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.
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 VC’s charges for the Services as set out in the Service Agreement together with such other additional charges as may be agreed between the parties from time to time, including purchases made by the Client through the Software;
“Codes” means all applicable legislation, regulations, directions, rules, codes of practice and guidelines applicable to Messages in the countries in which the Client operates and/or in which recipients of Messages 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, applicable guidelines published by the CTIA, the Mobile Marketing Association (as is relevant) as may be revised or adopted in relation to marketing best practice;
“Data Processing Addendum” means the addendum to these Terms found at https://www.intelligentvc.co.uk/data-processing-addendum;
“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 Service Agreement is located and all countries (and states where applicable) in which recipients of Messages sent via the Services are located, including but not limited to the CAN-SPAM Act 23 and Canada’s anti-spam legislation
(CASL); (b) in relation to Intelligent VC 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 VC entity signing an Service Agreement is located;
“Intelligent VC” means: (a) for Clients signing an Service Agreement who are registered in any EU or EMEA country – Intelligent VC Limited, whose registered office is at No 2 Adelaide Street, St. Albans, Hertfordshire, AL3 5BH (registered in England under company number 07000906)
“Initial Term” means the fixed term, minimum term or initial term set out in the Service Agreement;
“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 VC, or its Associated Companies;
“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 VC but for the avoidance of doubt does not include material belonging to the Client;
“Messages” means the Service Agreement confirming the Level of Services you are purchasing and incorporating these Terms;
“Service Agreement” means communications and content sent using the Services by Clients to recipients, including, but not limited to, emails and SMS.
“Renewal Period” means twelve (12) months;
“Services” means the provision of the Intelligent VC data processing services and Software for use by the Client according to the Service Agreement whereby: (a) Intelligent VC provides the Software to manipulate the personal data collected; (b) Intelligent VC provides the facilities for the Client to send Messages to data subjects who have expressly consented to the Client sending them such Messages; and (c) Intelligent VC provides facilities for the Client to export personal data together with such other services agreed between Intelligent VC and the Client from time to time or ancillary to the Services;
“Site” means Intelligent VC’s website at www.intelligentvc.co.uk;
“Software” means Intelligent VC’s data management and manipulation software;
“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 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;
“Working Day” means Monday to Friday excluding statutory holidays in the country in which Intelligent VC is located;
“Working Hours” means 9 to 17.30 on a Working Day in the time zone in which Intelligent VC is located.
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.
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
Intelligent VC uses third parties to host the Intelligent VC application servers for the provision of the Services. The Client hereby consents to Intelligent VC using data centres located in the EU, the USA, Australia and other key global locations for the provision of the hosting services.
Intelligent VC does not warrant that the Services will be uninterrupted, error, bug or virus free or that the delivery of Messages will be without delay. The Services will be available with 98% uptime in any calendar month, excluding scheduled maintenance and emergency maintenance.
It may be necessary for Intelligent VC to temporarily suspend the Services in whole or in part from time to time to carry out maintenance of the Services. Intelligent VC 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 VC 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 VC 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 VC accepts no responsibility or liability to the Client for any direct or indirect loss or damage that may arise under this clause 2.4.
Intelligent VC cannot guarantee the delivery of Messages to any recipient under the Services as this is dependant upon accurate and up to date recipient contact information, suitable internet availability and connectivity, on various anti spam and junk mail policies adopted by recipient service providers as well as restrictions regarding the content, wording and graphics of a Message. Intelligent VC will use reasonable endeavours to assist the Client with methods to maximise the delivery rate of Messages, however Intelligent VC makes no representations or warranties whatsoever about the speed or number of Messages sent that will be received by recipients. Intelligent VC accepts no responsibility or liability to the Client for any direct or indirect loss or damage that may arise under this clause 2.5.
Intelligent VC will ensure that Clients will have access to Intelligent VC’s support team, where support may be provided by either email or phone.
3. Charges, Invoicing and Payment
The Client shall pay the Charges in accordance with these Terms, in the currency in which Charges are set out in the Service Agreement. Client shall also be responsible for the payment of currency conversion charges incurred by Intelligent VC
After expiry of the Initial Term, Intelligent VC 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 VC 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.
All Charges quoted to the Client for the provision of the Services are exclusive of any applicable tax, for which the Client shall be additionally liable at the applicable rate from time to time.
Intelligent VC will invoice the Charges to the Client on a monthly basis on the last day of each calendar month.
No payment shall be deemed paid until Intelligent VC receives payment in cleared funds from the Client.
If the Client fails to pay Intelligent VC any Charges due pursuant to these Terms, then Intelligent VC shall be entitled to: (a) 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; and (b) recover from the Client any amount incurred by Intelligent VC utilising any third party debt agency due to the Client’s failure to pay any Charges due
If the Client fails to pay any sums due to Intelligent VC and if 5 (five) days after being sent a payment reminder notice by Intelligent VC any sums remain unpaid, Intelligent VC 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. Before reinstating the Services, Intelligent VC may require the Client to pay a fee for reinstating the Services (as notified to the Client by Intelligent VC) and/or set up a direct debit mandate for payment of future Charges.
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 whilst discussions take place to resolve the basis of the dispute in accordance with the provisions of clause 12.1, provided that the undisputed portion of any relevant invoice is paid. If the Customer disputes any portion of an invoice based upon usage of the Services, the Client accepts that Intelligent VC’s records of such usage are correct unless proven otherwise by an independent expert.
4. Data & Data Protection
Each party undertakes to comply with its obligations under relevant applicable Data Protection Laws and the Data Processing Addendum
The Client is the data controller and Intelligent VC is the data processor in respect of any personal data that Intelligent VC 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 VC. Intelligent VC 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 VC’s obligations set out in these Terms.
Intelligent VC has no responsibility or liability for the back up of Client data and although Intelligent VC 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.
Intelligent VC 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.
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 Messages; (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
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 Messages; (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.
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 Messages reside; (b) provide all reasonable assistance required by Intelligent VC to enable Intelligent VC to comply with any requirements or conditions imposed by such Codes; (c) provide, Intelligent VC, 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 VC has no responsibility or liability whatsoever howsoever arising directly or indirectly to the Client for the content of any Messages sent using the Services or Messages being sent to recipients in breach of the Client of its obligations contained in this clause 5.2.
In relation to email Messages sent using the Services, 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 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 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 VC accepts no responsibility or liability to the Client for any direct or indirect loss or damage that may arise under this clause 5.3.
In relation to SMS Messages sent using the Services, Client warrants that (a) it will not attempt to use Services to access or allow access to emergency services or impersonate any other entity; an (b) if Client has purchased a short code, then Client will not change the use of that short code from the use stated in any documentation in relation to approval of the short code without first obtaining an amendment to any application for approval of the short code under the new use. Further, should Client make use of a long telephone number(s), Intelligent VC reserves the right to reclaim any phone number from Client’s account if, in Intelligent VC’s opinion, Client does not send sufficient traffic over that phone number such that the phone number is underutilized. Intelligent VC accepts no responsibility or liability to the Client for any direct or indirect loss or damage that may arise under this clause 5.4.
Intelligent VC monitors Messages created by the Client. If Intelligent VC considers in its reasonable opinion that the Client is sending Messages in breach of clause 5.1 to 5.4 above, Intelligent VC 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 recipient contact details to its global suppression list (“GSL”). Intelligent VC 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 VC accepts no responsibility or liability to the Client for any direct or indirect loss or damage that may arise under this clause 5.5.
Where Intelligent VC suspends or blocks access to the Services pursuant to clause 5.5 above, a member of the Intelligent VC compliance team shall contact the Client to: (a) inform the Client of the action taken or proposed action (where applicable) giving rise to the suspension; (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; (d) inform the Client of any applicable de-listing fee payable to Intelligent VC (if necessary and determined in Intelligent VC’s sole discretion); and (e) to agree on the timescale for the Client to take the necessary remedial actions. Intelligent VC 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 VC 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.
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 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.
Without prejudice to its other rights in these Terms Intelligent VC reserves the right to prevent the sending of any Messages 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 VC’s reasonable opinion a breach of these Terms. Intelligent VC accepts no responsibility or liability to the Client for any direct or indirect loss or damage that may arise under this clause 5.7.
The Client is not permitted to conduct vulnerability scanning, or any form penetration testing against the Intelligent VC Services or application servers.
6. Ownership & Use of the Intellectual Property Rights
The Client acknowledges and Intelligent VC warrants that: (a) Intelligent VC 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.
Subject to clause 8.4, Intelligent VC 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.
Intelligent VC 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 of the Services, 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.
The Client shall only use the Intellectual Property and/or Materials 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 materials.
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 VC and the Client shall cease any use to the contrary as Intelligent VC may require.
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 VC 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 VC may not refer to the Client in Intelligent VC’s marketing and advertising communications, without first obtaining consent.
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 and/or Materials or to passing off.
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 VC full particulars in writing thereof and shall make no comment or admission to any third party in respect thereof.
Intelligent VC 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 VC upon Intelligent VC’s reasonable request. Intelligent VC agrees to reimburse the Client’s reasonable expenses incurred in complying with clauses 6.7, 6.8 and 6.9.
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.
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; (d) is authorised in advance for release by the disclosing party; or (e) may be required to be disclosed under applicable legislation or the order of a Court or other competent authority.
8. Limitation of Liability and Indemnity
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.
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.
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.
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 the Charges paid or payable under the Initial Term or then-current Renewal Term, in total in respect of any single claim or series of connected claims brought by either party under these Terms.
The Client shall indemnify Intelligent VC 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 VC arising out of a breach of clause 5. This indemnity shall not cover Intelligent VC to the extent that a claim under it results from Intelligent VC’s negligence or wilful misconduct.
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.
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 nondefaulting party may terminate these Terms and all Charges due to Intelligent VC up to the date of termination shall become immediately due and payable.
10. Term, Suspension and Termination
Intelligent VC shall provide the Services set out in the Service Agreement and as purchased by the Client through the Software to the Client for the Initial Term. For the avoidance of doubt, any purchases made through the Software shall run coterminous with those set out in a Service Agreement. Upon expiry of the Initial Term, these Terms shall automatically renew for successive Renewal Periods, unless a party terminates: (a) by giving at least 3 (thirty) days’ notice prior to expiry of the Initial Term or any Renewal Period in wording or by email at firstname.lastname@example.org (or as otherwise may be directed by Intelligent VC); or (b) in accordance with clauses 10.3 or 10.4 below.
Intelligent VC 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.
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.
The period during which Intelligent VC may suspend the Services under these Terms will continue until the circumstances giving rise to Intelligent VC’s right to suspend the Services ceases to subsist or until these Terms are terminated by either party. In the event that Intelligent VC suspends the provision of Services to the Client, the Client will continue to be obliged to pay all Charges owing or due for the period when the Service is suspended.
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
Where a Service Agreement is terminated by either party before the end of the Initial Term or thencurrent Renewal Term (except where terminated by the Client due to a material breach of these Terms by Intelligent VC), all remaining Charges for the Initial Term or then-current Renewal Term (as applicable) shall be immediately payable.
Following termination: (a) Intelligent VC 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 VC 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.
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 nonbinding 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.
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 Intelligent VC 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
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 VC by the Client.
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.
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 Service Agreement, the Service Agreement shall prevail.
Intelligent VC 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 VC in writing that it wishes to terminate these Terms with effect from the date of any proposed change to the Terms or Services. Intelligent VC 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 VC.
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.
These Terms shall not be deemed to create any partnership or employment relationship between the parties.
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.
No act, failure or delay to act, or acquiescence by Intelligent VC 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 VC or the client under these Terms, and no waiver by Intelligent VC 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 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 these Terms.
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
Each party agrees to these Terms being subject to the applicable law of the country or state where the relevant Intelligent VC entity is located, without regard to choice of law or conflict of law rules. Further, the courts of the country or state where the relevant Intelligent VC entity is located shall have exclusive jurisdiction to determine any disputes arising under the Terms.
17. Compliance & Export Restrictions
Modern Slavery Intelligent VC undertakes and represents that:
a) neither Intelligent VC nor any of its officers, employees, agents or subcontractors has:
(i) committed an offence under the Modern Slavery Act 2015 (a MSA Offence); or
(ii) been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
(iii) is aware if any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
b) it shall comply with the Modern Slavery Act 2015 and Intelligent VC Modern SlaveryPolicy (as applicable);
c) it shall notify the Client immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of Intelligent VC’s obligations under clause 17.1(b). Any such notice shall set out full details of the circumstances concerning the breach or potential breach of Supplier’s obligations.
Bribery For the purposes of this clauses, means the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010. Intelligent VC shall ensure that it and each person referred to in (a) to (c) below (inclusive) does not, by any act or omission, place Client in breach of any Bribery Laws. Intelligent VC shall comply with all applicable Bribery Laws in connection with the performance of the Services, ensure that it has in place adequate procedures to prevent any breach of this clause 17.2 and ensure that:
(a) all of the Supplier’s personnel and all direct and indirect subcontractors of the Supplier;
(b) all others associated with the Supplier; and
(c) each person employed by or acting for or on behalf of any of those persons referred to in (a) and (b) above), involved in performing the Services or with this Agreement so comply.
Without limitation to the above, Intelligent VC shall not in connection with the performance of the Services and/or this Agreement make or receive any bribe (which term shall be construed in accordance with the Bribery Act 2010) or other improper payment or advantage, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and will implement and maintain adequate procedures to ensure that such bribes or improper payments or advantages are not made or received directly or indirectly on its behalf. Intelligent VC shall immediately notify the Client as soon as it becomes aware of a breach of any of the requirements in this clause 17.2.
Export Restrictions The Services, content, and other technology that Intelligent VC 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.
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.
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.
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.
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.
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.
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.
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.
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.
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.