Terms and Conditions

Last updated: 25th March 2026

1. Introduction

These Terms and Conditions ("Terms") govern your access to and use of the website, products, and services (collectively, the "Services") provided by Spinal Technologies Limited ("Spinal", "we", "us", or "our"), a company registered in [ENGLAND AND WALES] under company number 16429362, with its registered office at Workspace Metal Box Factory 30 Great Guildford Street, Unit 439, London, England, SE1 0HS.

By accessing our website or using our Services, you agree to be bound by these Terms. If you do not agree, you must not use the Services. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

2. The Services

Spinal provides a software platform that helps businesses get their invoices paid. Our Services connect to systems you authorise — including email, bank feeds, billing providers, and accounting or ERP systems — to identify why invoices are unpaid, recommend or take resolving actions, send reminders and related communications, and reconcile incoming payments against invoices.

The specific features available to you, together with any usage limits, pricing, and subscription plan, or separate written agreement (the "Order"). Where an Order conflicts with these Terms, the Order prevails.

3. Accounts and access

You must provide accurate and complete information when creating an account and keep it up to date. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us promptly of any unauthorised use.
You are responsible for ensuring that anyone you permit to access the Services through your account complies with these Terms.

4. Third-party integrations and authorisations

The Services rely on integrations with third-party systems that you connect and authorise (for example, email providers, bank-data providers such as Plaid, billing platforms, and accounting or ERP systems). By connecting an integration, you authorise Spinal to access, read, and where you have enabled it — write to that system on your behalf for the purpose of providing the Services.

You are responsible for complying with the terms of any third-party provider.
  - the access it requires;
  - the accuracy of the data held in those connected systems; and
  - complying with the terms of any third-party provider.

We are not responsible for the availability, accuracy, or actions of third-party systems, and your use of them may be subject to their own terms.

5. Actions taken on your behalf

Where you enable features that allow Spinal to take actions — such as sending communications to your customers, proposing corrected invoices, or recording payments — you acknowledge that you remain responsible for those actions and their consequences. You are responsible for configuring the Services appropriately and for any settings, templates, or approvals you provide. You should review the Services' output where you require human oversight.

6. Acceptable use

You agree

- not to use the Services to build a competing product.
- use the Services to send unlawful, harassing, deceptive, or unsolicited communications;
- attempt to gain unauthorised access to, interfere with, or disrupt the services or related systems;
- reverse engineer, copy, or create derivative works from the Services except as permitted by law;

7. Customer data and privacy

"Customer Data" means data you or your authorised integrations provide to, or make available through, the Services. As between the parties, you retain all rights in Customer Data. You grant us a non-exclusive licence to process Customer Data solely to provide and improve the Services and as otherwise permitted in these Terms.

Our handling of personal data is described in our [Privacy Policy], which forms part of these Terms. Where we process personal data on your behalf, the parties will comply with applicable data protection law, including the UK GDPR, and a Data Processing Agreement will apply.

8. Fees and payment

You agree to pay the fees set out in your Order. Unless stated otherwise, fees are exclusive of VAT and other applicable taxes, which you are responsible for paying. Fees are non-refundable except as required by law or expressly stated in your Order. We may suspend the Services if undisputed fees are overdue, after giving you reasonable notice.

9. Intellectual property

The Services, including all software, content, and trademarks, are owned by Spinal or its licensors and are protected by intellectual property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable right to access and use the Services during your subscription term. We retain all rights not expressly granted.

10. Confidentiality

Each party may receive confidential information from the other. The receiving party will use it only to perform under these Terms and will protect it with reasonable care. This does not apply to information that is public, independently developed, or required to be disclosed by law.

11. Service availability

We aim to keep the Services available but do not guarantee uninterrupted access. We may modify, suspend, or discontinue parts of the Services, and may perform maintenance, from time to time. Any committed service levels will be set out in your Order.

12. Disclaimers

The Services are provided "as is" and "as available". To the fullest extent permitted by law, we disclaim all warranties, whether express or implied, including fitness for a particular purpose and non-infringement. Spinal does not substitute for professional judgement. You are responsible for decisions you make using the Services.
 

13. Limitation of liability

Nothing in these Terms limits liability that cannot be limited by law (including for death or personal injury caused by negligence, or for fraud).

Subject to the above, and to the fullest extent permitted by law:


 - neither party is liable for any indirect, incidental, special, or consequential loss, or for loss of profits, revenue, data, or goodwill; and
 - each party's total aggregate liability arising out of or in connection with these Terms will not exceed the total fees paid or payable by you to Spinal in the [TWELVE (12) MONTHS] preceding the event giving rise to the claim.

14. Indemnity

You agree to indemnify Spinal against claims, losses, and reasonable costs arising from your breach of these Terms, your misuse of the Services, or your violation of any law or third-party right.

15. Term and termination

These Terms apply for as long as you use the Services or as set out in your Order. Either party may terminate for material breach that remains uncured for [30] days after written notice. On termination, your right to use the Services ends and you must stop using them. We will make Customer Data available for export for a reasonable period as described in your Order, after which we may delete it in accordance with our retention practices.

16. Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice (for example, by email or via the Services). Your continued use of the Services after the changes take effect constitutes acceptance.

17. Governing law and jurisdiction

These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with these Terms, except that either party may seek injunctive relief in any competent court.

18. General

These Terms, together with any Order and the Privacy Policy, constitute the entire agreement between the parties. If any provision is found unenforceable, the remainder will continue in effect. A failure to enforce a right is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.

19. Contact

Questions about these Terms can be sent to: Spinal Technologies Limited legal@withspinal.com Workspace Metal Box Factory 30 Great Guildford Street, Unit 439, London, England, SE1 0HS
 
Spinal Technologies Limited
legal@withspinal.com
Workspace Metal Box Factory 30 Great Guildford Street, Unit 439, London, England, SE1 0HS