Contractual Terms & Conditions
A Legal Disclaimer:
Last updated 01.01.25
Welcome to SPYRO. These Terms and Conditions include the Terms under which SPYRO Members will as SPYRO Members use the SPYRO platform. These Terms will be included within the full SPYRO Terms and Conditions on the SPYRO platform.
Membership & Payment
1. Membership Fee: As per chosen membership level.
2. Membership Term: As per chosen membership level.
3. Payment: As per invoice payment terms.
Rights & Territory
4. Rights: SPYRO has the non-exclusive rights to promote Supplier Materials (software, books, videos etc) to Resellers (any entity, organisation, company or individual purchasing SPYRO member products and services supplying these products and services to other entities, organisations, companies or individuals, including parents, schools and other educational establishments; governments, non-government entities, charities and commercial organisations) globally. Non-exclusive rights to identify sales with Governments, NGOs and Corporates (Government and Corporate Sales) and to pursue under agreed terms.
5. Territory: Global. The Supplier may exclude sales of the Supplier Material to any Territories at any time.
Sales Agreements
6. SPYRO Sales Agreements: SPYRO shall be due a sales commission from SPYRO Members for any sales made to a Reseller or Government and Corporate Sales introduced through SPYRO, either through the SPYRO site (Online) or by an offline SPYRO introduction (to include though not limited to introduction through a SPYRO event or attendance with SPYRO at a trade show).
Commissions
7. SPYRO Sales Commissions: 20% (twenty percent) net on sales on and off the SPYRO platform. 15% (fifteen percent) for agreements above £1m (one million British pounds sterling). Net sales are calculated as a percentage of the minimum sales price required by the Supplier for their Materials, excluding Reseller markup or commission.
8. SPYRO Online Sales Agreements Commissions Term: SPYRO shall be due the net sales commission for all sales agreed through the SPYRO site. In the event of a sales agreement with a Reseller or Government and Corporate, where the term of such agreement is longer than the Term of the Supplier SPYRO Membership and the remainder of sales are made offline, SPYRO shall have the right to facilitate such an agreement and shall be due net sales commission for up to two years of the agreement after the Membership has expired.
9. SPYRO Offline Sales Agreements Introductions Commissions Term: For any sales agreement with a Reseller or Government and Corporate Sales introduced through SPYRO by an Offline SPYRO introduction (such as though not limited to introduction through a SPYRO event or attendance with SPYRO at a trade show), SPYRO shall be due the net sales commission for each sales agreement as outlined in Clause 8 above if the sales agreement is thereafter administered through the SPYRO platform. Where the sales agreement is administered offline between the Supplier and Reseller or Government and Corporate, SPYRO shall be due sales commission for the first two years of each agreement.
10. Deal Commission Payments: SPYRO sales commissions shall only be due once the payment is received by the Supplier. SPYRO will be paid within 30 days after receipt of an invoice by the Supplier from SPYRO.
Termination
11. SPYRO Termination: The Supplier may terminate SPYRO Membership with 30 days written notice at any time. Termination of Membership shall not cancel any indebtedness of the Supplier to SPYRO and the Supplier shall continue to account to and pay monies due to SPYRO for Membership or sales Fees in accordance with the appropriate provisions of these Terms and Conditions until such time as all monies due have been paid. Termination or expiry of SPYRO Membership shall not affect any accrued rights and liabilities of either party at any time up to the date of termination nor shall it operate to affect any provisions that expressly or by implication survive termination. On expiry or termination of SPYRO Membership, where the term of any sales agreement is longer than the Membership Term, SPYRO shall have the right to continue to receive Fees arising from such agreement notwithstanding the expiry or termination of the SPYRO Membership. The SPYRO Membership Terms shall apply until expiry or termination of that agreement.
Trademarks
12. Trademarks: Supplier grants SPYRO a worldwide, non-exclusive, royalty-free, sub-licensable licence to use your logos, trademarks, brand names, company names and any other materials (the “Supplier Intellectual Property”) provided to us for as long as Supplier has: (i) an agreement for SPYRO to publish Supplier content online; or (ii) if the Supplier retains an online account in any report, publicity, marketing materials, apps or websites produced by SPYRO.
Business Relationship
13. Business Relationship: SPYRO acts as an Agent by providing a platform through which the Supplier can contract with Resellers and Government to license Supplier Materials. SPYRO are not a party to contract between Supplier and Reseller and Government and are not liable for any loss of business and reputation as a result of actions by a third party.
Warranties
14. Supplier Copyright Warranties: The Supplier warrants and undertakes that: the Material does not infringe the copyright or any other right of a third party, including but not limited to, any rights of a third party under a previous license, or contract, any breaches of confidentiality, or moral rights, or database rights or trade mark infringement; and the Material contains to the best of its knowledge and belief nothing defamatory or libelous and contain no obscene, blasphemous or otherwise unlawful material; and the Supplier has the full right and title to the Intellectual Property in the Material and has the right to permit SPYRO to act as its Agent in respect of the licensing of the Material.
Indemnity
15. Supplier Indemnity: The Supplier shall indemnify, defend and hold harmless SPYRO from and against any claim or action that SPYRO’s use of any of the Supplier’s Intellectual Property in accordance with these Terms and Conditions infringes any third party intellectual property right and the Supplier shall be responsible for any losses, damages, costs (including all legal fees) and expenses incurred by or awarded against SPYRO as a result of or in connection with any such claim or action.
Non-Circumvention and Termination
16. Non-Circumvention and Termination: The Supplier warrants that it will not attempt to circumvent SPYRO by contracting with Resellers or Governments or schools or institutions working with the Resellers or Governments outside of the SPYRO platform. Circumvention may lead to suspension of Supplier Membership. After Termination or expiry of the Supplier SPYRO Membership, SPYRO shall continue to be due net sales commission for any sales made by Resellers or to Governments met through SPYRO during the Membership Term for up to 12 (twelve) months after Termination or expiry. Sales commissions due to SPYRO for these sales shall be under the same Terms as the Membership Terms and Conditions above.
Direct Dealings
17. Direct Dealings: If the Supplier wishes to deal exclusively/off SPYRO platform directly with a Reseller or Government this is only permitted by prior agreement with SPYRO and the net sales shall be due to the same commission itemised above in these Terms and Conditions.
Applicable Law and Jurisdiction
18. Applicable Law and Jurisdiction: All SPYRO Terms and Conditions of business shall be governed by and interpreted according to the laws of England and Wales and shall be subject to the exclusive jurisdiction of the English courts.
Terms and Conditions Updates:
19. Terms and Conditions Updates: SPYRO Terms and Conditions will be updated from time to time (mainly for compliance items including though not limited to anti-bribery, anti-slavery, GDPR etc) though the commercial terms outlined above will not vary. All SPYRO users will be given notice of any changes to Terms and Conditions prior to any updates.
Contact Us
If you have any questions about these Terms of Use, contact us at:
SPYRO: 148 Portland Crescent, Leeds, West Yorkshire, LS1 3HB
Email: info@spyroglobal.com