails to pay the Refunded Booking Fees within thirty (30) days of the invoice due date, the consequences for failure to make prompt payment set out in the Pebble Service Agreement shall apply.

6. DATA PROTECTION 

Where Pebble Processes Personal Data, the terms of the Pebble DPA shall apply.

7. CONFIDENTIALITY 

   1. Each Party will only use confidential information shared pursuant to this Pebble Service Agreement to enjoy its rights and comply with its obligations under this Pebble Service Agreement.  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 7 will continue until the information enters the public domain except through the fault of the receiving Party.

8. TERM AND TERMINATION

   1. Where an Initial Term and Renewal Term are included within the relevant Confirmation Order Form, the Pebble Service Agreement will start on the Effective Date and continue for the Initial Term, following which the Pebble Service Agreement shall automatically renew for consecutive Renewal Terms, until: 

      1. either Party terminates this Pebble Service Agreement on at least thirty (30) days’ written notice to the other Party, and the Pebble Service Agreement shall terminate at the end of the then current Initial Term or Renewal Term (as applicable); or 

      2. Pebble terminates this Pebble Service Agreement otherwise in accordance with this clause 8. 

   2. Where an Initial Term is stated within the relevant Confirmation Order Form, but a Renewal Term is not stated, the Pebble Service Agreement will start on the Effective Date and continue for the full duration of the Initial Term, and: 

      1. either Party can terminate this Pebble Service Agreement on at least thirty (30) days’ written notice to the other Party, and such notice shall not expire earlier than the end of the Initial Term; or 

      2. Pebble can terminate this Pebble Service Agreement otherwise in accordance with this clause 8. 

   3. Where an Initial Term and Renewal Term are not included within the relevant Confirmation Order Form, the Pebble Service Agreement will start on the Effective Date and continue until either Party terminates this Pebble Service Agreement: 

      1. either Party terminates this Pebble Service Agreement on at least thirty (30) days’ written notice to the other Party; or 

      2. Pebble terminates this Pebble Service Agreement otherwise in accordance with this clause 8.

   4. Pebble may suspend this Pebble Service Agreement:

      1. immediately on written notice to the Provider if the Provider fails to comply with its obligations under this Pebble Service Agreement; or

      2. on at least thirty (30) days’ written notice to the Provider.

   5. Pebble may immediately suspend or terminate this Pebble Service Agreement where:

      1. (if applicable) the Provider is at any time during the Term rated either “Satisfactory” or “Inadequate” by the Office for Standards in Education, Children’s Services and Skills (or “Ofsted”); 

      2. the Provider does not provide Activities in accordance with Good Industry Practice; or

      3. Pebble reasonably believes that the Provider has deliberately circumvented its payment obligations under the Pebble Platform or this Pebble Service Agreement (including without limitation where the Provider is providing Activities to a User outside of the Pebble Platform, having been introduced to that User via the Pebble Platform), 

provided that Pebble notifies the Provider in advance of suspending or terminating, and explains the reason(s) for suspending or terminating.

6. Upon expiry or termination of this Pebble Service Agreement:

   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. all rights and licences in and to the Pebble Platform and the Pebble Services shall automatically cease and the Provider shall immediately stop using the Pebble Services; 

   3. any benefits or incentives provided by Pebble to the Provider, in relation to the Pebble Platform, will no longer be valid;

   4. the Provider shall provide a written certificate to the Pebble to confirm that it has complied with the obligations under this clause 8; and

   5. clauses 1, 4, 4.1, 6, 8.5, 9 and 10 shall continue in full force and effect.

9. WARRANTIES AND LIABILITY

   1. Each Party represents, warrants and undertakes that it has: (i) the requisite rights, consents, power and authority to enter into this Pebble Service Agreement 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 this Pebble Service Agreement.

   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 the Pebble Service Agreement, any use by the Provider of the Pebble IPR, the Pebble Services or the Pebble Platform, and any representation, statement or tortious act or omission (including negligence) arising in connection with the Pebble Service Agreement.

   3. Nothing in this Pebble Service Agreement 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 the Pebble Service Agreement, will be limited to the total amount of Fees paid or payable to Pebble under this Pebble Service Agreement.  

   6. The Provider represents and warrants that it will:

      1. only list Activities which comply with all applicable laws, and do not infringe third party trade marks or other intellectual property rights; 

      2. include in the relevant Activity listings, or where appropriate the Provider’s profile on the Pebble Platform, all the information about the Provider and Activities which is needed to comply with applicable laws;

      3. always use the Pebble Platform to communicate with Users who have booked Activities with the Provider through the Pebble Platform, or enquired about its Activities products through the Pebble Platform; and

      4. not in any way ask, encourage or allow Users to purchase Activities (or repeat orders for those or similar services) either directly from the Provider, or from another source, or contact the Provider other than through the Pebble Platform.

   7. Except as expressly provided in this Pebble Service Agreement, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

   8. The Pebble IPR, the Pebble 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 Services and the Pebble IPR rely on third parties beyond Pebble’s control. Pebble specifically disclaims any warranty:

      1. that the use of the Pebble 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.

10. GENERAL

    1. This Pebble Service Agreement shall be binding upon and inure for the benefit of the successors in title of the Parties hereto.

    2. Any termination of this Pebble Service Agreement 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.

    3. This Pebble Service Agreement 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.

    4. Nothing in this Pebble Service Agreement shall be deemed to constitute a partnership or agency relationship between the Parties.

    5. If any part of this Pebble Service Agreement 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.

    6. No forbearance, delay or indulgence by either Party in enforcing the provisions of this Pebble Service Agreement shall prejudice or restrict the rights of that Party nor shall any waiver of rights operate as a waiver of any subsequent breach of this Pebble Service Agreement.

    7. This Pebble Service Agreement 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.

    8. A person who is not a Party to this Pebble Service Agreement shall not have any rights under or in connection with it other than to the extent permitted by law.

    9. The Provider may not without the prior written consent of Pebble transfer, assign or novate its rights or obligations under this Pebble Service Agreement.

    10. All notices to be given under this Pebble Service Agreement must be in English, in writing and sent to the other Party at the address stated at the head of this Pebble Service Agreement (or using such other contact details as either Party has notified to the other).