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Terms & Conditions

Below are the latest terms and conditions for the use of this website and our services and platforms. Please choose the relevant service to read our full terms.

Agreements signed August 2016 and onwards

This document sets out the terms and conditions (“Terms”) between (1) the Client, whose details are set out on the Order Form (“Client/you”) and (2) Intelligent Visual Communication. These Terms and the Privacy Policy govern your Use of the Intelligent Visual Communication system and Services. By using our Site and Services, you confirm that you accept these Terms and the Privacy Policy and that you agree to abide and be bound by them. YOU MAY NOT USE THE SITE AND SERVICE UNLESS YOU AGREE TO BE BOUND BY THESE TERMS AND THE PRIVACY POLICY.

1.Interpretation

1.1
In these Terms the capitalised terms set out below shall have the following meanings:

“Associated Company” means a company belonging to the same group as either party;

“Charges” means Intelligent Visual Communication’s charges for the Services which shall be either on a Pay Per Send or Value Plan basis, as agreed between the parties and set out in the attached Order Form together with such other additional charges as may be agreed between the parties from time to time;

“Codes” means all applicable legislation, regulations, directions, rules, codes of practice and guidelines applicable to email marketing in the countries in which the Client operates and/or in which recipients of emails sent using the Services are located (including, without limitation, the Committee of Advertising Practice Code (CAP Code), Spamhaus best practice guides, DMA best practice guides, the CAN-SPAM Act 2003 and Canada’s anti-spam legislation (CASL);

“Data Protection Laws” means: (a) in relation to the Client all data protection and/or privacy laws, principles and agreements and all electronic marketing laws, principles and agreements applicable to the country (and state where applicable) in which the Client signing an Order Form is located and all countries (and states where applicable) in which recipients of emails sent via the Services are located; (b) in relation to Intelligent Visual Communication all data protection and/or privacy laws, principles and agreements and all electronic marketing laws, principles and agreements applicable to the country (or state where applicable) in which the Intelligent Visual Communication entity signing an Order Form is located;

“Intelligent Visual Communication” means: Intelligent Visual Communication Limited, whose registered office is at 5th Floor Middlesex House, 29 – 45 High Street, Edgware, Middlesex HA8 7UU (registered in England and Wales under company number 7000906 and VAT number GB 980 700 129 “Initial Term” means the fixed term, minimum term or initial term set out in the Order Form;

“Intellectual Property” means any and all patents, copyrights (including future copyrights), design rights, trade marks, Trade Mark, service marks, domain names, trade secrets, know-how, database rights, and all other intellectual property rights, whether registered or unregistered, and including applications for any of the foregoing and all rights of a similar nature which may exist anywhere in the world and provided by or owned by Intelligent Visual Communication, or its Associated Companies;

“Level of Services” means the Services and Charges selected by the Client for Use;

“Material” means written documentation and content, verbal, electronic and other information, databases, computer software, Software, designs, drawings, pictures or other images (whether still or moving), the Site, sounds or any other record of any information in any form belonging to Intelligent Visual Communication but for the avoidance of doubt does not include material belonging to the Client;

“Order Form” means the order form confirming the Level of Services you are purchasing and incorporating these Terms;

“Pay Per Send” means the option of paying for the Services based on the number of emails sent by Intelligent Visual Communication on behalf of the Client as more particularly detailed on the Site;

“Privacy Policy” means Intelligent Visual Communication’s privacy policy available at www.intelligentvc.co.uk/privacy;

“Renewal Period” means twelve (12) months;

“Services” means the provision of the Intelligent Visual Communication data processing services and Software for Use by the Client according to the Level of Services whereby: (a) Intelligent Visual Communication provides the Software to manipulate the personal data collected; (b) Intelligent Visual Communication provides the facilities for the Client to send emails to data subjects who have expressly consented to the Client sending them such emails; and (c) Intelligent Visual Communication provides facilities for the Client to export personal data together with such other services agreed between Intelligent Visual Communication and the Client from time to time or ancillary to the Services;

“Site” means Intelligent Visual Communication’s website at www.intelligentvc.co.uk;

“Software” means Intelligent Visual Communication’s data management and manipulation software;

“Trade Mark” means the ‘Intelligent Visual Communication’ unregistered trade mark and logo and any future registration of either of these marks or any similar mark or branding of Intelligent Visual Communication or of any Associated Companies or third parties provided or Used as a part of these Services or any application for registration anywhere in the World;

“Use” means direct use of the Services for email marketing, as a survey tool, as a microsite builder and such other use as may be, in accordance with the Level of Services, used by the Client and as permitted by Intelligent Visual Communication in writing from time to time only;

“Value Plan” means a fixed tariff pricing for the Services where the Client may send up to a specified number of emails for a fixed price as more particularly detailed on the Site;

“Working Day” means Monday to Friday excluding statutory holidays in the country in which Intelligent Visual Communication is located; and

“Working Hours” means 9.00 to 18.00 on a Working Day in the time zone in which Intelligent Visual Communication is located.

1.2
Subject to clause 14, any reference in these terms to ‘writing’ or related expressions includes but shall not be limited to a reference to email, communications via websites and comparable means of communication.

1.3
Except where the context requires otherwise: the singular includes the plural and vice versa; a reference to one gender includes all genders; and words denoting persons include firms and corporations and vice versa.

2.Supply of the Services

2.1
Intelligent Visual Communication shall provide the Services to the Client for the term set out in clause 10.1 in accordance with these Terms and the Privacy Policy. These Terms shall come into force and govern the provision of the Services by Intelligent Visual Communication and the Use of the Services by the Client from the date set out on the Order Form signed by the Client.

2.2
Intelligent Visual Communication uses third parties to host the Intelligent Visual Communication application servers for the provision of the Services. The Client hereby consents to Intelligent Visual Communication using data centres located in the EU, the USA and other key global locations for the provision of the hosting services. Clients can request their data be held at rest at one of these locations.

2.3
Intelligent Visual Communication does not warrant that the Services will be uninterrupted, error, bug or virus free or that the delivery of emails will be without delay. The Services will be available with 98% uptime during Working Hours in any calendar month. The calculation of availability excludes scheduled maintenance and emergency maintenance.

2.4
It may be necessary for Intelligent Visual Communication to temporarily suspend the Services in whole or in part from time to time to carry out maintenance of the Services. Intelligent Visual Communication will use its reasonable endeavours to provide the Client with at least 48 hours notice of temporary suspensions of the Services and to undertake any scheduled and planned maintenance or repair work outside of Working Hours in order to minimise disruption to the Services provided to the Client. However Intelligent Visual Communication reserves the right to carry out urgent maintenance or repair work at any time. Services may also be suspended in whole or in part where Intelligent Visual Communication or any third party host is obliged to comply with an order, instruction or request of government, a court or other competent administrative authority or an emergency service organisation. Intelligent Visual Communication accepts no responsibility or liability to the Client for any direct or indirect loss or damage that may arise under this clause 2.4.

2.5
Intelligent Visual Communication will process information about the Client in accordance with Intelligent Visual Communication’s Privacy Policy. By using the Site, the Client consents to such processing and warrants that all data provided by the Client is accurate so far as the Client is reasonably aware.

2.6
Where the Site contains links to other sites and resources provided by third parties, these links are provided for the Client’s information only. Intelligent Visual Communication has no control over the availability or content of such other sites or resources, and accepts no responsibility or liability for them or for any loss or damage that may arise from the Client’s use of third party sites or Materials.

2.7
Intelligent Visual Communication cannot guarantee the delivery of emails to any recipient under the Services as this is dependent upon accurate and up to date email addresses, upon suitable internet availability and connectivity, on various anti-spam and junk mail policies adopted by recipient email service providers as well as restrictions regarding the content, wording and graphics of an email. Intelligent Visual Communication will use reasonable endeavours to assist the Client with methods to maximise the delivery rate of emails, however Intelligent Visual Communication makes no representations or warranties whatsoever about the speed or number of emails sent that will be received by recipients. Intelligent Visual Communication accepts no responsibility or liability to the Client for any direct or indirect loss or damage that may arise under this clause 2.7.

2.8
Intelligent Visual Communication will ensure that clients who have purchased a professional or enterprise licence will have an account manager appointed and all clients will be provided with contact details of our support team. Depending on the licence purchased, support may be provided by either email or phone. The Client will be given prior notice of any change to its account manager.

3.Charges, Invoicing and Payment

3.1
The Client shall pay the Charges for the Services in accordance with these Terms, with any terms set out in the Order Form or in accordance with any other payment terms agreed in writing with Intelligent Visual Communication. Payment shall be made in the currency in which Charges are set out in the Order Form.

3.2
After expiry of the Initial Term, Intelligent Visual Communication may alter the level of Charges or the payment terms by giving the Client 30 (thirty) days’ written notice. Within 30 (thirty) days of receiving such notice, the Client must notify Intelligent Visual Communication in writing if it does not accept the changes, otherwise the changes will be deemed accepted. If the Client gives notice of any objection as aforementioned the parties shall attempt to mutually agree the changes to be made to the Terms and if the parties cannot agree within 30 (thirty) days of the notice of objection being served, either party may terminate these Terms by giving the other 90 (ninety) days notice in writing.

3.3
All Charges quoted to the Client for the provision of the Services are exclusive of any Value Added Tax, sales tax, or other applicable tax, for which the Client shall be additionally liable at the applicable rate from time to time.

3.4
Intelligent Visual Communication will invoice the Charges to the Client on a monthly basis on the last day of each calendar month.

3.5
The Client shall pay all Charges and any additional sums payable under the Terms to Intelligent Visual Communication (together with any applicable Value Added Tax and without any set off or other deduction) within 14 (fourteen) days of the date of invoices.

3.6
No payment shall be deemed paid until Intelligent Visual Communication receives payment in cleared funds from the Client.

3.7
If the Client fails to pay Intelligent Visual Communication any Charges due pursuant to these Terms, then Intelligent Visual Communication shall be entitled to charge interest (both before and after any judgement) on the outstanding amount at the rate of 3% above the base rate of Barclays Bank plc from time to time, accruing on a daily basis and compounded quarterly, from the due date until the outstanding amount is paid in full.

3.8
If the Client fails to pay any sums due to Intelligent Visual Communication and if 7 (seven) days after being sent a payment reminder notice by Intelligent Visual Communication any sums remain unpaid, Intelligent Visual Communication reserves the right to: (a) disable the account; and (b) temporarily suspend the provision of the Services to the Client until such time as all outstanding invoices have been settled in full in cleared funds, whereupon the Services will be reinstated. In the event of an invoice being disputed by the Client for valid and reasonable grounds Intelligent Visual Communication may agree to continued provision of the Services for a further 14 (fourteen) days whilst discussions take place to resolve the basis of the dispute in accordance with the provisions of clause 12.1.

3.9
If the Customer disputes any portion of an invoice based upon usage of the Services, the Client accepts that Intelligent Visual Communication’s records of such usage are correct unless proven otherwise by an independent expert.

4.Data, Data Protection & Indemnity

4.1
Each party undertakes to comply with its obligations under relevant applicable Data Protection Laws.

4.2
The Client is the data controller and Intelligent Visual Communication is the data processor in respect of any personal data that Intelligent Visual Communication processes in the course of providing Services. Personal data is derived from data provided by the Client and is not checked or monitored by Intelligent Visual Communication. Intelligent Visual Communication has no liability or responsibility whatsoever howsoever arising directly or indirectly to the Client for the accuracy, content or use of such personal data under this clause 4.2, provided that such use is in accordance with the instructions of the Client and Intelligent Visual Communication’s obligations set out in these Terms.

4.3
Intelligent Visual Communication shall not disclose any personal data to any business, organisation or individual without the Client’s prior written consent, unless required by law. The Client hereby permits such third party providers used by Intelligent Visual Communication to access, process and store personal data on behalf of the Client. Intelligent Visual Communication confirms that: (a) its agreement with such third party providers contains data protection provisions that are no less equal to those contained in this clause 4; and (b) Intelligent Visual Communication shall be liable for any breaches of clause 4 caused by such third party providers as if such breaches had been committed by Intelligent Visual Communication itself.

4.4
Intelligent Visual Communication has no responsibility or liability for the back-up of Client data and although Intelligent Visual Communication makes daily back-ups, the Client remains responsible for making its own back-ups, particularly but not limited to when the Client adds a significant amount of data to the Services over a period of 24 hours.

4.5
Intelligent Visual Communication shall only process personal data in accordance with the Client’s instructions and confirms that it has taken, as well as its subcontractors, licensors and hosts, sufficient technical and organisational measures to safeguard personal data.

4.6
Intelligent Visual Communication shall not use any Client data or Materials except in connection with the provision of Services to the Client: (a) as set out in these Terms; or (b) as required by law, regulation or regulatory body or any court of competent jurisdiction.

4.7
The Client shall: (a) ensure that it is appropriately registered with any applicable data protection authority; (b) take appropriate organisational and technical measures against unauthorised or unlawful processing; (c) obtain where appropriate express, specific and informed consent when obtaining personal data from data subjects; (d) keep full records of its customers opt-in/opt-out choices regarding unsolicited emails; (e) if located or operating in the EEA, only transfer personal data outside the EEA with, and only to the extent of, any express and informed written consent of the relevant data subject.

5.Client’s Obligations & Indemnity

5.1
The Client warrants that it shall not: (a) use the Services in any way so as to bring the Services or Intelligent Visual Communication into disrepute; (b) use the Services to send unsolicited or unauthorised advertising, promotional material, ‘junk mail’, ‘spam’, ‘chain letters’ or pyramid schemes including but not be limited to illegal goods or services, escort services, pharmaceutical products, nutritional supplements, herbal supplements or vitamin supplements, work from home, Internet Lead-gen, make money on online opportunities and any similar activities, online trading, day trading tips, or stock market related content, gambling services, products or gambling education, multi-level marketing, affiliate marketers, credit repair, get-out-of-debt content, mortgages and/or loans, content containing pornography or nudity, adult novelty items or references in content, list brokers or list rental services, marketing or sending of commercial email without proper consent, purchase of foreign property or shares in foreign hotels, carbon trading, foreign exchange trading, dating services, payday loans, or any other form of solicitation to any data subjects or third party; (c) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content or materials transmitted through the Services; (d) use the Services in a manner which is unlawful, harmful, threatening, abusive, harassing, tortious, indecent, obscene, libellous, menacing or invasive of another persons privacy; (e) use the Services in a manner which infringes the Intellectual Property, proprietary or personal rights of any third party, including data subjects; (f) misuse the Site by introducing viruses, trojans, worms, logic bombs or other material which is technologically harmful; (g) attempt to gain unauthorised access to the Site or Services, the server on which the Site or Services are stored or any server, computer or database connected to the Site or Services; or (h) attack the Site or Services via a denial-of-service attack or a distributed or malicious denial-of service attack.

5.2
The Client warrants that it shall: (a) comply and ensure that its Use of the Services complies with all Codes applicable to the country in which the Client is registered and recipients of emails reside; (b) provide all reasonable assistance required by Intelligent Visual Communication to enable Intelligent Visual Communication to comply with any requirements or conditions imposed by such Codes; (c) provide, Intelligent Visual Communication, relevant authority, user group or regulator of the Codes with all information or material reasonably requested in order to carry out any investigation in connection with the Client’s Use of the Services; and (d) not use the Services to upload or send to records purchased, rented or acquired from a third party in any way.

Intelligent Visual Communication has no responsibility or liability whatsoever howsoever arising directly or indirectly to the Client for the content of any emails sent using the Services or emails being sent to recipients in breach of the Client of its obligations contained in this clause 5.2.

5.3
Intelligent Visual Communication monitors emails created by the Client. If Intelligent Visual Communication considers in its reasonable opinion that the Client is sending emails in breach of clause 5.1 or 5.2, Intelligent Visual Communication may at absolute discretion (taking into account the Client’s track record of Use of the Services): (a) suspend provision of Services; (b) block Client’s access to the Services for such time as in each case is reasonable; and (c) add any emails addresses to its global suppression list (“GSL”). Intelligent Visual Communication will usually provide the Client with prior notice of any suspension, blocking or addition of an email to the GSL, unless immediate action is necessary in the circumstances. Intelligent Visual Communication accepts no responsibility or liability to the Client for any direct or indirect loss or damage that may arise under this clause 5.3.

5.4
Where Intelligent Visual Communication suspends or blocks access to the Services pursuant to clause 5.3 above, a member of the Intelligent Visual Communication compliance team shall immediately contact the Client to: (a) inform the Client of the action taken or proposed action (where applicable); (b) explain why the access to the Services is suspended or blocked; (c) to inform the Client of the remedial actions that the Client needs to take to rectify the issues with the Client’s use of the Services; and (d) to agree on the timescale for the Client to take the necessary remedial actions. Intelligent Visual Communication shall only reactivate the Services once the Client has taken the remedial actions. If the Client fails to take the remedial actions within the timescale agreed, Intelligent Visual Communication reserves the right to terminate these Terms upon giving notice to the Client and the Client shall become immediately liable to pay all outstanding fees for remainder of the unexpired Term.

5.5
The Client warrants that it will not use the Service to send email communications advertising or promoting email lists or services supporting unsolicited bulk email. Any Client who uses the Services to promote or advertise email lists or services supporting unsolicited bulk email will have their account disabled without notice and with immediate effect and no refund of Charges or other payments to Intelligent Visual Communication will be made. Unsolicited bulk email support services may include but are not limited to: services providing service to known spam operations listed on Register of Known Spam Operations (ROKSO), services providing ‘bullet-proof hosting’ for spam service purposes, services obfuscating or anonymising spam senders, services selling or providing hosting for the sales or distribution of spamware or address lists, and networks knowingly hosting spammers as either stated or de facto policy. Intelligent Visual Communication accepts no responsibility or liability to the Client for any direct or indirect loss or damage that may arise under this clause 5.5.

5.6
The Client will keep its password and other access details for Use with the Services confidential and restricted to those members of staff who need to know such details and shall ensure all such staff are aware of the confidential nature of such information and treat it accordingly. The Client shall notify Intelligent Visual Communication immediately if it believes that such information is no longer secret. The Client is solely responsible for all activities resulting from use of the Client’s password or account. The Client will not permit any person to access the Services for any unauthorised purpose that would constitute a breach of these Terms.

5.7
Without prejudice to its other rights in these Terms Intelligent Visual Communication reserves the right to prevent the sending of any emails forming part of the Services or any other item or material made available via the Services by the Client at any time and without notice, where the content is in Intelligent Visual Communication’s reasonable opinion a breach of these Terms. Intelligent Visual Communication accepts no responsibility or liability to the Client for any direct or indirect loss or damage that may arise under this clause 5.7.

5.8
The Client is not permitted to conduct vulnerability scanning, or any form penetration testing against the Intelligent Visual Communication Services or application servers.

6.Ownership & Use of the Intellectual Property Rights

6.1
The Client acknowledges and Intelligent Visual Communication warrants that: (a) Intelligent Visual Communication is the proprietor of the Intellectual Property and Materials; and (b) the Intellectual Property and Materials do not infringe the intellectual property rights of any third party.

6.2
Subject to clause 8.4, Intelligent Visual Communication shall indemnify the Client against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Client arising from a breach of clause 6.1. This indemnity shall not cover the Client to the extent that a claim under it results from use of Client’s Intellectual Property.

6.3
Intelligent Visual Communication hereby grants to the Client a personal, non-exclusive and non-transferable licence to Use the Intellectual Property and/or Materials for the duration of these Terms strictly in accordance with these Terms only. The Client shall not be entitled to use the Intellectual Property and/or Materials for any other purpose than the Use, including, without limitation, that the Client shall have no right to copy, translate, reproduce, adapt, reverse engineer, decompile, disassemble, create derivate works, modify, sell, rent, lease, transfer, assign, sub-licence, make any representations, warranties or guarantees with regard to the Intellectual Property and/or Materials in whole or part except as permitted by law.

6.4
The Client shall only Use the Intellectual Property and/or Materials or any Intelligent Visual Communication branding in the form stipulated by Intelligent Visual Communication from time to time and shall observe all directions given by Intelligent Visual Communication as to colours and size and representations of the Trade Mark and branding and their manner and disposition on the Client’s products, packaging, labels, wrappers and any accompanying leaflets, brochures or other materials.

6.5
The Use of the Intellectual Property and/or Materials by the Client shall at all times be in keeping with and seek to maintain its distinctiveness and reputation as determined by Intelligent Visual Communication and the Client shall cease any use to the contrary as Intelligent Visual Communication may require.

6.6
The Client shall not use any mark or name confusingly similar to the Trade Mark in respect of any of its Services or use the Trade Mark as part of any corporate business or trading name or style. Intelligent Visual Communication may use the Client’s trade marks for publicity purposes only in a form and manner approved by the Client in writing in advance. Intelligent Visual Communication may not refer to the Client in Intelligent Visual Communication’s marketing and advertising communications, without first obtaining consent.

6.7
The Client shall as soon as it becomes aware thereof give Intelligent Visual Communication in writing full particulars of any use or proposed use by any other person, firm or company of a trade name, trade mark or get up of goods or mode of promotion or advertising which amounts or might amount either to infringement of Intelligent Visual Communication’s rights in relation to the Intellectual Property and/or Materials or to passing off.

6.8
If the Client becomes aware that any other person, firm or company alleges that the Intellectual Property and/or Materials is invalid or that use of the Intellectual Property and/or Materials infringes any rights of another party or that the Intellectual Property and/or Materials is otherwise attacked or attackable the Client shall as soon as reasonably possible give Intelligent Visual Communication full particulars in writing thereof and shall make no comment or admission to any third party in respect thereof.

6.9
Intelligent Visual Communication shall have the conduct of all proceedings relating to the Intellectual Property and/or Materials and shall in its sole discretion decide what action if any to take in respect of any infringement or alleged infringement of the Intellectual Property or passing off or any other claim or counterclaim brought or threatened in respect of the use or registration of the Intellectual Property. The Client shall not be entitled to bring any action relating to the Intellectual Property in its own name but shall reasonably assist Intelligent Visual Communication upon Intelligent Visual Communication’s reasonable request. Intelligent Visual Communication agrees to reimburse the Client’s reasonable expenses incurred in complying with clauses 6.7, 6.8 and 6.9.

7.Confidentiality

7.1
Subject to clause 7.2, neither party shall disclose at any time during the Term or for a period of ten (10) years after Termination, to any third party any information relating to the other party including information relating to: (a) Intellectual Property, software, the Software, materials, Materials, products, systems, operations, processes, plans or intentions, product information, know-how and market opportunities; and (b) business, identity and affairs and the business, identity and affairs of its directors, officers, employees, customers and potential customers or personal data relating to customers, suppliers, agents, or subcontractors and the like, which comes into the possession of the other party as a result of or in connection with the performance of these Terms.

7.2
The provisions of clause 7.1 shall not apply to any information which: (a) is in or enters the public domain other than by a breach of clause 7.1; or (b) is in the possession of the receiving party without restriction in relation to disclosure before the date of its receipt in connection with these Terms; or (c) is obtained from a third party who is lawfully authorised to disclose such information and is provided to the receiving party without any obligation of confidentiality; or (d) is authorised in advance for release by the disclosing party.

8.Limitation of Liability and Indemnity

8.1
This clause 8 sets out the entire financial liability of either party to the other (including any liability for the acts or omissions of a party’s employees, agents, consultants, and subcontractors) in respect of: (a) any breach of these Terms; (b) any use of the Services or any part of them; and (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Terms.

8.2
Other than where expressly stated, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.

8.3
Nothing in these Terms limits or excludes the liability of either party: (a) for death or personal injury resulting from negligence; or (b) for any damage or liability incurred as a result of fraud or fraudulent misrepresentation; (c) or any other liability which cannot be excluded by applicable law.

8.4
Subject to clauses 8.2, 8.3, 8.5 and where expressly stated: (a) neither party shall be liable to the other under these Terms for any loss of profits, loss of business; depletion of goodwill and/or similar losses; loss of goods; loss of contract; loss of use; loss of corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and (b) each party’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution arising in connection with the performance, or contemplated performance, of these Terms, including any indemnity or contribution, shall be limited to: (i) £25,000 (twenty five thousand pounds Sterling) where Charges are invoiced in pounds Sterling; or (ii) $35,000 (Thirty five thousand US Dollars) where the Charges are invoiced in US Dollars, in total in respect of any single claim or series of connected claims brought by either party under these Terms.

8.5
The Client shall indemnify Intelligent Visual Communication against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Intelligent Visual Communication arising out of a breach of clauses 4.1, 4.7, 5.1, 5.2 5.5 and 5.6. This indemnity shall not cover Intelligent Visual Communication to the extent that a claim under it results from Intelligent Visual Communication’s negligence or wilful misconduct.

8.6
If any third party makes a claim, or notifies an intention to make a claim, against either party which may reasonably be considered likely to give rise to a liability under any indemnity (a “Claim”), The indemnifying party shall: (a) as soon as reasonably practicable, give written notice of the Claim to the indemnifying party, specifying the nature of the Claim in reasonable detail; and (b) not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the indemnifying party (such consent not to be unreasonably withheld), provided that the indemnifying party may settle the Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to the claiming party.

8.7
Nothing in this clause shall restrict or limit either party’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this clause 8.

9.Force Majeure

Neither party shall be responsible to the other in circumstances where some or all of the obligations (except for the obligation for the payment of Charges) under these Terms cannot be performed due to circumstances outside the reasonable control of the defaulting party including, without limitation, an Act of God, change in legislation, fire, explosion, flood, accident, strike, lockout or other industrial dispute, war, terrorist act, riot, civil commotion, failure of public power supplies, third party hacking, viruses, trojans, worms, logic bombs or other material attacking the Site, a denial-of-service attack, a distributed or malicious denial-of service attack, failure of communication facilities, unavailability of the internet. However, if such circumstances persist for more than 14 (fourteen) days, the non-defaulting party may terminate these Terms and all Charges due to Intelligent Visual Communication up to the date of termination shall become immediately due and payable.

10.Term, Suspension and Termination

10.1
Intelligent Visual Communication shall provide the Services set out in the Order Form to the Client for the Initial Term. Upon expiry of the Initial Term, these Terms shall automatically renew for successive Renewal Periods, unless a party terminates: (a) by giving at least 30 (thirty) days’ written notice prior to expiry of the Initial Term or any Renewal Period; or (b) in accordance with clauses 10.3 or 10.4 below.

10.2
Intelligent Visual Communication may immediately and without notice suspend the provision of Services to the Client if the Client’s account remains inactive for a period of 13 months or more.

10.3
Either party may terminate these Terms on giving written notice if: (a) either party commits a material breach of these Terms and (if capable of remedy) the breaching party fails to remedy the breach within 14 (fourteen) days after being required by written notice so to do; or (b) either party becomes insolvent or bankrupt, enters into an arrangement with creditors, has a receiver or administrator appointed or its directors or shareholders pass a resolution to suspend trading, wind up or dissolve that party other than for the purposes of amalgamation or reconstruction or it ceases, or threatens to cease, trading.

10.4
If an Order Form includes Pay Per Send, no Initial Term shall apply to that Order Form and the Client may terminate that Order Form by giving Intelligent Visual Communication one (1) calendar month’s prior written notice at any time.

10.5
The period during which Intelligent Visual Communication may suspend the Services under these Terms will continue until the circumstances giving rise to Intelligent Visual Communication’s right to suspend the Services ceases to subsist or until these Terms are terminated by either party. In the event that Intelligent Visual Communication suspends the provision of Services to the Client, the Client will continue to be obliged to pay all Charges owing or that arise during the period when the Service is suspended.

10.6
Any termination of these Terms for any reason shall be without prejudice to any other rights or remedies a party may be entitled to at law or under these Terms and shall not affect any accrued rights or liabilities of either party nor the coming into force or the continuance in force of any provision of these Terms which is expressly or by implication intended to come into or continue in force on or after such termination including but not limited to the warranties and indemnities contained in these Terms.

11.Effects of termination

11.1
Upon termination of these Terms all Charges for Services up to the effective date of termination of shall be payable unless: (a) an Order Form includes a Value Plan and the Client terminates these Terms prior to the expiry of the Initial Term, then only Charges up to the date of expiry of the Initial Term shall be payable; or (b) the Client terminates the Terms solely due to Intelligent Visual Communication’s breach of the Terms.

11.2
Following termination: (a) Intelligent Visual Communication shall have no obligation to retain any Client data. If the Client wishes to export any data, it should do so prior to the effective date of termination. Where the Client requires Intelligent Visual Communication to export any data on its behalf a charge may be applied for this additional service; ; (b) the Client shall immediately cease using the Intellectual Property and the Materials; and (c) any provision which expressly or by implication is intended to come into or remain in force on or after termination shall continue in full force and effect.

12.Disputes

12.1
In the event of any dispute between the parties to these Terms the parties shall within 10 (ten) days of a written request from a party to the other, meet in a good faith effort to resolve the dispute without recourse to proceedings. If the dispute is not resolved as a result of such meeting, any party may (at such meeting or within 14 (fourteen) days from its conclusion) propose to the other in writing that structured negotiations be entered into with the assistance of a neutral advisor (the “Neutral Adviser”). If the parties are unable to agree on the appointment of a Neutral Adviser or the Neutral Adviser is unable or unwilling to act, either party may within fourteen days from the date of the proposal to appoint a Neutral Advisor or within 14 (fourteen) days of notice to any party that he or she is unable or unwilling to act, apply to appoint a Neutral Adviser. The parties shall within 14 (fourteen) days of the appointment of the Neutral Adviser meet with him or her in order to agree a programme for the exchange of any relevant information and the structure to be adopted for the negotiations. All negotiations connected with the dispute shall be conducted in confidence and without prejudice to the rights of the parties in any future proceedings. If the parties accept the Neutral Adviser’s recommendations or otherwise reach agreement on the resolution of the disputes, such agreement shall be set down in writing and, when signed by their duly authorised representative, shall be binding on the parties. Failing agreement, either of the parties may invite the Neutral Adviser to provide a non-binding opinion in writing. Such opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings commenced pursuant to the terms of these Terms without the prior written consent of the parties.

13.Assignment

13.1
Neither party shall assign the whole or any part of these Terms without the prior written consent of the other party, such consent not to be unreasonably withheld, however either party shall be entitled to assign these Terms to any entity that purchases the shares or assets of that party as the result of a merger, takeover or similar event, unless such acquiring entity is a competitor of the non-assigning party.

14.Communication & Notices

14.1
Notices or proceedings relating to a dispute shall be given by post addressed to the other party at its registered office or principal place of business as may at the relevant time have been notified. Other notices required to be given by either party to the other under the terms of these Terms may be given in writing by post or by email. Where such notice is given by email it shall be sent to the registered email address provided to Intelligent Visual Communication by the Client.

14.2
Any such notice shall be deemed to have been received: (a) if delivered personally, at the time of delivery; (b) if sent by post within the United Kingdom, 2 (two) Working Days after posting; and (c) if sent to any other country within 5 (five) Working Days after posting; provided that if deemed receipt occurs before 9am or after 5pm on a Working Day then the notice shall be deemed to have been given on the next Working Day.

15.General

15.1
Except where otherwise expressly stated herein, these Terms constitute the entire agreement between the parties relating to the subject matter of these Terms and, supersedes any previous agreement or understanding whatsoever whether oral or written relating to the subject matter of these Terms. In the event of any conflict between these Terms and the terms contained in the Order Form, the Order Form shall prevail.

15.2
Intelligent Visual Communication may at its reasonable discretion, change or modify the Terms or Services to comply with a change in any applicable law upon giving the Client 30 (thirty) days’ notice of the same either by email or notification on the website. Within a further 14 (fourteen) days from the expiry of such 30 (thirty) days’ notice, the Client may notify Intelligent Visual Communication in writing that it wishes to terminate these Terms with effect from the date of any proposed change to the Terms or Services. Intelligent Visual Communication may then choose to either accept the notice of termination from the Client, alter the Terms or Service or withdraw its notice to the Client. If no such notice is received from the Client, the Client shall be deemed to have accepted the changes made by Intelligent Visual Communication.

15.3
Each party warrants to the other that it has the power and authority: (a) to enter into these Terms; and (b) to perform its obligations under these Terms.

15.4
These Terms shall not be deemed to create any partnership or employment relationship between the parties.

15.5
Nothing contained in these Terms is intended to be enforceable by any third party pursuant to any rights that such third party may have under applicable law or otherwise.

15.6
No act, failure or delay to act, or acquiescence by Intelligent Visual Communication or the Client in exercising any of its rights under these Terms shall be deemed to be a waiver of that right or in any way prejudice any right of Intelligent Visual Communication or the client under these Terms, and no waiver by Intelligent Visual Communication of any breach of these Terms by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision. Any waiver or relaxation whether partly or wholly of any of the terms or conditions of these Terms shall be valid only if in writing and signed by or on behalf of Intelligent Visual Communication and shall apply only to a particular occasion and shall not be continuing and further shall not constitute a waiver or relaxation of any other terms or conditions of these Terms.

15.7
If any provision of these Terms is held by any court or other competent authority to be unlawful, invalid or unenforceable in whole or in part, the provision shall, to the extent required, be severed from these Terms and rendered ineffective as far as possible without modifying the remaining provisions of these Terms, and shall not in any way affect any other circumstances of or the validity or enforcement of these Terms.

16.Jurisdiction and Applicable Law

16.1
Each party agrees to: (a) these Terms being subject to the applicable law set out in clause 16.2 below, without regard to choice of law or conflict of law rules; and (b) the exclusive jurisdiction of the applicable courts set out in clause 16.2 below to determine any disputes arising under the Terms.

16.2
If the Client signing the Order Form is registered in: (a) any EU country or any country outside of North America the governing law shall be the laws of England and Wales and the courts of England shall have exclusive jurisdiction; (b) any country within North America the laws of the state of Delaware, USA and the courts of the state of Delaware, USA shall have exclusive jurisdiction.

17.Export Restrictions

17.1
The Services, content, and other technology that Intelligent Visual Communication makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied party list. The Client shall not permit users to access or use any Service or content in a U.S. embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.

For more information, please contact Intelligent VC at hello@intelligentvc.co.uk or call 020 8736 0036.

Agreements signed before August 2016

Intelligent VC Limited terms of services 
for the use of Intelligent VC email marketing services (from 29/10/08)

YOU AGREE TO BE BOUND BY THESE TERMS BETWEEN YOU (“THE CLIENT”) AND Intelligent VC Limited whose registered office is at Middlesex House, 29 – 45 High Street, Edgware, Middlesex HA8 7UU Company Registration No. 7000906, which sets out the terms and conditions (“Terms”) governing your use of the Intelligent VC system and Services. YOU MAY NOT USE THE INTELLIGENT VC SERVICE UNLESS YOU AGREE TO BE BOUND BY THESE TERMS.

1. Interpretation

1.1
In these Terms: ‘data controller’, ‘data processor’, ‘data subject’, ‘personal data’ and ‘processing’ shall have the meanings ascribed to them in the Data Protection Act 1998 or such other legislation as may supersede this Act; “Agreement” means the contract formed between You the Client and Intelligent VC by Your use of the Services and agreement to pay the Charges subject to these Terms or as otherwise agreed in writing; “Charges” means Intelligent VC’s charges for the Services which shall be either on the Pay Per Send or Monthly Plan basis, and as agreed between the parties and (a) set out on the attached schedule; or (b) specified at www.intelligentvc.co.uk together with such other additional charges as may be agreed between the parties from time to time; “Client” is You, the legal entity to whom Intelligent VC is providing the Services pursuant to these Terms; “Intellectual Property” means any and all patents, copyrights (including future copyrights), design rights, trade marks, service marks, domain names, trade secrets, know-how, database rights, and all other intellectual property rights, whether registered or unregistered, and including applications for any of the foregoing and all rights of a similar nature which may exist anywhere in the world and provided by or owned by Intelligent VC Limited in or arising out of the Intelligent VC business model, the Intelligent VC Material, the Intelligent VC Trade Mark or the provision of the Services; “Material” means written documentation and content verbal, electronic and other information, databases, computer software (including the Software), designs, drawings, pictures or other images (whether still or moving), the Site, sounds or any other record of any information in any form; ‘Pay Per Send’ means the option of paying for the services based on the number of emails sent by Intelligent VC on behalf of the Client as more particularly detailed on Intelligent VC’sTM Site; “Services” means the provision of the Intelligent VC data processing services and Software whereby: (a) Intelligent VC provides the Software to manipulate the personal data collected; (b) Intelligent VC provides the facilities for the Client to send emails to data subjects who have expressly consented to the Client sending them such emails; and (c) Intelligent VC provides facilities for the Client to export the personal data together with such other services agreed between Intelligent VC and the Client from time to time or ancillary to the services detailed above; “Site” means Intelligent VC’s website from which the Services can be accessed; “Software” means Intelligent VC’s data management and manipulation software which is made available for use by Intelligent VC to the Client over the internet as part of the Services; ‘Intelligent VC’ means Intelligent VC Limited (company number: 3762341, registered in England)
whose registered office is c/o, 4 Fielders Way, Shenley, Herts WD7 9EY; “Trade Mark” means the ‘Intelligent VC’ unregistered trade mark and logo and any future registration of either of these marks or any similar mark or branding of Intelligent VC or any 3rd parties provided or used as a part of these services or any application for registration anywhere in the world; and “Monthly Plan”means a fixed tariff pricing for the Services where the Client may send up to a specified number of emails for a fixed price as more particularly detailed on Intelligent VC’sTM Site.

1.2
Any reference in these terms to ‘writing’ or related expressions includes a reference to email, communications via websites and comparable means of communication.

1.3
Except where the context requires otherwise: the singular includes the plural and vice versa; a reference to one gender includes all genders; and words denoting persons include firms and corporations and vice versa.

1.4
Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to what most nearly approximates in that jurisdiction to the English legal term.

2. Supply of the Services

2.1
Subject to early termination and payment of the Charges in accordance with this Agreement, Intelligent VC shall provide the Services to the Client for the duration of this Agreement.

2.2
Intelligent VC warrants that it will not disclose any personal data to any business, organisation or individual without the Client’s prior express consent, unless required or permitted by law.

2.3
Intelligent VC uses a third party to host the application servers and to provide communication services. Intelligent VC will use all reasonable endeavours to ensure the third party undertakes to provide its services to generally accepted industry standards. Intelligent VC does not warrant that the Services will be uninterrupted, error, bug or virus free or that the delivery of emails will be without delay but will use all reasonable endeavours to maintain an uninterrupted service during core working hours (08.30 to 18.30, Monday to Friday UK local time excluding statutory holidays).

2.4
It may be necessary to temporarily suspend the Services from time to time to carry out maintenance of equipment. Intelligent VC will provide the Client with as much notice a possible of temporary suspensions of the Services and where possible any such planned suspensions will take place outside of core working hours in order to minimise disruption to the services provided to the Client. Services may also be suspended (in whole or in part) where Intelligent VC or the third party host is obliged to comply with an order, instruction or request of government, a court or other competent administrative authority or an emergency service organisation .

2.5
Intelligent VC will process information about the Client in accordance with its privacy policy which is available at www.intelligentvc.co.uk. By using the Site, the Client consents to such processing and warrants that all data provided by the Client is accurate.

2.6
Where the Site contains links to other sites and resources provided by third parties, these links are provided for the Client’s information only. Intelligent VC has no control over the availability or content of such other sites or resources, and accepts no responsibility or liability for them or for any loss or damage that may arise from the Client’s use of third party sites or Materials.

The delivery of emails to the recipient cannot be guaranteed and is dependant upon accurate and up to date email addresses, upon suitable internet availability and connectivity, on various anti spam and junk mail policies adopted by the recipients’ email service providers as well as restrictions regarding the content, wording and graphics of an email. The basis of defining ‘spam’ or ‘junk’ mail is constantly changing. Whilst Intelligent VC will assist the Client with the provision of tools and up to date guidance on how to maximise the delivery rate of emails, Intelligent VC makes no representations or warranties whatsoever about the speed or proportion of emails sent that will be delivered.

3. Charges

3.1
The Client shall pay the Charges for the Services as set out in the Charges schedule or in accordance with the payment terms agreed with Intelligent VC. Payment shall be made in pounds Sterling.

3.2
Intelligent VC may alter the level of Charges or the payment terms from time to time on not less than 30 days’ notice by email or notification on the website. Within 30 days of receiving such notice the Client may notify Intelligent VC in writing that it wishes to terminate this Agreement with effect from the date of any proposed change in the Charges. Intelligent VC may then either terminate this Agreement or withdraw its notice of the proposed changes to the Charges and/or the payment terms in which latter case the Agreement will not terminate as a result of the Client’s notice. If no such notice is received from the Client, the Client shall be deemed to have accepted the changes proposed by Intelligent VC.

3.3
All Charges quoted to the Client for the provision of the Services are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time.

3.4
Intelligent VC will invoice the Charges on a monthly basis on the last day of each calendar month.

3.5
Payment of the Charges may be made by cheque or bank transfer. At some future date Intelligent VC may offer the option to clients to pay by direct debit and relevant terms and conditions for such payment method will be issued at the appropriate time.

3.6
Subject to any separate agreement in writing between the parties from time to time, the Charges and any additional sums payable shall be paid by the Client (together with any applicable Value Added Tax, and without any set off or other deduction) to Intelligent VC within 14 days of the date of each invoice. Time for payment is of the essence.

3.7
No payment shall be deemed to have been made until Intelligent VC has received such payment in cleared funds.

3.8
If the Client fails to pay Intelligent VC any Charges due pursuant to this Agreement, then without limiting any other rights it may have or its rights under the Late Payments of Commercial Debts (Interest) Act 1998, Intelligent VC shall be entitled to charge interest (both before and after any judgement) on the outstanding amount at the rate of 8.5% above the base rate of Barclays Bank plc from time to time, accruing on a daily basis and compounded quarterly, from the due date until the outstanding amount is paid in full. Any costs incurred can be recovered in full.

3.9
If the Client fails to pay any sums due within 14 days (subject to any separate agreement in writing between the parties from time to time) of the date of each invoice, Intelligent VC retains the right to disable the account and suspend the provision of the Services until such time as any outstanding invoices have been settled in full in cleared funds.
In the event of an invoice being disputed by the Client for valid and reasonable grounds Intelligent VC may agree to continued provision of the Services for a further 14 days whilst discussions take place to resolve the basis of the dispute. Where there have been previous unfounded disputes over invoices with the Client Intelligent VC may at its discretion suspend the Services to the Client without allowing any 14 day extension for resolution of the dispute. If the Customer disputes any portion of an invoice based upon usage of the Services, Intelligent VC’’s records of such usage shall be presumed to be accurate unless proved otherwise by an independent expert.

Intelligent VC reserves the right carry out credit checks on Clients, and initially to provide a restricted Service limiting the initial send volumes of emails based on the results of such credit checks. Intelligent VC also reserves the right to apply lower limits to Clients or to request payments of Charges in advance during the provision of the Services if a Client’s credit rating reduces.

3.10
In the event of an invoice being disputed by the client for valid and reasonable grounds Intelligent VC will normally agree to continued provision of the service for a further 14 days whilst discussions take place to resolve the basis of the dispute. Where there have been previous unfounded disputes over invoices Intelligent VC may at its discretion suspend the service to the client without allowing the 14 day extension for resolution of the dispute.

3.11
In the event of a breach of clause 5.2 Intelligent VC will immediately suspend the service to the client. Any amounts due up to the point of suspension will remain due and payable as if no suspension had occurred.

4. Data, Data Protection & Indemnity

4.1
The Client is the data controller in respect of any personal data that Intelligent VC processes in the course of providing Services. The personal data is derived from that provided by the Client and is not checked or monitored by Intelligent VC and, accordingly, Intelligent VC has no liability or responsibility for the accuracy, contents or use of such personal data.

4.2
Intelligent VC uses a third party to store data (including personal data) and to back it up. That third party shall be contracted to provide storage and back up services to an acceptable industry standard. However, Intelligent VC has no responsibility or liability for the storage or back up of client data and although third party back-ups shall be carried out at regular intervals (at least daily), the Client has full responsibility to make its own back-up of such data if required, particularly if it adds a significant amount of data over a short time period. Intelligent VC shall have no liability for any loss or damage, however caused, arising from any loss of data.

4.3
It is a condition of this Agreement that the Client complies with all applicable data protection and communications legislation (including without limitation, if located in the European Economic Area “EEA”, any locally applicable legislation giving effect to EC Directive 95/46/EC and EC Directive 2002/58/EC such as the provisions of the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003). In particular, the Client shall: (a) if located or operating in the EEA, ensure that it is appropriately registered; (b) take appropriate organisational and technical measures against unauthorised or unlawful processing; (c) obtain appropriate express, specific and informed consent when obtaining the personal data from data subjects; (d) keep full records of its customers opt-in/opt-out choices regarding unsolicited emails; (e) if located or operating in the EEA, only transfer personal data outside the EEA with, and only to the extent of, any express and informed written consent of the relevant data subject; (f) with reasonable written notice provide Intelligent VC with documentary evidence of compliance with this clause 4.3 and should such written evidence not be available shall permit Intelligent VC to appoint an appropriate professional organisation to conduct a compliance audit. The client shall grant the appointed professional reasonable access only to those premises and systems necessary for the purpose of this audit upon being given reasonable notice.

4.4
The Client shall fully indemnify and keep indemnified Intelligent VC against any losses, claims, fines, damage or expenses (including reasonable legal and
professional expenses) (whether direct, indirect or consequential) arising as a result of or in connection with any breach of this clause 4 and/or any applicable data protection legislation.

Intelligent VC shall not use the Client data or materials except for the provision of Services as set out in this Agreement or as required by law, regulation or regulatory body or any court of competent jurisdiction. Intelligent VC shall at all times comply with its obligations under the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003.

5. Client’s Obligations & Indemnity

All marketing communications in the UK are governed by the Committee of Advertising Practice (CAP) Code, which is enforced by the Advertising Standards authority. Full details of which can be found at www.cap.org.uk.

The general principles of this code are that the content of any marketing email should be:
Legal
Decent
Honest
Truthful
Prepared with a sense of responsibility to consumers and society In line with the principles of fair competition

Some specific sections of the code, which may be relevant to email marketing include:
Marketers, publishers and owners of other media should ensure that marketing communications are designed and presented in such a way that it is clear that they are marketing communications. Unsolicited e-mail marketing communications should be clearly identifiable as marketing communications without the need to open them.

E-mail and mobile marketing communications should contain the full name and a valid address (e.g. an email address) of the marketers to which recipients can send opt-out requests.
Before distributing or submitting a marketing communication for publication, marketers must hold documentary evidence to prove all claims, whether direct or
implied, that are capable of objective substantiation… The adequacy of evidence will be judged on whether it supports both the detailed claims and the overall impression created by the marketing communication.

Marketing communications should contain nothing that is likely to cause serious or widespread offence. Particular care should be taken to avoid causing offence on the grounds of race, religion, sex, sexual orientation or disability. Compliance with the Code will be judged on the context, medium, audience, product and prevailing standards of decency.
E-mail and mobile marketing communications should contain the full business name, registered office and Company registration number of the sender and must provide a valid mechanism for the recipients request to be unsubscribed.

5.1
It is a condition of the provision of these Services that the Client agrees to follow the CAP code in all marketing communications and that the reputation, goodwill and brand of Intelligent VC and all Intelligent VC Limited brands are fully preserved and protected and, the Client shall not: (a) use the Services in any way so as to bring the Services or Intelligent VC into disrepute; or (b) use the Services to send unsolicited or unauthorised advertising, promotional material, ‘junk mail’, ‘spam’, ‘chain letters or pyramid Schemes, offensive adult services, pornographic material, pornographic images, communications promoting email address data lists or any other form of solicitation to any data subjects or third party; or (c) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content or materials transmitted through the Intelligent VC Services; d) use the Services in a manner which is unlawful, harmful, threatening, abusive, harassing, tortuous, indecent, obscene, libellous, menacing or invasive of another persons privacy; or (e) use the Services in a manner which infringes the Intellectual Property, proprietary or personal rights of any third party, including data subjects; or (f) misuse the Site by introducing viruses, trojans, worms, logic bombs or other material which is technologically harmful; or (g) attempt to gain unauthorised access to the Site or Services, the server on which the Site or Services are stored or any server, computer or database connected to the Site or Services; or (h) attack the Site or Services via a denial-of-service attack or a distributed denial-of service attack.
Intelligent VC monitors the content of emails created by the Client and may at its discretion suspend the service if it believes that the Client is in breach of clause 5.1.

5.2
For avoidance of doubt it is an express condition of this agreement that the client will not use the Intelligent VC service to send email communications advertising or promoting email lists or services supporting unsolicited bulk email.

Any Client who uses the Services to promote or advertise email lists or services supporting unsolicited bulk email will have their account disabled with immediate effect and no refund of licence fees or other payments to Intelligent VC will be made.

Unsolicited bulk email support services may include but are not limited to: Services providing service to known spam operations listed on ROKSO, services providing ‘bullet-proof hosting’ for spam service purposes, services obfuscating or anonymising spam senders, services selling or providing hosting for the sales or distribution of
spamware or address lists, and networks knowingly hosting spammers as either stated or de facto policy.

We at Intelligent VC firmly believe that email marketing must be built upon a foundation of good practice and permission.

We also believe that the subscriber must be given the means to control the frequency, which businesses communicate with them and must be given clear and unambiguous means to unsubscribe from further emails.

We therefore make it a condition of this Agreement that the Client agrees: (a) to comply, and to ensure that all its use of the Services complies, in all respects, with all applicable legislation, regulations, directions, codes of practice, best practice guides (including, without limitation, the DMA best practice guides, The Committee of Advertising Practice Code, the Spamhaus best practice guides) and other rules and guidelines, mandatory or otherwise, promulgated from time to time by governments, regulators and/or email User Groups acknowledged both UK and worldwide (collectively, Codes); (b) that where Intelligent VC is notified that a Client is or has been in breach of any Codes, Intelligent VC shall be entitled to act on any request or recommendation for access to be barred to such Services and for such periods in each case as are reasonable; (c) to provide all reasonable assistance to Intelligent VC in connection with Intelligent VC’s compliance with any requirements or conditions which are at any time imposed by law or any regulator or appropriate User Group which are applicable to or affect the Services; and (d) to provide, Intelligent VC, relevant authority, User Group or regulator with such information or material relating to the Services or a future service as it may reasonably request in order to carry out any investigation in connection with the Services.
In the event of a breach of applicable legislation, regulations, directions, codes of practice, best practice guides and other rules and guidelines Intelligent VC will review the circumstances leading to the breach and may in its absolute discretion (taking account of the clients track record of using the services) either terminate the agreement or reactivate the services subject to the client providing documentary evidence the breach was caused inadvertently and while acting in good faith and that appropriate steps have been taken to prevent any further reoccurrences.

5.3
The Client will keep its password and other access details for use with the Services confidential and restricted to those members of staff who need to know such details and shall ensure all such staff are aware of the confidential nature of such information and treat it accordingly. The Client shall notify Intelligent VC immediately if it believes that such information is no longer secret. The Client is solely responsible for all activities that occur under the Client’s password or account.

5.4
Intelligent VC does not accept and shall have no responsibility or liability for the content of any emails sent using the Services or for sending them to the recipients in accordance with this Agreement and the Client agrees to indemnify fully and keep indemnified Intelligent VC against any losses, claims, fines, damages and expenses (including reasonable legal and professional expenses) of whatsoever nature (whether direct, indirect or consequential) arising as a result of or in connection with any breach by the Client of this clause 5 and/or any applicable legislation.

5.5
Without prejudice to its other rights in this Agreement Intelligent VC reserves the right to remove any item placed on the Site or included in any emails forming part of the Services or any other item or material made available via the Services by the Client at any time and without notice.

6. Ownership & Use of the Intellectual Property Rights

6.1
The Client acknowledges and Intelligent VC warrants that is the proprietor of the Intellectual Property in the Services and Materials.

6.2
Intelligent VC hereby grants to the Client a personal, non-exclusive and non- transferable licence to use the Materials and the Trade Mark for the duration of this Agreement for its own business purposes and strictly on these Terms.

6.3
Use of the Materials is on the following terms: (a) “use” of the Materials shall be restricted to use over the internet and for the purpose of utilising the Services only; (b) the Client shall have no right to copy, translate, reproduce, adapt, reverse engineer, decompile, disassemble, create derivate works or modify the Materials in whole or part except as permitted by law; (c) the Client shall have no right to sell, rent, lease, transfer, assign or sub-licence the Materials to any third party; (d) the Client shall have no right to make any representations, warranties or guarantees with regard to the Materials or Intelligent VC; and (e) the Client acknowledges that the Materials will not be treated as goods within the meaning of the Sale of Goods Act 1979.

6.4
The Client undertakes not knowingly to do or permit to be done any act which would or might jeopardise, affect or invalidate any registration of the Intellectual Property, or application for such registration, nor to do any act which might assist or give rise to
an application to remove any of the Intellectual Property from an official register or which might prejudice the right or title of Intelligent VC to the Intellectual Property.

6.5
All use of the Intellectual Property by the Client shall be for the benefit of Intelligent VC and any goodwill which may accrue to the Client from its use of the Intellectual Property or the Materials shall be assigned to Intelligent VC at its request at any time whether during or after the term of this Agreement.

6.6
The Client shall only use the Trade Mark or any Intelligent VC branding in the form stipulated by Intelligent VC from time to time and shall observe all directions given by Intelligent VC as to colours and size and representations of the Trade Mark and branding and their manner and disposition on the Client’s products, packaging, labels, wrappers and any accompanying leaflets, brochures or other material. The Client shall be responsible for ensuring that all other requirements relating to labelling, packaging, advertising, marketing and other such matters are complied with.

6.7
The use of the Trade Mark by the Client shall at all times be in keeping with and seek to maintain its distinctiveness and reputation as determined by Intelligent VC and the Client shall cease any use to the contrary as Intelligent VC may require.

6.8
The Client shall not use any mark or name confusingly similar to the Trade Mark in respect of any of its goods or use the Trade Mark as part of any corporate business or trading name or style.

6.9
The foregoing obligations as to Intellectual Property rights shall remain in full force and effect notwithstanding any termination of this Agreement.

6.10
The Client shall as soon as it becomes aware thereof give Intelligent VC in writing full particulars of any use or proposed use by any other person, firm or company of a trade name, trade mark or get up of goods or mode of promotion or advertising which amounts or might amount either to infringement of Intelligent VC’s rights in relation to the Intellectual Property or to passing off.

6.11
If the Client becomes aware that any other person, firm or company alleges that the Trade Mark is invalid or that use of the Trade Mark infringes any rights of another party or that the Trade Mark is otherwise attacked or attackable the Client shall as soon as reasonably possible give Intelligent VC full particulars in writing thereof and shall make no comment or admission to any third party in respect thereof.

6.12
Intelligent VC shall have the conduct of all proceedings relating to the Intellectual Property and shall in its sole discretion decide what action if any to take in respect of any infringement or alleged infringement of the Intellectual Property or passing off or any other claim or counterclaim brought or threatened in respect of the use or registration of the Intellectual Property. The Client shall not be entitled to bring any action relating to the Intellectual Property in its own name.

6.13
The Client undertakes to indemnify and keep indemnified Intelligent VC against all losses, claims, fines, damages and expenses (including reasonable legal and professional expenses) of whatsoever nature (whether direct, indirect or consequential) arising as a result of or in connection with any infringement by the Client of Intelligent VC’s rights in respect of any Intellectual Property.

7. Confidentiality

7.1
Subject to clause 7.2, neither party shall disclose at any time to any third party any information relating to the other party including information relating to: (a) Intellectual Property, software (including the Software), materials (including the Materials), products, systems, operations, processes, plans or intentions, product information, know-how and market opportunities; and (b) business, identity and affairs and the business, identity and affairs of its directors, officers, employees, customers and potential customers, suppliers, agents, or subcontractors and the like, which comes into the possession of the other party as a result of or in connection with the performance of this Agreement. Any bespoke amendments to these Terms agreed separately with the Client are also confidential.

7.2
The provisions of clause 7.1 shall not apply to any information which (a) is in or enters the public domain other than by a breach of clause 7.1; or (b) is in the possession of the receiving party without restriction in relation to disclosure before the date of its receipt in connection with this Agreement; or (c) is obtained from a
third party who is lawfully authorised to disclose such information and is provided to the receiving party without any obligation of confidentiality; or (d) is authorised in advance for release by the disclosing party.

7.3
The foregoing obligations as to confidentiality shall remain in full force and effect notwithstanding any termination of this Agreement.

8. Intelligent VC ‘s Warranties and Liability

8.1
Intelligent VC warrants to the Client that the Services will be provided using reasonable care and skill.

8.2
Nothing in this Agreement shall limit or exclude either party’s liability for death or personal injury howsoever caused or for fraud.

8.3
Intelligent VC shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Material, which is incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form.

8.4
Without prejudice to clause 8.2 and save as expressly provided in these Terms, Intelligent VC shall not be liable to the Client by reason of any representation (unless fraudulent), or any duty at common law (including negligence), or under the express terms of this Agreement, for: (a) loss of profit; (b) loss of revenue; (c) loss of savings or anticipated savings; (d) loss of data; (e) loss of use of software or data; (f) loss or waste of management or staff time; and/or (g) any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Intelligent VC, its servants or agents or otherwise) in each case which arise out of or in connection with the provision of the Services or their use by the Client.

8.5
Without prejudice to clause 8.2, the entire liability of Intelligent VC under or in connection with this Agreement shall not exceed the amount of the Charges received by Intelligent VC from the Client in the 12 month period immediately preceding the
act or omission in respect of which any claim by the Client is brought under this Agreement.

8.6
The entire risk as to use and performance of the Services and Materials or the information therein or derived there from is with the Client. Accordingly, Intelligent VC does not warrant that the Services or Materials will meet the Client’s requirements. Except as expressly stated in this Agreement, the Services and Materials are provided on an “AS IS” basis only. Accordingly and to the maximum extent permitted by applicable law, Intelligent VC hereby disclaims all warranties and conditions, whether express, implied or statutory, regarding the Services and Materials, including, but not limited to, any warranty of merchantability, satisfactory quality or fitness for a particular purpose.

8.7
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liability. Accordingly, some of the exclusions of warranties and/or the limitations and exclusions of liability may not apply to the Client.

9. Force Majeure

Neither party shall be responsible to the other in circumstances where some or all of the obligations (except for the obligation for the payment of Charges) under this Agreement cannot be performed due to circumstances outside the reasonable control of the defaulting party including, without limitation, an Act of God, change in legislation, fire, explosion, flood, accident, strike, lockout or other industrial dispute, war, terrorist act, riot, civil commotion, failure of public power supplies, failure of communication facilities, default of suppliers or sub-contractors, or the inability to secure computer processing facilities (including those of the necessary quality or security), obtain materials or supplies and, in all cases, the inability to do so except at increased prices (whether or not due to such causes). However, if such circumstances persist for more than 28 days, the non-defaulting party may terminate this Agreement and all Charges due to Intelligent VC up to the date of termination shall become due.

10. Suspension and Termination

10.1
Intelligent VC may suspend the provision of Services in accordance with the provisions of clause 3.9 and 3.10 above.

10.2
Intelligent VC may suspend the provision of Services to the Client if its account remains inactive for a period of 13 months or more.

10.3
Intelligent VC may suspend the Services (or any part thereof) at any time without notice if in the reasonable opinion of Intelligent VC the use of the Services by the Client damages, or threatens, to damage the security or stability of the Site, Software, and/or services provided by Intelligent VC to other clients, or damages the reputation and goodwill of Intelligent VC due to the actions of the Client, and this shall include any use of the email services by the Client.

10.4
Intelligent VC may suspend or terminate (at Intelligent VC’s reasonable discretion) this Agreement (and Services) forthwith on giving written notice if:(a) notwithstanding sub-clause (b) below, the Client breaches its obligations under clauses 4.3, 4.4 or 5.1 to 5.4 inclusive; or (b) if the Client commits any breach of these Terms and (if capable of remedy) fails to remedy the breach within 14 days after being required by written notice so to do; or (c) if the Client becomes insolvent or bankrupt, enters into an arrangement with creditors, has a receiver or administrator appointed or its directors or shareholders pass a resolution to suspend trading, wind up or dissolve the Client other than for the purposes of amalgamation or reconstruction or it ceases, or threatens to cease, trading.

10.5
Any termination of this Agreement for any reason shall be without prejudice to any other rights or remedies a party may be entitled to at law or under this Agreement and shall not affect any accrued rights or liabilities of either party nor the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination including the warranties and indemnities contained in this Agreement.

10.6
The term of any Monthly Plan agreement is a minimum of 12 months and payment for the full twelve month term will be due even if the Client terminates the Agreement prior to the expiry of the full term. Any Client wishing to cancel a Monthly Plan must serve at least one month’s notice prior to the contract anniversary. Thereafter, a client may cancel at anytime, by providing 30 days written notice. A client may upgrade their Monthly Plan to a higher level account at any time. A client may only downgrade their Monthly Plan to a lower level account on the anniversary date of the Monthly Plan. Clients who opt for a Pay Per Send contract have no minimum contract period and may terminate with one month’s notice at any time.

10.7
The period during which we may suspend the Services will continue until the circumstances giving rise to our right to suspend the Services ceases to subsist or until this Agreement is terminated in accordance with these terms.

10.8
In the event we take action under this asection, you will continue to be obliged to pay any Charges owing or that arise during the period when the Service is suspended.

10.9
Where the provision of Services to the Client has been suspended Intelligent VC reserves the right to charge a £30.00 (thirty pounds) administration fee for reconnection or any resumption of the provision of the Services.

11. Effects of termination

Upon termination of this Agreement for whatever reason: (a) there shall be no refund of any element of the Charges; (b) all unpaid Charges shall become immediately due (including on a pro rata basis where part of a periodic charge which is charged in arrears is due); (c) Intelligent VC will be under no obligation to retain any data (including personal data); and (d) the Client shall cease using the Trade Marks, any Intelligent VC branding and the Materials.

12. Disputes

12.1
In the event of any dispute arising between the parties in connection with this Agreement, senior representatives of the parties shall, within 10 days of written notice being given by either party to the other, meet in good faith at a reasonable venue within 15 miles of Central London in an effort to resolve the dispute.

12.2
Any proceedings relating to any dispute shall take place in England and shall be conducted in the English language.

13. Transfer and Sub-contracting

13.1
Intelligent VC may at its reasonable discretion and upon reasonable prior notice to the Client assign, transfer, sub-contract or deal in any other manner with all or any of its rights under this Agreement or any part thereof to a third party. If after two months the Client can demonstrate with specific examples that the standard of the Services is materially and consistently worse than prior to such assignment the Client may terminate this Agreement on providing one month’s written notice.

13.2
The Client may not assign, sub-contract, sub-licence or otherwise transfer any rights or obligations under this Agreement or any part thereof without the prior consent in writing of Intelligent VC.

14. Communication & Notices

14.1
Valid notices may be sent by email by either Party, The Client hereby undertakes to have, and keep Intelligent VC informed of, a valid and regularly monitored contact email address for the duration of this Agreement. The Client will be deemed to have accepted notices sent to this contact email address and Intelligent VC may act on that basis. Unless otherwise notified to the Client Intelligent VC’s contact email address is support@Intelligentvc.co.uk

14.2
Notices or proceedings relating to a dispute shall be given by post addressed to the other party at its registered office or principal place of business as may at the relevant time have been notified. Other notices required to be given by either party to the other under the terms of this agreement may be given in writing by post or by email.

14.3
Any such notice shall be deemed to have been received: (a) if delivered personally, at the time of delivery; (b) if sent by post within the United Kingdom, 2 Business Days after posting; and (c) if sent by airmail 5 Business Days after posting; Providing that if deemed receipt occurs before 9am or after 5pm on a Business Day then the notice shall be deemed to have been given on the next Business Day. For the purposes of this clause on a “Business Day” means any day which is not a Saturday, Sunday or a public holiday in England and/or the place to which the notice is sent

15. General

15.1
The Agreement constitutes the entire agreement between the parties relating to the subject matter of this Agreement and, supersedes any previous agreement or understanding whatsoever whether oral or written relating to the subject matter of this Agreement Nothing in this clause 15.1 or any other provision in this Agreement shall operate to exclude or limit either party’s liability for fraud.

15.2
Intelligent VC may at its reasonable discretion, change or modify the Terms or Services upon giving the Client 30 days’ notice of the same either by email or notification on the website. Within 14 days of receiving such notice the Client may notify Intelligent VC in writing that it wishes to terminate this Agreement with effect from the date of any proposed change to the Terms or Services and Intelligent VC may then choose to alter the Terms or Service or withdraw the notice. If no such notice is received, the Client shall be deemed to have accepted the changes made by Intelligent VC.

15.3
Each party warrants to the other that they have the power and authority to enter into this Agreement and perform its obligations under this Agreement.

15.4
The Agreement shall not be deemed to create any partnership or employment relationship between the parties.

15.5
Save for any holding company, subsidiary or associated company of Intelligent VC and any proprietor of the Intellectual Property, a person who is not party to this Agreement shall have no rights (under the Contracts (Rights of Third Parties) Act 1999) or otherwise to enforce any term of this Agreement and the provisions of that Act are hereby expressly excluded. For the purposes of this clause, the words “subsidiary” and “holding company” have the meanings given to them by section 736 of the Companies Act 1985 (as amended).

15.6
No act, failure or delay to act, or acquiescence by Intelligent VC or the client in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right or in any way prejudice any right of Intelligent VC or the client under this Agreement, and no waiver by Intelligent VC of any breach of this Agreement by the Client shall be considered as a waiver of any subsequent breach of the same or any
other provision. Any waiver or relaxation whether partly or wholly of any of the terms or conditions of this Agreement shall be valid only if in writing and signed by or on behalf of Intelligent VC and shall apply only to a particular occasion and shall not be continuing and further shall not constitute a waiver or relaxation of any other terms or conditions of this Agreement.

15.7
If any provision of this Agreement is held by any court or other competent authority to be unlawful, invalid or unenforceable in whole or in part, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

15.8
This Agreement and these terms are subject to the laws of England and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.

For more information, please contact Intelligent VC at hello@intelligentvc.co.uk or call 020 8736 0036.

Web Design & Build Terms and Conditions

These Terms and Conditions will apply to and govern all Contracts under which Intelligent VC LTD agrees to supply website design, content management systems, website hosting, domain name services or other associated services.

Acceptance of new commissions 

The acceptance of a commission shall be deemed as a contractual agreement between the client and Intelligent VC LTD.

Provision of, and Rights to, Material 

1. It is the client’s responsibility to ensure that any website content is lawful and appropriate.

2. Any material provided by the client in relation to the production of the website will remain the client’s property.

3. Design and programming of all databases, source codes, html, photographs and graphics created by Intelligent VC LTD are and remain the intellectual property of Intelligent VC LTD. Once full payment has been received from the client, the client will have a non-exclusive, non-transferable licence to use, but not edit, the same within their website only.

4. The client is ultimately responsible for checking the accuracy of site content.

Website Hosting 

1.Intelligent VC LTD provides website hosting via a third party. Whilst it will endeavour to provide a professional and reliable service to the client at all times Intelligent VC LTD does not guarantee that the website or email will be available at all times and will not be liable for any losses incurred, costs, compensation or loss of earnings due to the website being unavailable.

2. Website Hosting renewal is due on an annual basis. No refunds are made for termination of hosting during the year.

3. Intelligent VC LTD does not provide client access to the hosting service where the hosting service is provided by Intelligent VC LTD.

4. Content management systems designed by Intelligent VC LTD may not be transferred from the hosting service provided by Intelligent VC LTD.

5. Websites with webcams may not be transferred from the hosting service provided by Intelligent VC LTD.

Domain Names 

1. Where Intelligent VC LTD registers a domain name on behalf of the client, Intelligent VC LTD does not guarantee that any particular requested domain name will be available until confirmation has been received from the naming authority.

2. In purchasing or renewing domain names on behalf of the client, Intelligent VC LTD is acting solely as the client’s agent and accepts no responsibility for the continuance or otherwise of that registered domain name.

3. Intelligent VC LTD provides no warranty that the domain name requested by the client will not infringe the rights of any third party and the client will indemnify Intelligent VC LTD in respect of any such infringements.

4. The client shall be responsible for all renewal fees relating to any domain names purchased on their behalf by Intelligent VC LTD, whether charged direct by the naming authority or by Intelligent VC LTD.

5. By registering a domain name through Intelligent VC LTD the client enters into a contract of registration with the registration authority relevant to that domain name and their terms and conditions will apply.

6. It is the responsibility of the client to ensure that registrant details are kept updated. In the event of a dispute the relevant naming authority for the type of domain held should be contacted and provided with full details of the complaint

Cancellation of Commissions 

1. If at any point during the website development process a client wishes to cancel, they may do so in writing only. In such event no deposit will be refunded, and Intelligent VC LTD will issue an invoice proportional to the amount of work completed on the commissioned site.

2. If the client fails to provide requested content in good time at any point in the website development process, Intelligent VC LTD may at its own discretion consider that the client wishes to cancel the commission as above.

Costs and Payment 

1. All invoices are due for payment a maximum of thirty days after the invoice date.

2. Late payment of invoices may result in suspension of the client’s hosting facilities until all outstanding invoices are cleared and/or in interest being applied to overdue invoices at the base rate of the Bank of England plus 5%.

3. Intelligent VC LTD reserves the right to change its standard charges at any time, without advance notification. Should its prices change, Intelligent VC LTD will honour existing quotations and commissions, but further commissions will be accepted at the new prices.

No Unlawful or Prohibited Use 

1. Any website or content management system or email service supplied by Intelligent VC LTD to the client may not be used in any manner or for any purpose that is unlawful or prohibited by these terms and conditions.

2. The client may not use any such website or content management system in a manner which could damage, disable, overburden, or impair the same or obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the same.

Use of Communication Services 

1. Where the website or content management system supplied by Intelligent VC LTD contains forums, editable web pages, calendars, and/or other message or communication facilities designed to enable communication with the public at large or with a group (collectively, “Communication Services”), Intelligent VC LTD has no obligation to monitor the Communication Services. However, Intelligent VC LTD reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Intelligent VC LTD reserves the right to terminate access to any or all of the Communication Services at any time without notice for any reason whatsoever.

2. Intelligent VC LTD does not control or endorse the content, messages or information found in any Communication Service and, therefore, Intelligent VC LTD specifically disclaims any liability with regard to the Communication Services and any actions resulting from the participation by the client, his agents or employees in any Communication Service.

General Disclaimers and Indemnities 

1. Whilst every effort will be made to ensure that websites, scripts and programmes are error free and accurate, Intelligent VC LTD cannot accept responsibility for any losses incurred due to malfunction of the website or any part of it.

2. Whilst Intelligent VC LTD endeavours to publish information on the Internet or on other media at a time and date agreed in advance with the client, Intelligent VC LTD cannot accept responsibility for any errors or omissions or for any loss, damage or injury arising from either early or late publication of information. Intelligent VC LTD shall not be held responsible for (a) any infringement of English Law (e.g. copyright, data protection, libel) arising from the publication on the Internet or any other medium of material supplied to Intelligent VC LTD for the purpose of publication (b) the content of web pages published by Intelligent VC LTD on behalf of the client, nor for any loss, damage or injury arising from the use of information contained within these web pages by any party. The client shall indemnify Intelligent VC LTD against any claim arising from such publication or use of information.

3. Where Intelligent VC LTD acts as an intermediary between the client and any other person or organisation, Intelligent VC LTD shall not be held responsible for any loss, damage or injury arising from any advice, transfer of information, transfer of property, financial transaction or any other activity between the client and any such person or organisation.

4. Intelligent VC LTD publishes information on the Internet using computers and communications networks which it does not own and over which it has no executive control. Intelligent VC LTD shall not be held responsible for any loss, damage or injury arising from failure of these computers and networks. Intelligent VC LTD shall not be held responsible for any loss, damage or injury arising from loss or corruption of data, whether deliberate or unintentional, whilst data is being transmitted over these networks, or processed or stored on these computers.

5. Whilst Intelligent VC LTD endeavours to ensure that its computer systems and storage media are kept clean of viruses and other malicious or data corrupting artefacts, Intelligent VC LTD shall not be held responsible for any virus or other artefact introduced to the client’s computers or other Information Technology systems, whether from Intelligent VC LTD or any other source nor for any loss, damage or injury arising from loss or corruption of data whilst it is held on computers or storage media owned by, or under the control of Intelligent VC LTD.

Liabilities 

Intelligent VC LTD shall not be liable for any loss or damage, including without limitation, any direct, indirect, special or consequential damages, expenses, costs, profits, lost savings or earnings, interruption to business activity, lost or corrupted data, or other liability arising out of, or related to the services provided by Intelligent VC LTD or arising out of its activities in website design, publishing, promotion or maintenance, website hosting, domain name registration, renewal or transfer or any other activities in Information Technology nor for any loss, damage or injury arising from advice provided by Intelligent VC LTD or any of its staff.

By agreeing to these terms and conditions, your statutory rights are not affected. If any part of these terms and conditions are shown to be in contravention of your statutory rights, all other parts will remain in force. Law All contracts to which these Terms and Conditions apply shall be governed and construed in accordance with the laws of England and Wales. Intelligent VC LTD reserves the right to review and amend its terms and conditions from time to time.

Intelligent VC LTD. Registered Address: 8th Floor Elizabeth House, 54-58 High Street, Edgware, Middlesex HA8 7EJ Company No.: 7000906

Social and Content Terms and Conditions

These terms and conditions (“Terms of service”) govern your access to and use of Intelligent VC LTD Services, management tools, software, applications, account management tools (collectively “Services”), and any and information, text, graphics, photos or other materials uploaded, downloaded, or used by the Services (collectively “Content”). By accessing and using the Services, you are agreeing to be bound by these Terms of Service. If you do not agree to be bound by these Terms of Service, you are not allowed to use the Services. Wherever used in these Terms of Service, “you”, “your” or similar terms mean the company, person or legal entity utilizing or accessing the Services.

From time to time, Intelligent VC LTD may update and change the Terms of Service without notice. As a user of Intelligent VC LTD, your continued use of the Service after any such changes shall constitute your consent to such changes. You are responsible for regularly reviewing the most current version of the Terms of Service.

By accessing and using the Intelligent VC LTD Services you are consenting to (or promising that you have obtained appropriate consent for) the collection and use of personal information by Intelligent VC LTD in accordance with Intelligent VC LTD’s privacy policy.

Overview of terms

Intelligent VC LTD reserve the right to change the Services or stop providing them (temporarily or permanently) at any time and from time to time without notice.

Intelligent VC LTD has no control over the policies of Facebook, Twitter, YouTube, LinkedIn and all other social media channels being utilized for campaigns. Intelligent VC LTD has no say with respect to the type of content that social media channels accept now or in the future.

You acknowledge that Intelligent VC LTD makes no warranty that the Social Media Campaign will generate any increase in sales, business activity, profits or any other form of improvement for your business or any other purpose.

You guarantee any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Intelligent VC LTD for inclusion in any campaigns are owned by you, or that you have received permission from the rightful owner(s) to use each of the elements.

Minimum term of any service is 12 months. Cancellations of any ongoing Social Media Services must be made in writing by mail, fax or email. If Intelligent VC LTD does not receive notification that the campaign should be stopped after the 12-month period in writing, you agree that Intelligent VC LTD will continue working and payments will continue to be made.

There are no refunds available on services provided by Intelligent VC LTD.

No liability whatsoever (except as provided by law) will be accepted by Intelligent VC LTD for any damages or losses arising from or as a consequence of the provision of the Services or any other act or default on the part of Intelligent VC LTD or of any servant, agent or contractor of Intelligent VC LTD in relation to this agreement and the Services unless the same occurs because of the negligence of Intelligent VC LTD, its servants, agents or contractors in which case liability is limited to resupplying the Services again or a refund of the fees paid by you in the previous 1 month as elected by Intelligent VC LTD.

Nothing in this agreement is intended to limit or exclude any liability on the part of Intelligent VC LTD where and to the extent that applicable law prohibits such exclusion or limitation.

Intelligent VC LTD reserves the right to reject or discontinue the social media services where we are unable to provide the services due to technical, ethical, legal, or other matters. Where applicable, Intelligent VC LTD will refund your money for any services not yet rendered.

This Agreement shall be governed by the laws of The United Kingdom.

Your account

An Intelligent VC LTD social media account requires your valid email address and full name, you must then provide your legal full name, a valid email address, and any requested information to complete the account sign-up process.

You are responsible for maintaining the security of your account login information and for any activities or actions occurring under your account. Intelligent VC LTD encourages you to use a “strong” password (passwords that use a combination of upper and lower case letters, numbers and symbols) for your account. Intelligent VC LTD will not be responsible for any loss or damages resulting from your failure to comply with this obligation.

Each account login is designed for use by a single organisation. You may share your login details but must accept full responsibility for the actions of each person who has access to the Intelligent VC LTD Services.

Content

Whilst Intelligent VC LTD makes every attempt to check unlawful content, Intelligent VC LTD cannot be responsible for the Content accessed or made available to others through the Services.

Intelligent VC LTD has the rights to refuse or remove any Content that is available via the Services. Intelligent VC LTD may (but has no obligation to) remove Content and accounts containing Content that Intelligent VC LTD determines in its sole discretion to be unlawful, offensive, harmful, inaccurate, or otherwise inappropriate or deceptive (including Content that Intelligent VC LTD determines in its sole discretion to: (a) be libelous, defamatory, pornographic, obscene, or otherwise objectionable; or (b) violate any party’s intellectual property).

You must not transmit or otherwise make available to others any worms or viruses or any code of a destructive nature (“Viruses”) through the Services.

Use and restrictions

You may only use the Services to: (a) access Content on Intelligent VC LTD’s social media platform; and (b) access, manage and obtain information about your accounts with Third Party Service Providers in accordance with these Terms of Service and any terms specified by the Third Party Service Providers.

You may not access or search or attempt to access or search the Services by any means (automated or otherwise) except through Intelligent VC LTD’s platforms and software.

You may not use the Services for any illegal or unauthorized purpose, including in any way that violates copyright or other laws.

You may not use the Services in a way that is detrimental to the operation of the Services or the access or use of the Services by anyone else. This restriction applies to any use that interferes or attempts to interfere with the normal operations of the Services, including by hacking, deleting, augmenting or altering the Services or any Content.

You may not, without Intelligent VC LTD’s prior written permission (including the permissions granted by these Terms of Service): (a) copy, distribute, modify, enhance, translate, reproduce; (b) decompile, disassemble, reverse engineer, or copy source code; (c) modify another website so as to falsely imply that it is associated with the Services, Intelligent VC LTD or any other Intelligent VC LTD products or services.

Payment matters

If you are purchasing Services from Intelligent VC LTD, you must provide Intelligent VC LTD with valid Direct Debit details.

Purchased Services are billed in advance monthly and are non-refundable. This means that there will be no refunds for partial months of service, or for months where the Services were unused.

All fees are exclusive of taxes, levies, withholdings or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, withholdings or duties in addition to the fees.

You must fill out your correct province/state and country so that Intelligent VC LTD can understand its obligations to applicable taxation authorities.

Modifications to the services and prices

Intelligent VC LTD may change the Services at any time and from time to time without notice. Any changes to the Services, including releases of new features, tools or resources, shall be subject to these Terms of Service. Intelligent VC LTD may also stop (temporarily or permanently) providing the Services (or any part of the Services) to you or to its customers generally without prior notice.

Prices of all Services, including but not limited to monthly subscription plan fees for Services, are subject to change upon 30 days notice from Intelligent VC LTD. Such notice may be provided at any time by posting the changes on Intelligent VC LTD’s website (currently located at www.intelligentvc.co.uk).

Intelligent VC LTD shall not be liable to you or to any third party for any change to the Services, price change, suspension or discontinuance of the Services.

Cancellation and termination

If you choose to cancel your account, you are solely responsible for doing so properly. The current account cancellation procedure is as follows: Contact your account manager and confirm cancellation in writing (email is acceptable). We require a 30 day notice period and cancellation can only take effect after the contracted period has come to an end. Cancellations made during the contracted period will incur a cancellation charge equal to the remaining amount left on the agreed contract.

Intelligent VC LTD will store your most recent content for a period of no less than 30 days of cancellation, after this 30 day period, Intelligent VC LTD will delete all of your Content from the Services.

Intelligent VC LTD does not accept any responsibility for loss of Content due to account cancellation.

Intelligent VC LTD, in its sole discretion, has the right to suspend, terminate or restrict your access to the Services, or any other Intelligent VC LTD service, for any reason and at any time. Such termination of the Services will result in the deactivation or deletion of your account or your access to your account, and the deletion of all Content on your account. Intelligent VC LTD reserves the right to refuse to provide the Services to anyone for any reason at any time.

The provisions regarding “Use and Restrictions”, “Payment Matters”, “Cancellation and Termination”, “Ownership”, “Disclaimer and Limitation of Liability” and “General” and any provisions which by their nature survive, shall survive the termination of these Terms of Service.

Ownership and licenses

Intelligent VC LTD and its licensors retain title to and ownership of all rights (including copyright, trade-mark, patent, trade secret and all other intellectual property rights) in and to the Services and Intelligent VC LTD’s Content. You acquire no rights whatsoever to all or any part of the Services except for the limited use rights granted by these Terms of Service. All rights not expressly granted to you are reserved to Intelligent VC LTD and its licensors.

We claim no intellectual property rights over the Content made available to others through your account. Additionally, your profile and other Content you provide to Intelligent VC LTD in connection with the Services remain yours. However, by making that Content available to others through the Services, or providing it to Intelligent VC LTD through the Services, you grant Intelligent VC LTD a worldwide, non-exclusive, royalty-free, fully paid up license (with a right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content through any or all media or distribution methods (whether now known or hereafter developed). You also acknowledge that the purpose of the Services is to access the services of Third Party Service Providers, and that as a result you are agreeing to grant to Intelligent VC LTD any and all other rights you grant to applicable Third Party Service Providers.

By posting any public media using the Intelligent VC LTD Service, you agree that you are following the relevant terms and conditions of the Third Party Service Provider you are linking to.

Disclaimer and limitation of liability

THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. INTELLIGENT VC LTD DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE QUALITY, ACCURACY, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, CURRENCY, OR TIMELINESS OF THE SERVICES. INTELLIGENT VC LTD DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY INCOMPLETENESS, ERRORS, SECURITY, VIRUSES, BUGS, PROBLEMS, OMISSIONS, INACCURACIES OR OTHER LIMITATIONS IN, OR INTERRUPTIONS IN THE OPERATION OF, THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, INTELLIGENT VC LTD DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICES WHETHER EXPRESS, IMPLIED OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR THAT THE SERVICES ARE OR WILL BE SECURE, COMPLETE OR FREE OF ERRORS, VIRUSES, BUGS, PROBLEMS OR OTHER LIMITATIONS OR WILL OPERATE WITHOUT INTERRUPTION. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. INTELLIGENT VC LTD DISCLAIMS ALL LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE, GROSS NEGLIGENCE OR WILFUL MISCONDUCT), PRODUCT LIABILITY, STRICT LIABILITY, STATUTORY LIABILITY, BREACH OF A FUNDAMENTAL TERM, FUNDAMENTAL BREACH, OR ANY OTHER LEGAL THEORY, FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION ANY (I) DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE LOSS OR DAMAGE, (II) LOST PROFITS OR SAVINGS, (III) BUSINESS INTERRUPTION, (IV) LOSS OF PROGRAMS OR DATA (INCLUDING ANY CONTENT), (V) LOST REVENUE OR FAILURE TO REALIZE EXPECTED SAVINGS, (VI) LOSS OF USE, (VII) PERSONAL INJURY, (VIII) FINES, FEES, PENALTIES, OR (VI) ANY OTHER LOSSES OR DAMAGES WHETHER OR NOT INTELLIGENT VC LTD IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM THE USE OF, OR THE INABILITY TO MAKE USE OF, THE SERVICES.

General conditions

Technical support is only provided to paying account holders and is only available during United Kingdom standard business operating hours, currently Monday, Tuesday, Wednesday, Thursday, Friday 9am to 5pm GMT.

You understand that Intelligent VC LTD uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services.

You understand that the technical processing and transmission of the Services, including your Content, may be transferred unencrypted and involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

The failure of Intelligent VC LTD to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Intelligent VC LTD and governs your use of the Services, superseding any prior agreements between you and Intelligent VC LTD (including, but not limited to, any prior versions of the Terms of Service). A printed version of these Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Subject to Intelligent VC LTD’s ability to amend these Terms of Service, they cannot be changed.

If any of the provisions contained in these Terms of Service are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms of Service and such determination shall not affect the remaining provisions contained herein.

You may not assign these Terms of Service or any of your rights or obligations under these Terms of Service to a third party. Subject to the foregoing, these Terms of Service shall ensure to the benefit of and be binding upon you and Intelligent VC LTD and their respective successors (including any successor by reason of amalgamation) and assigns.

You agree that if you sue Intelligent VC LTD and do not obtain judgment in your favour, you will pay all Intelligent VC LTD’s costs, including reasonable fees for in-house and outside legal counsel.

These Terms of Service are governed by the laws of England and Wales, without giving effect to any principles of conflicts of laws contained therein, and all disputes or other matters arising out of this License will be dealt with by a court of competent jurisdiction in England. These laws apply to your access to or use of the Services, notwithstanding your domicile, residency or physical location.