Sorple Terms & Conditions

These Terms & Conditions (the Terms) govern access to and use of the Sorple platform, website and related services made available at www.sorple.com (the Service).

By accessing or using the Service on behalf of a business, organisation or other legal entity, the user agrees to these Terms on that entity’s behalf and confirms that they have authority to bind that entity. If the user does not have that authority, or does not agree to these Terms, the Service must not be used.

1. Who provides the Service

The Service is provided by Sorple Limited, a company incorporated in England and Wales with company number 17389409 and registered office at Longhouse, Freefolk, Whitchurch, RG28 7NW, United Kingdom (Sorple).

Contact: [email protected]

2. Business customers only

The Service is made available for business use only. It is not intended for consumers or personal, household or domestic use. Any person accepting these Terms confirms that they are acting for purposes wholly or mainly related to a trade, business, craft or profession.

3. About the Service

Sorple provides a software-as-a-service research and search platform designed to help business users generate, refine and work with prompts, briefs and related research outputs.

The Service may use artificial intelligence, automated reasoning, third-party models, external data sources and other computational methods to generate or assist with outputs. Those outputs may be incomplete, inaccurate, out of date, biased, misleading, unsuitable for a particular purpose, or unavailable in some cases. The Service is intended to assist business decision-making, not replace human judgment, editorial review, legal review, compliance review or professional advice.

Sorple may update, improve, change, suspend or discontinue any part of the Service at any time. Sorple may also add or remove features, impose or revise usage limits, or change the way features operate.

4. Account registration and access

To use some or all of the Service, a customer may need to create an account or invite authorised users under its account.

The customer must ensure that all registration information is accurate, complete and kept up to date. The customer is responsible for:

• keeping login credentials confidential;
• all activity carried out through its account;
• ensuring only authorised personnel access the Service; and
• promptly notifying Sorple at [email protected] of any actual or suspected unauthorised access or security incident affecting the account.

Sorple may suspend or restrict access where it reasonably believes there has been unauthorised access, misuse, a security risk, or breach of these Terms.

5. Free trials

Sorple may offer a free trial, pilot, beta access or other promotional access period. Unless expressly stated otherwise in writing:

• a free trial is provided on an "as is" and "as available" basis;
• Sorple may modify, withdraw or end a free trial at any time;
• features, functionality, usage allowances and support levels during a free trial may differ from paid plans; and
• data or outputs created during a free trial may become inaccessible if the account does not move to a paid plan.

Where Sorple later introduces paid plans, trial conversion, billing start dates, pricing, renewal terms and cancellation mechanics will be presented during the order or checkout flow or in an applicable order form.

6. Paid subscriptions

Paid subscriptions, access to paid functionality will be subject to:

• these Terms;
• any online pricing page, checkout terms or plan description presented at the point of order; and/or
• any order form, proposal or other written commercial document agreed between Sorple and the customer.

If there is any conflict between these Terms and a signed order form or other written commercial agreement, the signed commercial agreement will prevail to the extent of the conflict.

Unless otherwise stated in the applicable order flow or commercial agreement:

• fees will be stated exclusive of VAT and any similar sales taxes;
• subscriptions will renew automatically for successive periods equal to the initial subscription term;
• fees are payable in advance and are non-refundable; and
• downgrades, cancellations and non-renewal requests will take effect at the end of the current paid term.

Sorple may change pricing for future subscription periods by giving reasonable prior notice.

7. Customer inputs and prompts

The customer may submit prompts, briefs, instructions, questions, search parameters and similar materials to the Service (Inputs).

The customer is responsible for all Inputs submitted through its account and warrants that it has all rights, permissions and lawful grounds necessary to submit and use those Inputs in connection with the Service.

The customer must not submit Inputs that:

• are unlawful, defamatory, fraudulent, misleading or infringing;
• contain malicious code, harmful scripts or material intended to disrupt the Service;
• contain special category personal data, confidential personal information, passwords, payment card data, medical information, or any other sensitive information unless Sorple has expressly agreed in writing that such data may be processed through the Service;
• infringe any intellectual property, privacy, confidentiality or other rights of any person; or
• would cause Sorple or any third-party provider to breach applicable law, regulation or contractual obligation.

Sorple does not need ownership of the customer’s Inputs. The customer grants Sorple a non-exclusive, worldwide, royalty-free licence for the term of these Terms to host, copy, process, transmit, display and otherwise use the Inputs only as necessary to provide, secure, maintain, support and improve the Service, and to comply with law.

8. Outputs and customer responsibility

Subject to payment of applicable fees for paid plans and compliance with these Terms, Sorple grants the customer a non-exclusive right during the term to use outputs generated by the Service for its internal business purposes.

Unless a different position is stated in an applicable order form or product workflow, Sorple does not claim ownership of the customer-specific outputs generated in response to the customer’s Inputs. However:

• outputs may incorporate, reflect or be influenced by third-party materials, public information or patterns derived from model behaviour;
• outputs are generated automatically and may not be unique; and
• the customer is solely responsible for reviewing, checking and deciding whether and how to use any output.

The customer must not rely on the Service or any output as legal advice, regulatory advice, investment advice, medical advice or any other professional advice. Before acting on any output, the customer must apply appropriate human review and, where relevant, obtain specialist advice.

9. Acceptable use

The customer must not, and must not permit any authorised user or third party to:

• use the Service in breach of any applicable law or regulation;
• use the Service to create, store, submit or distribute unlawful, harmful, abusive, discriminatory, defamatory, obscene or deceptive material;
• use the Service to infringe any intellectual property, database, privacy, confidentiality or publicity right;
• use the Service to generate spam, phishing content, malware, disinformation, impersonation content or other harmful material;
• upload or submit sensitive data or protected data categories where the Service is not intended for that purpose;
• reverse engineer, decompile, disassemble, copy, modify or create derivative works from the Service except to the extent such restriction cannot lawfully be excluded;
• scrape, harvest, crawl or systematically extract data, prompts, outputs or metadata from the Service other than through permitted features;
• access the Service to build, benchmark or train a competing product or model, or to create a substantially similar service;
• interfere with or disrupt the integrity, security or performance of the Service;
• circumvent authentication, usage limits or security controls; or
• use the Service in a way that could damage Sorple’s reputation, systems, commercial interests or relationships with suppliers.

Sorple may investigate suspected misuse and may suspend or terminate access immediately where it reasonably believes this section has been breached.

10. Intellectual property rights

Sorple and its licensors retain all intellectual property rights in and to the Service, including all software, models, workflows, user interfaces, know-how, documentation, branding and underlying technology, together with all improvements, modifications and derivative works relating to them.

Except for the limited rights expressly granted under these Terms, no rights are granted to the customer by implication, estoppel or otherwise.

If the customer provides suggestions, ideas, feedback or recommendations relating to the Service, Sorple may use them without restriction or obligation.

11. Data protection and privacy

Sorple’s processing of personal data is described in its Privacy Policy, as updated from time to time.

The customer must ensure that it has any necessary notices, consents and other lawful bases for any personal data it chooses to submit through the Service. Unless otherwise agreed in writing, the customer should not submit personal data beyond ordinary business contact details included incidentally in a prompt or brief.

Where the parties need a separate data processing agreement, they will enter into one on request if required by applicable data protection law and where appropriate for the nature of the processing.

12. Third-party services and dependencies

The Service may rely on third-party hosting, AI models, APIs, software, search providers, payment processors and other infrastructure.

Sorple is not responsible for third-party services that it does not control, including their availability, security, performance, legality or accuracy. The availability of certain Service features may depend on those third-party services remaining available on acceptable terms.

13. Service availability and support

Sorple will use reasonable care and skill in providing the Service, but does not guarantee that the Service will be uninterrupted, error-free, secure, or available at all times.

Maintenance, repairs, upgrades, emergencies, supplier issues, internet failures or events outside Sorple’s reasonable control may result in interruptions, delays, degraded performance or loss of functionality.

Any support, service levels, uptime commitments, response times or onboarding services will apply only if expressly stated in a plan description, support policy or written commercial agreement.

14. Warranties and disclaimers

To the maximum extent permitted by law, the Service is provided on an "as is" and "as available" basis.

Sorple excludes all implied conditions, warranties, representations and other terms that may apply to the Service, including any implied terms as to satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, accuracy, quiet enjoyment or that outputs will meet the customer’s requirements, except to the extent such exclusion is not permitted under applicable law.

Sorple does not warrant that:

• the Service or any output will be accurate, complete or suitable for any purpose;
• the Service will be free from bugs, errors or vulnerabilities;
• any output will be unique or non-infringing; or
• use of the Service will achieve any commercial, editorial, research or operational outcome.

15. Suspension

Sorple may suspend, restrict or disable access to all or part of the Service immediately if it reasonably considers that:

• the customer has breached these Terms;
• the customer’s use poses a security, legal or reputational risk;
• suspension is required to prevent harm to Sorple, the customer, other users or third parties;
• payment is overdue on paid subscriptions; or
• suspension is required by law, a regulator, a court order, or a third-party supplier.

Where reasonably practicable, Sorple will give notice of suspension and an opportunity to remedy the issue, but it is not required to do so in urgent cases.

16. Term and termination

These Terms begin when the customer first accesses or uses the Service and continue until terminated.

The customer may stop using the Service at any time. Where the customer has a paid subscription, cancellation and non-renewal rules for the relevant plan or order will apply.

Sorple may terminate these Terms or the customer’s access to the Service immediately by notice if:

• the customer materially breaches these Terms and, where the breach is capable of remedy, fails to remedy it within 14 days of notice;
• the customer becomes insolvent, enters administration or liquidation, ceases trading, or is unable to pay its debts as they fall due; or

Sorple stops offering the Service.

On termination or expiry:

• the customer’s right to access and use the Service ends immediately;
• any accrued rights, remedies, payment obligations and liabilities are unaffected; and

Sorple may delete account data, Inputs and outputs in accordance with its retention practices, unless retention is required by law or agreed otherwise in writing.

17. Confidentiality

Each party may receive confidential information of the other party in connection with the Service.

Each party must keep the other party’s confidential information confidential and must not use it except as necessary to perform or exercise its rights under these Terms. This obligation does not apply to information that:

• is or becomes public other than through breach of these Terms;
• was lawfully known to the receiving party without restriction before disclosure;
• is lawfully received from a third party without restriction; or
• is independently developed without access to the disclosing party’s confidential information.

A party may disclose confidential information where required by law, regulation or court order, provided that, where legally permitted, it gives prompt notice to the other party.

18. Liability

Nothing in these Terms limits or excludes liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; or
• any other liability that cannot lawfully be limited or excluded.

Subject to the paragraph above, Sorple will not be liable to the customer, whether in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty or otherwise, for any:

• loss of profit;
• loss of revenue;
• loss of business or opportunity;
• loss of anticipated savings;
• loss of goodwill or reputation;
• loss, corruption or inaccuracy of data;
• wasted management time; or
• indirect, consequential or special loss,
• arising out of or in connection with these Terms or the Service, even if foreseeable.

Subject to the first paragraph of this section, Sorple’s total aggregate liability arising out of or in connection with these Terms and the Service will not exceed:

• where the claim arises during a free trial or before any fees have been paid, £100; or
• where the claim arises during a paid subscription term, the total fees paid by the customer to Sorple for the Service in the 12 months preceding the event giving rise to the claim.

The customer acknowledges that these liability limits are reasonable given the nature of the Service, the availability of human review, the customer’s control over Inputs and use of outputs, and the possibility of obtaining insurance for certain losses.

19. Customer indemnity

The customer will indemnify and keep indemnified Sorple, its officers, employees and contractors against losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with any third-party claim that results from:

• the customer’s Inputs;
• the customer’s use of the Service or outputs in breach of these Terms;
• infringement of third-party rights by materials submitted by the customer; or
• unlawful, misleading or unauthorised use of outputs by the customer.

20. Changes to these Terms

Sorple may amend these Terms from time to time. Updated Terms will be posted on the website or otherwise made available through the Service.

If a change materially affects the customer’s rights or obligations, Sorple will take reasonable steps to give notice. Continued use of the Service after the effective date of the updated Terms constitutes acceptance of the revised Terms.

21. General

Entire agreement

These Terms, together with any applicable order form, pricing page terms, support policy, Privacy Policy and any other documents expressly incorporated by reference, form the entire agreement between the parties relating to the Service and supersede previous discussions, proposals and understandings relating to that subject matter.

Assignment

The customer may not assign, transfer, charge, subcontract or otherwise deal with any of its rights or obligations under these Terms without Sorple’s prior written consent.

Sorple may assign, transfer or subcontract its rights or obligations under these Terms, provided that doing so does not materially reduce the protections available to the customer under these Terms.

No partnership or agency

Nothing in these Terms creates any partnership, joint venture, agency, employment or fiduciary relationship between the parties.

Third-party rights

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

Waiver

No failure or delay by either party to exercise any right or remedy under these Terms will operate as a waiver of that right or remedy.

Severance

If any provision of these Terms is held to be invalid, unlawful or unenforceable, that provision will be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will remain in full force and effect.

22. Governing law and jurisdiction

These Terms and any dispute or claim arising out of or in connection with them, their subject matter or formation (including non-contractual disputes or claims) are governed by the laws of England and Wales.

The courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or the Service.