Last updated: 17 June 2025

IMPORTANT: Please read these Terms and Conditions carefully before using our software and services. By accessing or using our services, you agree to be bound by these terms.

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1. Definitions

In these Terms and Conditions:

• "Company" means [INSERT COMPANY NAME], a company registered in England and Wales with company number [INSERT COMPANY NUMBER]

• "Software" means the software applications, platforms, and related services provided by the Company

• "Consulting Services" means professional consulting, advisory, implementation, training, and support services provided by the Company

• "User" or "you" means any person or entity that accesses or uses our Software or engages our Consulting Services

• "Services" means all software, applications, consulting, support, and related services provided by the Company

• "Agreement" means these Terms and Conditions together with any applicable service-specific terms

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2. Acceptance of Terms

By accessing, downloading, installing, or using our Software, or by engaging our Consulting Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you do not agree to these terms, you must not use our Software or Services.

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3. License and Usage Rights

 

3.1 Grant of License

Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, revocable license to use the Software in accordance with the terms of your subscription or purchase.

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3.2 Restrictions

You agree not to:

• Copy, modify, distribute, sell, or lease any part of our Software

• Reverse engineer, decompile, or attempt to extract the source code of our Software

• Use the Software for any unlawful purpose or in violation of any applicable laws

• Interfere with or disrupt the integrity or performance of the Software

• Access or use the Software to build a competitive product or service

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4. User Accounts and Responsibilities

 

4.1 Account Creation

To access certain features of our Software, you may be required to create an account. You agree to provide accurate, current, and complete information during registration and to update such information as necessary.

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4.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized use of your account.

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5. Consulting Services

 

5.1 Service Delivery

Consulting Services will be delivered according to the scope, timeline, and deliverables specified in the applicable Statement of Work (SOW) or service agreement. All Consulting Services are subject to these Terms and Conditions.

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5.2 Client Responsibilities

You agree to:

• Provide timely access to personnel, systems, and information necessary for service delivery

• Assign qualified personnel to work with our consultants

• Make decisions and provide feedback within agreed timeframes

• Ensure the accuracy and completeness of information provided to us

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5.3 Intellectual Property in Consulting

Unless otherwise agreed in writing, any methodologies, tools, templates, or know-how developed or used in providing Consulting Services shall remain the Company's intellectual property. Deliverables specifically created for you under a SOW shall be owned by you, subject to our retained rights in pre-existing intellectual property.

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6. Payment and Billing

 

6.1 Fees

Use of certain Software features may require payment of fees. Consulting Services are charged according to the rates and terms specified in the applicable SOW or service agreement. All fees are stated in British Pounds (GBP) and are inclusive of VAT where applicable.

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6.2 Payment Terms

Software fees are payable in advance and are non-refundable except as expressly stated in these Terms or as required by law. Consulting Services fees are typically payable within 30 days of invoice date unless otherwise specified. We reserve the right to change our fees with 30 days' notice.

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6.3 Expenses

For Consulting Services, reasonable expenses incurred in service delivery (such as travel costs) will be charged separately and require your prior approval where they exceed £500.

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6.4 Automatic Renewal

Subscription services will automatically renew for successive periods unless cancelled by you before the renewal date.

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7. Data Protection and Privacy

Your privacy is important to us. Our collection, use, and protection of your personal data is governed by our Privacy Policy, which forms part of this Agreement and complies with UK GDPR and the Data Protection Act 2018. When providing Consulting Services, we may process personal data as a data processor on your behalf, subject to appropriate data processing agreements.

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8. Confidentiality

Both parties acknowledge that they may have access to confidential information. We agree to maintain the confidentiality of your proprietary information and data. You agree to maintain the confidentiality of our methodologies, tools, and proprietary approaches. This obligation survives termination of this Agreement.

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9. Intellectual Property

The Software and all related intellectual property rights remain the exclusive property of the Company. No title to or ownership of any proprietary rights related to the Software is transferred to you under this Agreement.

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10. Limitation of Liability

To the fullest extent permitted by law:

• For Software: The Company's total liability shall not exceed the amount paid by you for the Software in the 12 months preceding the claim

• For Consulting Services: The Company's total liability shall not exceed the fees paid under the applicable SOW or £100,000, whichever is lower

• The Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages.

• These limitations apply regardless of the legal theory upon which the claim is based.

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11. Professional Standards

Our Consulting Services are performed with reasonable skill and care in accordance with generally accepted industry standards. However, we do not guarantee specific outcomes or results from our consulting recommendations.

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12. Warranties and Disclaimers

The Software is provided "as is" without warranty of any kind. Consulting Services are provided with reasonable skill and care but without warranty of specific results. The Company disclaims all other warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

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13. Indemnification

You agree to indemnify and hold harmless the Company from any claims, damages, losses, or expenses arising from your use of the Software, implementation of consulting recommendations, or violation of these Terms.

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14. Termination

 

14.1 Termination by You

You may terminate this Agreement at any time by discontinuing use of the Software and cancelling your account. Consulting Services may be terminated according to the terms of the applicable SOW.

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14.2 Termination by Us

We may terminate or suspend your access to the Software immediately if you breach these Terms. For Consulting Services, we may terminate with reasonable notice or immediately for breach of contract.

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14.3 Effect of Termination

Upon termination, payment obligations for services rendered remain due, and confidentiality obligations survive.

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15. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

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16. Consumer Rights

If you are a consumer, nothing in these Terms affects your statutory rights under UK consumer protection laws, including the Consumer Rights Act 2015.

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17. Force Majeure

The Company shall not be liable for any failure to perform its obligations due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, or government regulations.

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18. Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

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19. Modifications

We reserve the right to modify these Terms at any time. We will notify users of material changes via email or through the Software. Continued use of the Software after such changes constitutes acceptance of the modified Terms.

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20. Entire Agreement

These Terms, together with our Privacy Policy, any applicable SOW, and any service-specific terms, constitute the entire agreement between you and the Company regarding the use of our Software and Services.

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21. Contact Information

If you have any questions about these Terms and Conditions, please contact us:

Intelligentic Email: admin@intelligentic.xyz Address: Hollist Arms, The Street. Lodsworth, Petworth GU28 9BZ United Kingdom Phone: +44 7365 932863