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Terms & Conditions

This notice was last updated in August 2025.

1. Introduction

Welcome to Scram's Terms and Conditions (Terms). We have set out below important legal terms that apply to anyone who uses our development platform (Software), website, mobile application and/or any other services, applications and features offered by us (together, the Services or Scram Services). These terms are necessary in order to protect both you and us and to make our Services possible and more enjoyable for everyone.

We are Scram Software Limited, a company incorporated and registered in England with company number 14840516 and registered address at 27, Monomark House Old Gloucester Street, London, United Kingdom, WC1N 3AX (Scram, us or we). These Terms constitute a binding and enforceable legal contract between Scram and you in relation to the use of any Scram Services, so please read them carefully. You may visit and/or use the Scram Services only if you fully agree to these Terms - and by using and/or registering with any of the Scram Services, you agree to these Terms and any other terms applicable to your use of our Services.

2. Definitions and Interpretation

  1. The following definitions help explain what we mean when we use certain phrases or words in these Terms:
    Customer Data
    means any commercial or proprietary data which is uploaded or otherwise submitted to the Software directly by you, your Authorised Users, or by Scram on your behalf, including any data submitted into the Software indirectly via any third-party application used by you.
    Input
    means any input and prompts you may input to the Software or any other data generated from your use of the Software, excluding Customer Data.
    Intellectual Property Rights
    means any and all patents, rights to inventions, copyright and neighbouring and related rights, trade marks, rights in get-up, database rights, databases, domain names, names, business names, rights in computer software, goodwill, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
    Losses
    means any and all losses, liabilities, costs (including costs of investigation, litigation, settlement, and judgment), claims, damages, demands, disbursements, expenses (including legal costs on a solicitor and own-client basis), fees, interest, and penalties (including fines imposed by regulatory bodies or supervisory authorities), whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation, or otherwise.
    Output
    means any or all data, information, works or materials obtained by you or Authorised Users (as appropriate) through your use of the Services, including any output generated and returned by the Software based on any Input.
    Usage Limits
    means any usage, storage, or other limits communicated to you by Scram from time to time.

3. Trial Period

  1. Scram may, at its sole discretion, offer access to the Services on a trial basis, for example, on the basis of beta access or testing or on the basis of evaluation, preview, pre-release, prototype, or pilot (Free Trial).
  2. The rights provided under clause 5.1 are provided solely for the duration of the Free Trial (Trial Period).
  3. Any Services made available to you under a Free Trial are made available "as is" and to the fullest extent permitted by applicable law, all warranties, express, implied or otherwise (including those pertaining to merchantability and fitness for purpose), are excluded during a Trial Period.
  4. By entering payment details when signing up for the Free Trial, you authorise Scram to automatically charge the applicable Fees immediately after the Free Trial ends, unless you cancel the Free Trial beforehand.
  5. You recognise that during the Trial Period, we will assess what Usage Limits are reasonable. We reserve the right to change any such Usage Limits on very short notice to you, to reflect the nature of this Trial Period. You also recognise that Scram has the right to terminate your access to and/or remotely disable the Services during a Trial Period, at any time for any reason without liability.
  6. Scram's maximum aggregate liability (whether in contract, tort or otherwise) during a Trial Period will be limited to one thousand pounds (£1,000.00).
  7. To the extent that there is an inconsistency or conflict between this clause 3 and another provision of these Terms, the provisions of this clause 3 will prevail in respect of the Free Trial only.

4. Scram Account

  1. In order to access and use the Scram Services, you must first register and create an account with Scram (User Account). You can also permit or grant other individuals access to Scram Services (Authorised Users) provided: (i) you do not exceed any authorised user limits we notify to you; and (ii) such Authorised Users comply with these Terms at all times.
  2. Our Services also allow you to create your own platforms, software, code and apps (collectively referred to as User Platform)
  3. For each User Account and User Platform, Scram will consider the owner of such User Platform to be the person or entity whose email address is listed in Scram's records as the owner of the User Account under which the User Platform was created.
  4. With our authorisation, you may be permitted to export your User Platform. We are entitled to charge for such exports.

5. Your Obligations when using and accessing Scram Services

  1. Subject to you paying any appropriate Fees and complying with these Terms, Scram grants to you a non-exclusive, non-transferable, non-sublicensable, and revocable right to permit you and any Authorised Users to access and use the Software solely during the Term.
  2. You will not:
    1. breach the acceptable use policy (AUP) made available to you from time to time and Scram reserves the right, without liability or prejudice to its other rights, to disable yours and Authorised Users' access to any material or activity that breaches the relevant AUP;
    2. and will not attempt to: (a) access all or any part of the Software in order to build a product or service which competes with the Software (this also means you cannot use the Output to develop a product or service which competes with Scram); (b) make the Software or any of the Services available to any third party except to Authorised Users; or (c) attempt to obtain, or assist any third party in obtaining, access to the Software, other than as provided under this clause 5; and
    3. represent any Output as being approved or vetted by Scram.
  3. You acknowledge and agree that:
    1. you will comply with all applicable laws and regulations when using our Services and when performing your obligations under these Terms;
    2. you will be solely responsible for setting the access rights for each of your Authorised Users and ensuring that all Authorised Users' use of the Software is strictly in accordance with these Terms;
    3. you will be fully responsible for any Authorised User's breach of these Terms;
    4. you will use best endeavours to prevent any unauthorised access to, or use of, the Software and, in the event of any such unauthorised access or use, promptly notify us in writing;
    5. you may increase the number of Authorised Users only with Scram's written agreement and subject to the payment of any additional Fees as agreed with Scram;
    6. Scram may process the Outputs to remove any personal data and information that could identify you, and may use this revised dataset for any purpose, including to market the Software and Services to third parties;
    7. your failure to abide by this clause 5, or any misrepresentation made by you herein may result in the immediate termination of your User Account and/or any Services provided to you – with or without further notice to you, and without any refund of amounts paid on account of any such Services.
  4. As part of the Scram Services, Scram may provide you with access to artificial intelligence and machine learning tools and products, which will help you build your User Platform. You acknowledge and agree that:
    1. you understand that the use of the Software may result in incorrect Outputs and that you should always review and verify all Output (including the accuracy of any Output) as appropriate for your use case;
    2. Scram does not represent or warrant that the Output generated by the Services will meet your or your Authorised Users' needs or expectations, and we disclaim all responsibility and liability for the accuracy, completeness, relevancy, intellectual property compliance, legality, decency, quality, non-bias, or any other aspect of such Output;
    3. you are responsible for the Inputs and User Platform, including for ensuring that these do not violate any applicable law or these Terms;
    4. that Outputs provided to you may be similar or identical to Outputs independently provided by Scram to others.

6. Scram's Obligations

  1. Scram will provide the Services to you in accordance with these Terms.
  2. Scram does not warrant that your use of the Software will be uninterrupted or error-free, or that the Software and/or the information or results obtained by you through its use of the Software will meet your requirements. To the extent permitted under applicable law, Scram is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of Customer Data over communications networks and facilities, including the internet, and you acknowledge that the Software may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.
  3. These Terms will not prevent Scram from entering into similar agreements with third parties, or from independently developing, using, selling, or licensing documentation, products, and/or services which are similar to those provided under these Terms.

7. Third Party Services

  1. We want to make you aware that the Software may rely on integrations with third party products. Scram is not responsible for any loss in availability, delays, delivery failures, or any other loss or damage resulting from the transfer of data over third party communications networks, application programming interfaces, services and facilities that it does not own or that are out of its control.

8. Fees

  1. This clause 8 does not apply where you access the Services under a Free Trial.
  2. You will pay to Scram the subscription fees communicated to you when you sign up for a User Account or as may be otherwise communicated to you from time to time (Fees) without set-off in respect of any liability of Scram.
  3. Scram will bill you for the Fees periodically. As part of registering or submitting information to receive Scram Services, you authorize Scram to request and collect payment of the Fees (or otherwise charge, refund or take any other billing actions) from our payment provider or your designated banking account, or via direct debit.
  4. If Scram has not received payment by the due date, and without prejudice to any other rights and remedies of Scram, Scram may, without liability: (i) disable your (and any and all Authorised Users’) access to all or part of the Software until the invoice(s) concerned are paid in full; and/or (ii) charge you interest on a daily basis on any overdue amounts commencing on the due date and continuing until fully paid, whether before or after judgment.
  5. Fees are payable in the currency communicated to you from time to time, and are non-cancellable and non-refundable. Fees may be stated exclusive of Value Added Tax, or other applicable taxes.
  6. Scram will be entitled to increase the Fees at the start of each Renewal Term upon thirty (30) calendar days' prior written notice to you.

9. Usage Limits

  1. You acknowledge that the Software may evolve over time and that functionality may be added or removed from time to time. Scram may establish new limits on the Services (or any part thereof), including limiting the Usage Limits, the volume of data which may be used, stored, or transmitted in connection with the Services, remove or restrict APIs, or make alterations to data retention periods, provided such changes are notified to you reasonably in advance.
  2. Where Usage Limits have been communicated to you, the Fees for the Software will be determined by your expected usage. Scram will monitor your use of the Software.
  3. In the event that you attempt to exceed the permitted Usage Limit of the Software as communicated to you by us, we reserve the right to automatically restrict your access to the Software. You will be prevented from using the Software until either:
    1. you lower your usage to the agreed Usage Limits;
    2. you agree to an appropriate Fee for that increased usage based on the pricing tier for your expected usage.

    4. 10. Suspension of Service

    1. Scram may suspend the access to or use of the Software by any or all of the Authorised Users if:
      1. Scram determines that your (or any Authorised User's) use of the Services is in breach of these Terms, poses a security risk, or is adversely impacting or may adversely impact the Services or any service provided by Scram to a third party;
      2. it is in the legitimate interests of Scram to do so, including where there is a reasonable risk that you may default in the payment of the Fees, and Scram will use its reasonable endeavours to notify you before the suspension takes effect or as soon as reasonably practicable thereafter.
    2. Where Scram suspends access to or use of the Software under clause  10.1 , you remain responsible for all Fees.

    11. Customer Data

    1. You will own all right, title, and interest in and to all the Customer Data and will have sole responsibility for the legality, reliability, integrity, accuracy, and quality of the Customer Data.
    2. You warrant and represent that you have the authority, including all necessary rights, licences, and permissions, to upload and use, and to permit Scram to use and process the Customer Data.
    3. You hereby grant to Scram a worldwide, non-exclusive, irrevocable, royalty-free and fully paid-up licence during the Term to use and access the Customer Data for the purpose of providing the Services.
    4. You acknowledge that Scram may use the Customer Data to improve the performance and functionality of the Software to develop improvements, updates, upgrades, modifications, or derivative works thereof which will constitute Improvements (as defined in clause  12.3 ).
    5. We will each comply with our respective obligations under applicable data protection legislation, including the UK General Data Protection Regulation (Data Protection Legislation), and neither of us will, by act or omission, put each other in breach of Data Protection Legislation.
    6. You will on first demand fully indemnify and hold harmless Scram (and keep Scram fully indemnified) from and against any and all Losses arising directly or indirectly out of, from, under, or in relation to any third-party claim that the processing and use of the Customer Data in accordance with these Terms infringes or misappropriates any third-party Intellectual Property Rights or breaches Data Protection Legislation.

    12. Intellectual Property Rights

    1. All Intellectual Property Rights in and to the Software, the Services, and the Inputs will belong to and remain vested in (or automatically upon creation will vest in) Scram. Except for the licence granted to you in clause  5.1 , nothing in these Terms grants to you any rights to or in any Intellectual Property Rights in the Software or the Services.
    2. Any bespoke or custom work created by Scram for you will remain vested with Scram.
    3. Without prejudice to clause 12.1 , to the extent that your or any Authorised User’s use of the Software results in any modifications, adaptations, developments, or any derivative works of or to the Software or the Services (Improvements), then notwithstanding any rights or remedies of Scram under these Terms, any and all rights and title in and to such Improvements will immediately vest in and be owned absolutely by Scram.
    4. Scram may use and exploit any feedback and suggestions for improvement relating to the Services provided by you or any Authorised User, which will also be considered Improvements for the purposes of these Terms.
    5. You shall own all right, title and interest in your User Platform. You hereby grant to Scram a worldwide, non-exclusive, irrevocable, royalty free licence during the Term to use the User Platform, for purposes including but not limited to understanding how the User Platform is being used, to improve our business, and monitoring for compliance with these Terms.
    6. Scram makes no representation or warranty as to the validity or enforceability of the Intellectual Property Rights in the Software.
    7. You will defend Scram against, and fully indemnify Scram (and keep Scram fully indemnified) from and against any and all Losses incurred by Scram in respect of any third-party claim relating to your or any Authorised User’s use of the Software otherwise than in accordance with these Terms, provided that: (i) you are given prompt notice of such claim; (ii) Scram provides reasonable co- operation to you in the defence and settlement of such claim, at your expense; and (iii) you are given sole authority to defend or settle the claim; and (iv) Scram makes no admission of liability or fault itself or on your behalf.
    8. You grant Scram permission to use your name and logo on Scram's website for the purpose of marketing and selling the Services to third parties.

    13. Confidential Information

    1. Confidential Information means all confidential or proprietary information (however recorded or preserved) disclosed by one of us (the Disclosing Party) or the other (the Receiving Party), including, business affairs, customers, clients, suppliers, plans, intentions, market opportunities, operations, processes, products, services, data, know-how, or trade secrets of the Disclosing Party, and anything specified as being Confidential Information.
    2. We will each keep all Confidential Information confidential and not use such Confidential Information for any purpose other than the performance of our obligations under these Terms.
    3. The provisions of this clause 13 will not apply to information that: (i) is or becomes generally available in the public domain otherwise than arising in connection with a breach of this clause by the recipient; (ii) is lawfully in the Receiving Party's possession free of any restrictions as to its use or disclosure at the time of disclosure by the Disclosing Party; (iii) is lawfully acquired from an independent third party who did not itself obtain it under an obligation of confidentiality; (iv) is independently developed without access or reference to any information disclosed by the Disclosing Party; or (v) is trivial or obvious.
    4. You recognise that any breach or threatened breach by you of this clause  13 may cause Scram irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to Scram, you acknowledge and agree that Scram is entitled to the remedies of specific performance, injunction, and other equitable relief without proof of special damages.
    5. The provisions of this clause  13 will survive the termination or expiry of these Terms (however arising) and continue in full force and effect.

    14. Limitation of Liability

    1. This clause  14 sets out the entire financial liability of Scram to you arising under or in connection with these Terms.
    2. Except as expressly and specifically provided in these Terms, you assume sole responsibility for any Output, or other information or results obtained by you or by Authorised Users from use of the Software and the Services, and for conclusions drawn from such use. Scram will, subject to clause  14.4 , have no liability for any damage caused by errors or omissions in any information or data, or any actions taken by Scram at your direction. No other party is entitled to rely on the Output, information, or results produced by you through its use of the Software for any purpose whatsoever.
    3. Except as expressly and specifically provided in these Terms, all warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms. You acknowledge that the Software, the Services, and any information provided by or on behalf of Scram are provided to you on an as is basis. Save as expressly stipulated in these Terms, no assurance, warranty, or representation is given hereunder by Scram that any of the Services (or any part thereof) will comply with or will satisfy any legal or regulatory obligation of any person.
    4. Nothing in these Terms excludes either of our liability for death or personal injury caused by either of our negligence, fraud or fraudulent misrepresentation or for any liabilities that cannot be excluded under applicable law.
    5. Subject to clause  14.4 , Scram will not be liable for: (i) any consequential, indirect, special, incidental, punitive or exemplary Losses, whether foreseeable or unforeseeable; or (ii) any of the following Losses (in each case whether direct or indirect): loss of profit; loss of business opportunity or agreements in contracts; loss of or damage to goodwill or reputation; loss or corruption of data, software or information; wasted expenditure or charges; Losses arising from the lawful termination of these Terms by Scram; Losses caused or contributed to by you; Losses caused as a result of the Software being unavailable as a result of planned downtime for the Software, as notified to you from time to time; Losses arising from any failure of your infrastructure and/or utilities; Losses caused as a result of the Software being unavailable due to a Force Majeure Event; or Losses caused by the failure or delay of any third-party application or service or network.
    6. Subject to 14.4 and 14.5, Scram’s total liability (whether arising in contract, in tort (including negligence) or restitution, for breach of statutory duty or misrepresentation, or otherwise) arising directly or indirectly out of, under, due to, or in connection with these Terms will in all circumstances be limited in the aggregate to the total Fees already paid by you to Scram during the period of twelve (12) consecutive months immediately preceding the date of the first event giving rise to Scram's liability.

    15. Audit

    1. Scram is entitled to audit your use (or an Authorised User's use) of the Software, and to assess compliance with these Terms, including accessing premises and systems, and taking copies of relevant records.
    2. Scram may monitor performance of the Services and collect, store and use information (including Customer Data) on the performance of the Services to detect threats or errors to the Services, for the purpose of the development and improvement of the Services, and for improving Scram's operations.

    16. Term and Termination

    1. These Terms will commence on the date you accept them (Effective Date) and continue for 1 month (Initial Term), renewing automatically for successive 1 month periods (each, a Renewal Term), unless (a) either of us provides the other with written notice of at least 10 calendar days prior to the beginning of any such Renewal Term electing not to renew the Terms; or (b) these Terms are terminated.
    2. If you wish to terminate these Terms during a Renewal Term (or fail to give the requisite termination notice to Scram prior to the start of a new Renewal Term), the Fees due for the remainder of that Renewal Term will become immediately due and payable to Scram within thirty (30) Business Days.
    3. We may terminate these Terms with immediate effect by giving written notice to you if you commit a material breach of these Terms, and the breach is not remedied.
    4. On termination or expiry of these Terms: (a) all licences and rights granted by Scram under these Terms will immediately terminate and cease to be valid; (b) all Fees which are outstanding on the date of termination will become immediately due and payable; (c) we will each return the other's Confidential Information; and (d) any rights, remedies, obligations or liabilities of each of us that have accrued up to the date of termination will not be affected or prejudiced.
    5. If your User Account or Services related to your User Account are terminated (whether at your request or at Scram's discretion), it may cause or result in the loss of certain content, features, or capacity of your User Account, including any Customer Data, or other usage data retained therein (Capacity Loss). Scram will not be liable in any way for such Capacity Loss, or for saving a backup of your User Account, Customer Data or related Output.
    6. Following the termination of your User Account or User Platform, Scram reserves the right to delete all data in the normal course of operation. Data cannot be recovered once your User Account or User Platform is terminated.

    17. General

    1. Entire agreement. These Terms constitute the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
    2. Assignment. You will not assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under these Terms without the prior written consent of Scram. Scram may at any time assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under these Terms without requiring any additional consent from you.
    3. Force Majeure. Neither of us are responsible for failing to fulfil our obligations (other than its payment obligations) under these Terms due to causes beyond its reasonable control that directly or indirectly delay, hinder, or prevent timely performance (Force Majeure Event). Any dates or times by which either of us is required to render performance under these Terms will be postponed automatically to the extent that either of us are delayed or prevented from meeting them by a Force Majeure Event. If the Force Majeure Event prevents, hinders, or delays either of our performance of our obligations for a continuous period of more than thirty (30) calendar days, then the other party may terminate these Terms by giving thirty (30) calendar days’ written notice to such other party.
    4. Notices. Any notice to be given under these Terms will be by email using the email address on Scram's website, or the email address provided by you when you created a User Account.
    5. Variation. Scram can vary these Terms from time to time by giving you at least 5 days' notice, provided that any variation required by applicable law will be effective immediately.
    6. Waiver. No failure or delay by either of us to exercise any right or remedy provided under these Terms or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.
    7. Severance. If any provision or part-provision of these Terms is or becomes invalid, illegal, or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision will be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause will not affect the validity and enforceability of the rest of these Terms.
    8. Relationship. The relationship between us is that of independent contractors and nothing in these Terms will be construed to create a partnership, joint venture, employment, or agency relationship between either of us. We acknowledge that the arrangements between us are non-exclusive. Nothing contained in these Terms will prohibit either of us from conducting business activities with other third parties.
    9. Third-party rights. A person who is not a party to these Terms will not have any right to enforce any term of these Terms under the Contracts (Rights of Third Parties) Act 1999.
    10. Governing Law. These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, will be governed by, and construed in accordance with, English law.
    11. Jurisdiction. We each irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms, its subject matter or formation.
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