General Terms and Conditions

Last Updated: 2025-07-28

This Subscription Agreement (the "Agreement”) is effective on the earlier of: the date of (i) the execution of an Order referencing this Agreement; or (ii) Customer’s use of the Services (the "Effective Date”) by and between Spiffing (as defined in Section 9 below) and the entity referenced in the Order (the "Customer”) (each, a "Party” and collectively, the "Parties”).

  1. Subscription

    1. Subject to the terms and conditions of this Agreement, Spiffing grants the Customer a limited, non-transferable right to use the Performance Guardian platform ("Platform”) in object code form, during the corresponding Term. Unless otherwise indicated, the Platform also includes any software, revisions, fixes, and improvements made available with the Platform.

    2. Any fees related to the licensing of third-party software are beyond the scope of this Agreement.

  2. Access Rights.

    1. The Customer will provide the necessary access to the development, staging, and production environments as required by Spiffing for the duration of this Agreement.

    2. The Customer will provide access to the source code (or parts of it) as required by Spiffing to allow it to perform the Services. Spiffing will treat all source code with confidentiality as detailed in Section 4.

    3. The Customer will also provide access to any third-party software that may be required for Spiffing to perform its Services.

  3. Payment Terms.

    1. The Services are conditioned on the Customer’s payment of any fees as set forth in each Order ("Fees”) and Spiffing reserves the right to suspend the Customer’s access to the Services for non or late payment of any amounts. Except as set forth in this Agreement, all Fees and other amounts paid pursuant to this Agreement are non-refundable.

    2. All Fees are due and payable within thirty (30) days of the date of invoice. Any amount not paid when due shall accrue interest on a daily basis until paid in full at the lesser of: (a) the rate of one percent (1%) per month; or (b) the highest amount permitted by law.

    3. The Customer will pay all amounts due under this Agreement in the Euro currency.

    4. All prices are exclusive of VAT.

  4. Confidentiality.

    1. Each Party may have access to non-public information of the other Party, in any form or media. Each Party shall ensure that any confidential information or material which is obtained during the scope of this Agreement or during the negotiation thereof is kept confidential. The receiving Party shall only permit access to the disclosing Party’s Confidential Information to its and/or its Affiliates’ respective employees, consultants, affiliates, service providers, agents, partners, and subcontractors having a need to know such information, and who are bound by at least equivalent obligations of confidentiality and non-disclosure as those under this Agreement.

    2. Spiffing shall ensure that any Customer Data that is processed by Spiffing’s systems is kept confidential at all times and undertakes not to share any Customer Data with any unauthorized third‐parties.

    3. The terms of this clause shall apply indefinitely notwithstanding the expiry or termination of this Agreement.

  5. Customer Reference. Spiffing shall not use the Customer’s name or brand image to identify the Customer as a customer of Spiffing on Spiffing’s websites or public marketing materials without the Customer’s prior written consent.

  6. Term. This Agreement shall enter into force and effect on the Effective Date and, unless earlier terminated in accordance with Section 7 below, shall remain in full force and effect until all Orders expire or are terminated (the "Term”).

  7. Termination. Either Party may choose to cancel at any time by sending an email to the other Party. If the Customer cancels the service it will be stopped from the next billing cycle. All subscriptions are automatically renewed unless explicitly cancelled. In the event of termination by Spiffing for cause, the Customer shall receive a pro-rata refund of any amounts pre-paid by the Customer for the remaining unused period of the Term.

  8. Intellectual Property Rights. All right, title, and interest, including any intellectual property rights evidenced by or embodied in, attached, connected, and/or related to the Platform and any other products, deliverables or services provided by Spiffing; are and shall remain owned solely by Spiffing or its licensors.

  9. Contracting Entity. For the purposes of this Agreement "Spiffing” means Spiffing Ltd., a company incorporated under the laws of Malta, having its registered address at 4, Kent Street, Sliema.

  10. Miscellaneous. Both Parties warrant that they have the necessary power and approval to enter into this agreement. Both Parties warrant that they are not aware of anything in their reasonable control which will or could have an adverse effect upon their ability to perform their respective obligations under this agreement.

  11. Privacy Policy. The Customer acknowledges that Spiffing will process personal data in accordance with the Privacy Policy applicable to the Platform.