1. Introduction and Who We Are

These Customer Terms of Service, along with the Spensit Privacy Policy and Acceptable Use Policy (collectively, the “Agreement”), form a legally binding contract between you (the “Purchaser” or “Customer”) and Spensit Ltd (and its affiliates, collectively “Spensit”, “we”, “us”, or “our”).

Spensit operates as the Merchant of Record and authorized reseller of the digital content, software, and online services (collectively, the “Digital Items”) created by third-party sellers (the “Vendors”). Your financial transaction is processed directly by Spensit, but your right to use the Digital Items is granted exclusively by the Vendor under their specific end-user license or terms (the “Vendor Agreement”). By completing a purchase, you agree to be bound by both this Agreement and the applicable Vendor Agreement.

MANDATORY WAIVER OF RIGHT TO WITHDRAW (UK/EU CONSUMERS): By clicking "Purchase", "Buy", or "Subscribe", you expressly consent to the immediate performance of the contract and the immediate delivery of the Digital Items. You acknowledge and agree that by consenting to immediate delivery, you irrevocably waive and lose your statutory 14-day right of withdrawal and any corresponding right to a "change of mind" refund. All sales are strictly final upon the initiation of access, download, or streaming.

US CONSUMER ARBITRATION NOTICE: EXCEPT FOR SPECIFIC DISPUTES OUTLINED IN SECTION 18, YOU AGREE THAT DISPUTES BETWEEN YOU AND SPENSIT WILL BE SETTLED THROUGH BINDING INDIVIDUAL ARBITRATION, AND YOU EXPRESSLY WAIVE YOUR RIGHT TO JOIN A CLASS ACTION LAWSUIT.

2. Definitions

• "Digital Items" refers to digital data, software, subscriptions, or media supplied to you.

• "Services" encompasses all systems provided by Spensit allowing you to purchase or access Digital Items, primarily the Spensit Checkout.

• "Vendor" refers to the original creator, developer, or licensor of the Digital Items.

• "Vendor Agreement" constitutes the specific terms, conditions, and end-user licenses established by the Vendor.

  
  

3. Contract Formation

By submitting an order via Spensit Checkout, you make a formal offer to enter into a contract with Spensit. The purchasing process involves selecting your Digital Item, accepting the Vendor Agreement, providing the personal and payment details required for tax compliance, and finalizing the order by clicking the checkout button. We will immediately acknowledge your order by sending a receipt via email. This email serves as our acceptance of your offer, officially creating this Agreement.

4. Software Licensing

If your purchase consists of software, you acknowledge that Spensit is strictly the reseller. The software is licensed to you directly by the Vendor under the terms outlined in the Vendor Agreement.

5. Payments, Taxes, and Receipts

Spensit utilizes trusted third-party payment processors. When you make a purchase, you authorize us to charge your selected payment method for the item's cost plus any applicable taxes.

As the Merchant of Record, Spensit is responsible for calculating, collecting, and remitting taxes. Depending on your location (determined by billing address and IP geolocation), your total price may include UK/EU Value-Added Tax (VAT) applied at your local country's rate, or US State and local Sales and Use Tax applied based on local economic nexus rules. You agree to receive all transaction receipts electronically.

6. Chargebacks, "Friendly Fraud", and Dispute Penalties

Spensit takes a zero-tolerance approach to "friendly fraud," chargeback abuse, and unauthorized disputes. While you retain your statutory rights to dispute fraudulent transactions with your bank, you agree to the following strict conditions regarding any transaction processed by Spensit:

• Mandatory Prior Notice: You agree that you will not initiate a chargeback or dispute with your card issuer without first contacting Spensit Support (mor@spensit.com) and allowing us a mandatory fourteen (14) day period to investigate and attempt to resolve the issue.

  
  

• Administrative Dispute Fees: If you bypass our support team and initiate a chargeback, or if you initiate a chargeback that is subsequently decided in Spensit's favor, you agree that you are in breach of this Agreement. Spensit explicitly reserves the right to charge your on-file payment method an administrative Dispute Recovery Fee of $50.00 USD (or local equivalent) to cover our investigative costs.

  
  

• Evidence of Access: You expressly consent to Spensit collecting, logging, and submitting your IP address, hardware device IDs, access timestamps, and download history to your bank or card network as evidence to aggressively contest and defeat any chargeback claim.

  
  

• Collections and Legal Action: If a chargeback is filed and we are unable to recover the funds or the Dispute Recovery Fee via your payment method, Spensit reserves the right to assign your account balance to a third-party debt collection agency and pursue legal action against you. You will be liable for all legal fees and collection costs.

  
  

7. Account Suspension and Complete License Revocation

Spensit retains the absolute right to immediately suspend or permanently terminate your account, IP address, and access to the Services without prior notice if you breach any term of this Agreement.

CHARGEBACK PENALTY: If you initiate a chargeback, payment dispute, or forced reversal of funds for any reason, Spensit will immediately and permanently suspend your account. Furthermore, Spensit and the Vendor reserve the right to immediately revoke, terminate, and disable your access to ALL Digital Items, licenses, and subscriptions previously purchased through Spensit, including those completely unrelated to the disputed transaction. No refunds or prorated credits will be provided for revoked licenses.

8. Strict "All Sales Final" Refund Policy

Due to the easily replicable nature of digital goods, all sales are strictly final, non-refundable, and non-returnable. Spensit does not offer refunds for "buyer's remorse," failure to read product descriptions, lack of technical expertise, or purchasing the wrong item.

Refunds will only be considered where strictly mandated by non-waivable statutory law (such as the UK Consumer Rights Act 2015). Under these laws, a digital good is only considered "faulty" if it fundamentally fails to operate as described. Minor bugs, cosmetic issues, or temporary server downtimes do not constitute a faulty product. If a product is deemed legally faulty, Spensit and the Vendor possess the absolute right to attempt to repair or replace the Digital Item before any price reduction or refund is issued.

9. Subscriptions and Recurring Billing

Our Services support recurring access to Digital Items ("Subscriptions"). Subscriptions automatically renew until manually canceled. If the price increases, we will notify you in advance and secure your consent if legally required.

You may easily cancel your Subscription at any time via your Spensit user dashboard or by emailing our support team. Cancellations take effect at the end of the current billing cycle. If you enroll in a trial, you must cancel prior to the trial's expiration date to avoid being charged. If a renewal charge fails, Spensit may periodically retry the charge. We reserve the right to suspend your access if payment cannot be secured.

10. Modifications to this Agreement

Spensit may update this Agreement periodically. If we make material changes, we will provide at least thirty (30) days' advance notice. If you disagree with the updated terms, you may terminate this Agreement before the new changes go into effect.

11. Third-Party Content

Spensit bears no responsibility for third-party links, content, or materials embedded within the Digital Items.

12. Intellectual Property Rights

Spensit owns all proprietary rights to the Spensit Checkout interface, software architecture, and branding. You may not reproduce or exploit our Services. The Vendor retains all intellectual property rights to the Digital Items, governed strictly by the Vendor Agreement.

13. Copyright Infringement Policy

Spensit respects intellectual property rights. If you believe your work has been copied in a way that constitutes infringement (under the US DMCA or the UK Copyright, Designs and Patents Act 1988), please submit a formal notice to our designated agent at legal@spensit.com.

14. Disclaimers and Limitation of Liability

Strict "As Is" Delivery: TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL DIGITAL ITEMS ARE DELIVERED COMPLETELY "AS IS" AND "AS AVAILABLE." SPENSIT EXPLICITLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT ANY DIGITAL ITEM WILL BE ERROR-FREE, SECURE, OR COMPATIBLE WITH YOUR SPECIFIC HARDWARE OR SOFTWARE ENVIRONMENT.

Nothing in these terms excludes or limits our liability for death or personal injury caused by our negligence, or for your statutory rights under the UK Consumer Rights Act 2015 regarding faulty digital content.

NEITHER SPENSIT NOR THE PURCHASER SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. SPENSIT’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT IS STRICTLY CAPPED AT THE TOTAL AMOUNT YOU PAID FOR THE SPECIFIC DIGITAL ITEM IN THE 12 MONTHS PRECEDING THE CLAIM.

15. Force Majeure

Neither party will be held liable for delays or failures to perform obligations caused by unforeseeable events beyond reasonable control, including natural disasters, acts of war, pandemics, or systemic internet outages.

16. Severability

If a court deems any provision of this Agreement invalid, that specific provision will be modified to reflect the original intent as closely as possible, and all remaining clauses will remain in full effect.

17. Data Privacy and Security

Spensit handles all personal data in strict compliance with our Privacy Policy, adhering to both the UK/EU GDPR and applicable US state privacy laws. We deploy industry-standard technical safeguards to protect your information.

18. Governing Law and Dispute Resolution

To ensure compliance with local laws, your governing law and dispute resolution mechanism depends on your location at the time of purchase:

A. For Purchasers located in the United States:

• Governing Law: This Agreement is governed by the laws of the State of Delaware.

• Binding Arbitration: Any disputes shall be resolved by binding individual arbitration administered by JAMS. The arbitration will take place remotely or in Delaware.

• Class Action Waiver: YOU AGREE TO BRING CLAIMS ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A CLASS MEMBER IN ANY REPRESENTATIVE PROCEEDING.

• Opt-Out: You may opt out of arbitration by sending a written notice to legal@spensit.com within 30 days of your first purchase.

  
  

B. For Purchasers located in the United Kingdom, EU, and Rest of World:

• Governing Law: This Agreement is governed by the laws of England and Wales.

• Jurisdiction: Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales. If you are a consumer living in Scotland, Northern Ireland, or an EU Member State, you retain the right to bring legal proceedings in your local courts under your local mandatory consumer protection laws. Arbitration does not apply to you.

  
  

19. Entire Agreement

This Agreement, combined with the applicable Vendor Agreement, represents the entire understanding between you and Spensit. If a conflict arises between the two documents, this Spensit Agreement takes precedence regarding payment, billing, refunds, and checkout services, while the Vendor Agreement takes precedence regarding the usage and licensing of the Digital Item.