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Little RidgeConnect

Terms and conditions

These terms cover Little Ridge Connect, our managed email and SMS service and partner platform. They're between you and Little Ridge Services Limited, and they replace any earlier agreement between us about Connect.

We've written them in plain English. Where something matters, we've kept the detail in, so it's clear for both of us.

1. Words we use

In these terms:

Headings are just there to help you find your way. "Including" means "including but not limited to". "Writing" includes email. A law means that law as amended or replaced.

2. How the contract starts

  1. Your Order is an offer to buy Connect on these terms. The contract starts when we confirm your Order in writing, or when we first set up your account, whichever comes first.
  2. The contract is your Order plus these terms. Neither of us is relying on anything said or promised that isn't written in them.
  3. These terms apply instead of any other terms you might try to use, and instead of anything implied by trade, custom or past dealings.
  4. A quote from us isn't an offer. It's valid for 30 days from the date we send it.

3. The service

  1. As long as you pay the Charges, we give you, your Users and (if you're a Partner) Your Clients a non-exclusive, non-transferable right to use Connect and its help guides while the contract runs. You can't licence that right on to anyone else, except as clause 7.4 allows.
  2. Your right to use the Platform's software is revocable, non-exclusive and non-transferable, and lasts only while the contract runs.
  3. We'll provide Connect and the help guides to you and your Users on these terms.
  4. We'll make reasonable efforts to keep Connect available 24 hours a day, 7 days a week, except for:
    1. planned maintenance between 4am and 8am UK time; and
    2. unplanned maintenance outside Business Hours, where we'll try to give you at least 6 Business Hours' notice.
  5. Support is included at no extra cost during Business Hours, by email at help@littleridgeconnect.com or by phone. You can see live service status at status.littleridgeconnect.com.
  6. We may change how support works or which third-party features are part of Connect. If it's a material change, we'll tell you at least 14 days before a change to support and 30 days before a change to third-party features.
  7. Your first one's free. If we build you a free first sequence, email or landing page before you buy, there's no obligation to go ahead. Nothing gets sent to anyone until you've agreed an Order and we've checked your list. On a one-off Order, the build is part of the price, but we'll still show it to you before anything is sent.

4. Your data and data protection

  1. Your Data belongs to you (or, if you're a Partner, to you or Your Clients, depending on the situation). Whoever owns it is solely responsible for it being legal, reliable, accurate and of good quality. We never supply, buy, rent or sell data.
  2. Where Your Data includes Personal Data, the rest of this clause applies.
  3. We both agree that:
    1. the details of the processing are set out in the Appendix;
    2. you're the Controller of the Personal Data, or a Processor acting for the Controller; and
    3. we're a Processor (or, where you're a Processor, a sub-processor) acting for you.
  4. We'll both comply with Data Protection Law. This clause adds to that duty rather than replacing it.
  5. You'll:
    1. make sure you have every consent, notice and lawful basis needed for us to process the Personal Data for the length and purposes of the contract. For marketing emails and texts, that includes meeting PECR;
    2. make sure any Personal Data you give us was lawfully obtained and can lawfully be shared with us. If you're a Processor, you confirm the Controller has authorised you to appoint us;
    3. not cause us or our providers to break Data Protection Law;
    4. only give us lawful instructions about the Personal Data;
    5. be responsible for the security of your own systems, and follow any reasonable security measures we recommend;
    6. not put any special category or sensitive personal data into Connect (for example, health, religion, ethnicity or sexual orientation); and
    7. cover any costs, damages, penalties or fines we or our providers face because of a claim by a third party (including a Data Subject) or a regulator, if it's caused by you breaking this clause.
  6. When we process Personal Data for you, we'll:
    1. not move it outside the UK without your prior consent, and only with proper safeguards, enforceable rights for Data Subjects, adequate protection and your reasonable instructions in place;
    2. only process it to provide Connect, following your written instructions, unless the law requires otherwise. If it does, we'll tell you first, unless the law stops us;
    3. have proper technical and organisational measures in place to protect it against unauthorised or unlawful processing, loss or damage;
    4. make sure everyone who handles it is bound to keep it confidential;
    5. help you deal with requests from Data Subjects and meet your duties on security, breaches, impact assessments and regulators. We may charge for our reasonable time and costs in doing this; and
    6. keep proper records showing we comply with this clause, and allow reasonable audits by you or your auditor to check.
  7. Sub-processors. You authorise us to use our UK-based platform provider as a sub-processor to run Connect, along with any SMS provider you choose to connect. We'll tell you their details if you ask, and we'll tell you before adding or changing a sub-processor, so you have the chance to object. We'll make sure each one is bound by data protection terms at least as protective as these.
  8. When the contract ends, unless you tell us otherwise, you instruct us to delete Your Data. We'll keep it for 30 days so it can be recovered if needed, then delete it, unless the law requires us to keep it. If you want a copy, ask us before the contract ends.

5. Security and data breaches

  1. We'll tell you without undue delay if we become aware of any actual, threatened or possible security breach that affects you, Connect or Your Data.
  2. When we tell you, we'll explain:
    1. what's happened and how far it goes; and
    2. anything you need to do about it, including passing the information on to your own contacts, Users or (if you're a Partner) Your Clients.
  3. Telling you about a breach, or responding to it, doesn't mean we accept fault or liability for it.

6. What we promise

  1. We'll provide Connect substantially as described in our help guides, with reasonable skill and care.
  2. That promise doesn't apply where a problem is caused by Connect being used against our instructions, or changed by anyone other than us or people we've authorised. If Connect doesn't meet that promise, we'll make all reasonable efforts to fix it promptly at our own cost, or give you another way of getting the same result. That's your only remedy for a breach of clause 6.1. We also don't promise:
    1. that Connect will be uninterrupted or error-free, or that it (or what you get from it) will meet your particular needs; or
    2. to be responsible for delays, failed deliveries or other loss caused by data travelling over the internet or other networks. Those networks have their own limits and problems.
  3. Nothing here stops us providing similar services to other people.
  4. We confirm that we:
    1. have, and will keep, every licence, consent and permission we need to meet our obligations; and
    2. will comply with all laws that apply to what we do under these terms.

7. What you promise

  1. You'll:

    1. make sure your Order is complete and accurate;
    2. co-operate with us, and give us the access and information we need to provide Connect, including Your Data, login details and setup information;
    3. comply with all laws that apply to how you use Connect;
    4. tell us straight away if you become aware of any actual, threatened or possible security breach affecting Connect, us, you or Your Data;
    5. follow any instructions we give you about a security breach;
    6. do your part on time. If you're late, we may adjust timescales as reasonably needed;
    7. make sure your Users (and, if you're a Partner, Your Clients) use Connect in line with these terms. You're responsible for anything they do that breaks them;
    8. get and keep every licence, consent and permission we and our providers need to deliver Connect for you;
    9. make sure your own systems meet any reasonable requirements we give you; and
    10. be responsible for your own internet connection and systems, and any problems they cause.

  2. You also agree that:

    1. only your staff, contractors and authorised Users (and, if you're a Partner, Your Clients) will use Connect;
    2. every login is password protected, passwords are kept confidential and logins aren't shared;
    3. we may check how Connect is being used, no more than once every 12 months, at our own cost and with at least 10 Business Days' notice. We'll do it without disrupting your business, keep what we see confidential, and one of your directors can be present throughout;
    4. if a check shows a password has been given to someone who isn't authorised, you'll disable it straight away and we won't issue that person a new one; and
    5. if a check shows an account has been shared with people who aren't authorised, we may make reasonable extra charges.

  3. Acceptable use. You won't use Connect, or allow it to be used, to access, store, send or share any Virus, or anything that:

    1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive;
    2. helps anyone do something illegal;
    3. shows sexually explicit images;
    4. promotes unlawful violence;
    5. discriminates on the basis of race, sex, colour, religion or belief, sexual orientation or disability; or
    6. is otherwise illegal or causes damage or injury to anyone or anything.

    You also won't use Connect to send to bought, rented or third-party opt-in consumer lists, or to promote personal credit, loans, mortgages, affiliate schemes, multi-level marketing or adult services. You'll also follow our Acceptable Use Policy, which forms part of these terms and covers permission, the lists and content we will and won't send, and good sending practice. We check lists before anything is sent and can refuse to send anything we think breaks this clause. We can also disable access to any material that does, without liability to you.

  4. You won't:

    1. copy, change, duplicate, create derivative works from, frame, mirror, republish, download, display, send or distribute any part of the Platform's software or our help guides, except as these terms allow or the law says we can't stop you;
    2. reverse engineer, decompile or disassemble any part of the Platform's software;
    3. use Connect or our help guides to build a competing product or service;
    4. licence, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit Connect, except to your own Users or (if you're a Partner) Your Clients; or
    5. try to get, or help anyone else get, access to Connect other than as this clause allows.

  5. You'll make all reasonable efforts to stop unauthorised access to or use of Connect, and tell us straight away if it happens.

8. Paying us

  1. You'll pay the Charges in your Order, plus any add-ons you ask for, as set out in this clause.
  2. We bill on the 1st of each month. Your monthly fee is charged in advance for the month ahead. Anything over your monthly allowance (emails, automation steps, webhooks and API calls) is charged in arrears for the month just gone, on the same invoice. One-off Orders are paid as your Order sets out instead: either upfront, or half when we start and half when it goes live. Once work has started, a one-off build fee can't be refunded unless we agree otherwise.
  3. Payment is taken on the invoice date by Direct Debit or card, through our payment providers. If you've agreed to pay by bank transfer instead, you'll pay within 7 days of the invoice date. Paying on time matters.
  4. If a payment fails or isn't made, we'll let you know. If it's still unpaid 14 days after it was due, and without affecting our other rights:
    1. we may suspend your logins and access to all or part of Connect, with no liability to you, until it's paid. Scheduled sends and automations will pause while access is suspended; and
    2. we may charge interest on the overdue amount at 3% a year above the Bank of England base rate, worked out daily from the due date until it's paid, whether before or after any court judgment.
  5. All Charges:
    1. are in pounds sterling;
    2. can't be cancelled or refunded once due, except as clause 8.4.2 says; and
    3. are shown before VAT, which we'll add at the current rate.
  6. If we connect an SMS provider for you, its sending costs are passed on to you at the rate in your Order. If you use your own SMS provider account, you pay that provider directly.
  7. We may change the Charges once in any 12-month period, with at least 30 days' notice. Because Connect is month to month, you can cancel before the change takes effect if you don't want to carry on.

9. Who owns what

  1. We, or the people we licence from, own all intellectual property in Connect, the Platform's software and our help guides. These terms don't give you any rights in patents, copyright, database rights, trade secrets, trade names or trade marks (registered or not), or any other rights in them, except the right to use Connect set out in clause 3.
  2. We confirm we have the rights we need to give you the rights these terms describe.
  3. Your logos, brand and Your Data stay yours. You give us permission to use them to provide Connect for you.
  4. Once you've paid for them, the emails, landing pages and copy we create specifically for you are yours to use as you like. We keep the right to reuse our own general tools, layouts, know-how and ways of working.

10. Keeping things confidential

  1. We may each see the other's Confidential Information while the contract runs. It doesn't count as confidential if it:
    1. is or becomes public, other than through the receiving party's fault;
    2. was already lawfully known to the receiving party before it was shared;
    3. is lawfully passed to the receiving party by someone else who's free to share it;
    4. is developed independently by the receiving party, and there's written evidence of that; or
    5. has to be disclosed by law, a court, a regulator or an insurer.
  2. We'll each keep the other's Confidential Information confidential. Unless the law requires it, we won't share it with anyone else or use it for anything other than the contract.
  3. We'll each take reasonable steps to make sure our staff and agents don't share the other's Confidential Information in breach of the contract.
  4. Neither of us is responsible for Confidential Information being lost, destroyed, changed or disclosed by a third party.
  5. How Connect and the Platform work, and the results of any performance tests on them, are our Confidential Information.
  6. Your Data is your Confidential Information.
  7. This clause carries on after the contract ends, however it ends.
  8. Neither of us will make a public announcement about the contract without the other's written agreement, which won't be unreasonably held back or delayed, unless the law, a regulator or a court requires it. If you're a Partner, we'll never tell Your Clients we're involved unless you ask us to.

11. Indemnities

  1. You'll defend us, and cover us for any claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) that come from you, your Users or Your Clients using Connect in breach of these terms. For this to apply, we'll:
    1. tell you promptly about the claim;
    2. give you reasonable help in defending or settling it, at your cost; and
    3. let you take charge of defending or settling it.
  2. We'll defend you, your officers, directors and staff against any claim that Connect or our help guides infringe a UK patent in force when the contract started, or any copyright, trade mark, database right or right of confidentiality. We'll cover any amounts awarded against you in a judgment or settlement of that claim, as long as:
    1. you tell us promptly about the claim;
    2. you give us reasonable help in defending or settling it, at our cost;
    3. you don't admit liability or agree anything about the claim without our written agreement; and
    4. you let us take charge of defending or settling it.
  3. In defending or settling a claim, we may get the right for you to carry on using Connect, change or replace it so it no longer infringes, or, if neither is reasonably possible, end the contract on 2 Business Days' notice with no further liability or extra cost to us.
  4. We're not liable for an infringement claim if it's based on:
    1. Connect or our help guides being changed by anyone other than us;
    2. you using Connect or our help guides against our instructions; or
    3. you carrying on using Connect or our help guides after being told about the claimed or actual infringement by us or an authority.
  5. Clause 11.2 to 11.4 set out everything you can claim, and everything we're liable for, in relation to infringement of any patent, copyright, trade mark, database right or right of confidentiality.

12. Limits on liability

  1. This clause sets out everything we (including our staff, agents and subcontractors) can be financially liable to you for:
    1. under or in connection with these terms;
    2. for any use you make of Connect, our help guides or any part of them; and
    3. for anything we say or do (or don't do), including negligence, in connection with these terms.
  2. Except where these terms clearly say otherwise:
    1. you're responsible for the results you get from Connect and the conclusions you draw from them. We're not liable for damage caused by mistakes or gaps in information, instructions or scripts you give us, or for anything we do at your direction;
    2. all warranties, representations, conditions and other terms implied by law are excluded as far as the law allows; and
    3. Connect and our help guides are provided "as is".
  3. Nothing in these terms limits our liability for:
    1. death or personal injury caused by our negligence; or
    2. fraud or fraudulent misrepresentation.
  4. Subject to clauses 12.2 and 12.3:
    1. we're not liable, however it arises (including in negligence, breach of statutory duty, contract or misrepresentation), for any loss of profit, business or goodwill (or similar), loss or corruption of data or information, pure economic loss, or any special, indirect or consequential loss, cost, damage, charge or expense; and
    2. our total liability for everything arising from the contract is limited to the total Charges you paid us in the 12 months before the claim arose. If the claim arises in the first 12 months, it's limited to the Charges you'd be expected to pay us in the first 12 months.

13. How long this lasts and ending it

  1. Connect is month to month, unless your Order is a one-off (see clause 13.1.3). The contract starts as clause 2 says and carries on from month to month until either of us ends it:
    1. you can end it by telling us in writing before your next invoice date (the 1st of the month). It then ends at the end of the month you've already paid for;
    2. we can end it by giving you at least 30 days' notice in writing; or
    3. either of us can end it as the rest of this clause allows. If your Order is a one-off (something with a fixed run and an end date, like an event or a launch), it ends automatically at the end of the run period in your Order, with no notice needed. If you go on to a monthly plan within the time your Order says, we'll credit part of the build fee as your Order sets out.
  2. Either of us can end the contract straight away, by telling the other in writing, if the other:
    1. hasn't paid an amount that's due and still hasn't paid it 30 days after being reminded in writing;
    2. seriously breaks these terms in a way that can't be put right, or doesn't put it right within 30 days of being asked in writing;
    3. keeps breaking these terms in a way that reasonably suggests they don't intend, or aren't able, to stick to them; or
    4. goes through, or is reasonably believed to be about to go through, any event in clause 13.3, and is told so.
  3. The events for clause 13.2.4 are where a party:
    1. stops, or threatens to stop, paying its debts, can't pay its debts as they fall due, admits it can't, or is treated as unable to pay its debts under section 123 of the Insolvency Act 1986;
    2. has an order made or a resolution passed for it to be wound up, or a liquidator appointed;
    3. has an administrator, administrative receiver or receiver appointed over all or part of its assets or business, or an application made for one, or for an administration order; or
    4. makes an arrangement with its creditors, or anything similar happens because of debt.
  4. When the contract ends, for any reason:
    1. all rights to use Connect end straight away;
    2. we'll each return, and stop using, anything that belongs to the other, including any copies;
    3. we'll send a final invoice for any usage over your allowance in your last month;
    4. unless you tell us otherwise, Your Data will be deleted as clause 4.8 says; and
    5. any rights, remedies, obligations or liabilities that built up before the end, including the right to claim for any breach that already existed, are unaffected.

14. The other bits

  1. Things outside our control. We're not liable if we're stopped or delayed from doing what we've promised, or from carrying on our business, by something beyond our reasonable control. That includes acts of God, changes in law or regulation, embargoes, war, terrorism, riots, fire, earthquakes, nuclear accidents, floods, strikes, power cuts, volcanic activity, unusually severe weather, Viruses, software design loopholes, hacking, and failures by internet service providers or other third parties.
  2. Changes to these terms. We may change these terms. Changes take effect 30 days after we tell you (as clause 14.10 explains). If you carry on using Connect after that, you're agreeing to the changes. If you don't agree, you can end the contract under clause 13.1.1.
  3. Not enforcing straight away. If either of us doesn't use, or is slow to use, a right under these terms or the law, we haven't given that right up, and it doesn't stop us using it (or any other right) later. Using a right partly or once doesn't stop it being used again.
  4. Other rights. Unless these terms say otherwise, the rights in them are in addition to any rights the law gives us both.
  5. If part doesn't stand. If a court or regulator decides any part of these terms is invalid, unenforceable or illegal, the rest still applies. If deleting part of a clause would make it valid, the clause applies with the smallest change needed to keep its commercial intention.
  6. The whole agreement. Your Order, these terms and any documents they mention are the whole agreement between us about Connect, and replace anything agreed before. Neither of us is relying on any promise, assurance, statement or representation (written or not) that isn't set out in them.
  7. Passing the contract on. You can't assign, transfer, charge, subcontract or deal with your rights or obligations under these terms without our written agreement. We can, at any time, for example to our platform provider or a buyer of our business.
  8. Not a partnership. These terms don't create a partnership, or make either of us the other's agent. Neither of us can commit the other to anything, or make promises on the other's behalf.
  9. Other people. Nobody other than us, you and anyone we're allowed to pass the contract to has any rights under these terms, under the Contracts (Rights of Third Parties) Act 1999.
  10. Notices. Notices under these terms go by email to the address in your Order, or, if there isn't one, to the main contact email you've given us for communication and billing. Our address for notices is help@littleridgeconnect.com. An email notice counts as received when it's sent (shown by the sender's records or the time on the email). This doesn't apply to serving court proceedings or other legal documents.
  11. Law and courts. These terms, and any dispute or claim about them, how they were formed or what they cover (including non-contractual disputes), are governed by the law of England and Wales. Only the courts of England and Wales can settle those disputes or claims.

Appendix: details of the data processing

What it's aboutUs providing Connect to you.
How long it lastsWhile the contract runs, plus the time after it ends until Your Data is deleted under clause 4.8.
What we do and whyWe process Your Data only to provide Connect to you, in line with these terms.
Types of dataInformation about individuals given to us through Connect by you, your Users or Your Clients (or on your instructions), such as names, email addresses, phone numbers, business details and engagement data. Never special category data.
Whose dataThe individuals whose data is given to us through Connect by you, your Users or Your Clients (or on your instructions).
Sub-processorsOur UK-based platform provider, plus any SMS provider connected for you. Details on request.

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