Terms and Conditions
Version 4.1 – February 2015
These terms and conditions are an agreement between the entity that accepts this agreement (“you”) and intY (“us”, “we”). This agreement is effective on the date you receive services from us. You enter into this agreement for business purposes only.
If you are in the USA, ‘intY’ is intY USA Inc. 433 Plaza Real, Suite 275, Boca Raton. FL 33432. USA
If you outside of the USA, ‘intY’ is intY Ltd, 170 Aztec West, Bristol. BS32 4TN. UK
1 | Contract Period
1.1 Your contract starts on the date of Registration and runs from that date for the Minimum Period. 1.2 We will use reasonable endeavours to start the Services by the date notified to you but all dates are estimates and we have no liability for any failure to meet any date. 1.3 Your contract will continue after the end of the Minimum Period until it is terminated in any of the ways described below. 1.4 You may terminate your contract by giving us at least one months’ notice provided that: 1.4.1 You have paid us all Charges that are then due; and, 1.4.2 Your notice does not expire before the end of the Minimum Period. 1.5 You may terminate your contract at any time not in accordance with clause 1.4 in relation to all or any of the services by written notice provided that we have received 30 days notice from you to rectify any of the following and we have failed to do so: 1.5.1 We fail to comply with the agreed terms and conditions. 1.5.2 We fail to comply with the agreed Service Level Agreement for two consecutive monthly periods which you can demonstrate has caused significant disruption to the normal operation of your business. 1.6 We may terminate your contract by giving at least one months’ notice provided that our notice does not expire before the end of the Minimum Period. 1.7 We may terminate your contract at any time in relation to all or any of the Services by written notice if: 1.7.1 You fail to pass any credit check which we reasonably consider necessary; 1.7.2 You fail to pay any Charges due to us on time; 1.7.3 You fail to comply with any terms of your contract; 1.7.4 We have reasonable grounds for believing that information you have given us is false or misleading. 1.7.5 You are or have become insolvent (within the meaning of section 123 of the Insolvency Act 1986) or bankrupt or (being a company) enter liquidation or administration; or 1.7.6 We reasonably apprehend that any of the above events are about to occur; 1.7.7 You or anyone else with or without your knowledge or approval uses the Services: (a) in contravention of our Acceptable Use Policy, or (b) in any way which in our opinion is, or is likely to be, detrimental to the provision of the Services to you or any other of our customers and fails to take corrective action within a reasonable period of receiving notice from us to do so, we may treat that contravention as a breach of your contract for the purpose of this clause. 1.8 There will be no refund due for the unexpired period or unused element of any of the Services if we terminate pursuant to Clause 1.7. 1.9 If for reasons beyond our control we are no longer able to provide the Services, we will either: 1.9.1 Make arrangements for you to be supplied with equivalent Services by another service provider at no extra cost until your contract has been terminated as provided for your contract; or 1.9.2 Accept your written notice that you wish to terminate your contract immediately in which case we will refund any pre-paid Charges that have not been used up.
2 | Service Provision
2.1 We will provided the Services with reasonable skill and care. 2.2 We will use reasonable efforts to avoid interruptions to the Services but you must appreciate that: 2.2.1 The quality and availability of Services may sometimes be affected by factors outside our control such as Internet service failures, telecommunication network faults or interference from other applications on your own system; 2.2.2 From time to time faults may occur in relation to our systems and servers which we will endeavour to repair as soon as we reasonably can; 2.2.3 To allow for upgrading, modification, maintenance or other works, some or all of the Services may be temporarily unavailable. 2.3 Occasionally, we may for operational reasons: 2.3.1 Change the technical specification of the Services provided that any change to the technical specification does not materially affect the performance of the Services; 2.3.2 Give you instructions which we believe are necessary for reasons of health, safety or the quality of the Services we provide to you or any other customer. 2.4 Before doing any planned work which may interfere with the Services we will give you as much notice as reasonably practicable and we will endeavour to minimise the period of interruption to the Services.
3 | Suspension of Services
3.1 We may suspend all or part of the Services without giving you notice: 3.1.1 If we have reasonable grounds for believing that you have not complied with all or any of your obligations under your contract. 3.1.2 While we investigate any complaint that has been made against you regarding the use of the Services. 3.2 We reserve the right to: 3.2.1 Charge for reconnecting you after suspension of the Services; and 3.2.2 Impose such conditions as we see fit before reinstating any Services after suspension.
4 | Changes to your Contract
4.1 When you register you may choose Additional Services. You may add Additional Services by giving us at least 10 days notice before the next Monthly Billing Date (subject to the terms of any promotional offers that you may have accepted). 4.2 We reserve the right to vary the terms of your contract from time to time and make changes to or withdraw any Additional Services by giving you at least one months’ notice. You may terminate your contract if any changes we introduce affect you detrimentally but if you do not give counter notice to determine your contract within one month of our notice of change you will have taken to have accepted that change. 4.3 Our objective is to enhance and extend our existing Services. Charges for and any special terms and condition attaching to new Additional Services will be notified in Customer Documentation. The terms upon which any Additional Service is available will be those that are current on the date that you take up the offer for that Additional Service (subject to any special promotional offer which we have made and you have accepted). 4.4 We update our Customer Documentation from time to time. Information on various topics is notified to you with your monthly invoices and is available from us on request. We recommend that you read your Customer Documentation carefully and keep it until it is superceded by subsequent additions.
5 | Charges
5.1 You must pay the Charges for the Services. Where these are recurring charges they will be fixed for any specified Minimum Period. Where your service has self-service facilities or is licensed by usage declaration, you may increase your usage of the service from time to time. We may also ask you to declare the number of Service users from time to time. We may also monitor this usage of all Services and you will be liable for all Charges incurred by use of the Service under this Agreement. 5.2 Subject to Clause 5.1 and unless otherwise agreed and stated in your contract we may vary the Charges and you will pay such Charges as appear in our published price list from time to time. When we make a change to the Charges or rates we will publish details (including the operative date) in our price list as soon as practicable and in any event at least two weeks before the change is due to take effect. Where Charges are specific to you we will always give you at least two weeks’ notice of any change. No increase in Charges will take place after you have given notice to terminate your contract in accordance with its terms. 5.3 intY offer trials of selected Services on the basis that these Services will automatically convert to an appropriate paid Service at the end of the Trial Period being 21 (twenty one) calendar days. All Services marked with the proceeding word ‘TRIAL’ are trial Services. At the end of the Trial Period, a trial Service is converted to a paid Service and you will be charged for the Service at the price defined on the relevant price list from time to time. A trial Service can be cancelled at any time during the Trial Period. Unless trial Services are cancelled within the Trial Period they will automatically become payable and the minimum service term for the paid Service will apply. 5.4 We invoice our portfolio of products and services on either an ‘in advance’ or ‘in arrears’ basis. 5.4.1 Where we invoice you in advance, we will invoice you the minimum monthly charge on the billing date. These charges will be non-refundable. We reserve the right: 5.4.1.1 To amend the invoice period; 5.4.1.2 To amend the monthly billing date; 5.4.1.3 To submit interim invoices. 5.4.2 Where we invoice you in arrears, we will invoice you for the charges on the billing date. These charges will be non-refundable. We reserve the right: 5.4.2.1 To amend the invoice period; 5.4.2.2 To amend the monthly billing date; 5.4.2.3 To submit interim invoices. 5.5 VAT will be added to all invoices at the relevant rate where applicable. 5.6 Our invoices are due for settlement 14 days after the date of issue. You should note that we may levy a surcharge of £25 plus VAT on each monthly invoice where such Charges are not paid by direct debit. 5.7 You will be responsible for paying all charges on your account whether or not they have been incurred by you personally. You will also be responsible for any extraordinary costs which we incur in administering your account including collecting any payments. 5.8 If payment is not made within 14 days of the due date we may charge interest on all outstanding sums at the rate of 4% above the base rate of Clydesdale Bank Plc. This interest will accrue on a daily basis from the due date until the date that payment is received. 5.9 We reserve the right to refuse any payment method if we have reasonable cause to believe that such payment will not be honoured. 5.10 Subject to clause 5.1, we reserve the right to make a charge of three times the relevant service charge for services that we reasonably believe you have declared incorrectly and retrospectively apply this charge for the duration of the incorrect declaration.
6 | Service Operation
6.1 You are responsible for providing suitable computer hardware, software and telecommunications equipment and services necessary to access the Services as specified in our Customer Documentation. 6.2 It is your responsibility to obtain and keep in force any user licences necessary for you to use the Services in any country in which it is provided. 6.3 You must abide by the terms of the following which are incorporated into your contract and which may be varied as provided in such documents: 6.3.1 Our Security Policy; 6.3.2 Our Acceptable Use Policy; 6.4 You must indemnify us for all direct loss or damage suffered including all expenses incurred (including legal expenses) arising from any claims or legal proceedings which are brought or threatened against us by a third party because you have used the Services in breach of the provisions of this clause 6 and we will notify you of any such claims or proceedings and keep you informed as to the progress of such claims or proceedings. 6.5 You are responsible for the acts and omissions of all users in connection with the Services and are liable for any failure by any user to perform or observe the terms and conditions of your contract including any instructions issued under this agreement or our Acceptable Use Code. 6.6 You do not have any right to enforce the terms of our Acceptable Use Policy against any other users nor do you have the right to require us to do so.
7 | Assignment
7.1 Your contract may only be assigned with our prior approval. A charge may be levied to cover our administration costs for doing so. 7.2 We may assign or subcontract our rights under your contract without reference to you.
8 | Liability
8.1 Neither we nor you will be liable to the other whether in contract or for any breach of any duty of care or otherwise for any loss or damage which: 8.1.1 Results or is contributed by the default of omission of the other; 8.1.2 In indirect and/or not reasonably foreseeable; 8.1.3 Is consequential loss (including but not limited to loss of business, profits, savings, revenue or goodwill); 8.1.4 Is loss or corruption of data; 8.1.5 Is special damage; or 8.1.6 Results from charges incurred connecting to the Internet as a result of the configuration or activity of the access server. 8.2 For the avoidance of doubt it is your responsibility to ensure the correct configuration of the access server communication settings and you are responsible for all costs of connecting your access server on the Internet. 8.3 We limit our liability to you: 8.3.1 Up to a maximum of £10,000 per claim or series of related claims; 8.3.2 To any loss or damage that is direct physical damage to or loss of tangible property resulting from our breach of contract or duty of care while providing the Services (for the avoidance of doubt data does not constitute tangible property). 8.4 The above exclusions do not omit liability (if any) in respect of: 8.4.1 Fraud; 8.4.2 Death of or personal injury to any person caused by negligent acts or omissions; 8.4.3 Any express indemnity included in your contract. 8.5 We will not be responsible for the diagnosis or rectification of any fault resulting from: 8.5.1 Improper use operation or neglect of the Services or your hardware and systems used to operate the Services. 8.5.2 The modification of any hardware or software supplied by us in conjunction with the Services or the merger of such software (in whole or in part) with any other software without our prior consent. 8.5.3 The operation of the Services on a system other than than which we have approved; 8.5.4 Your failure to implement our recommendations in respect of all solutions to faults; 8.5.5 Any breach of any of your obligations under your contract; 8.5.6 Your failure to install and operate in substitution for any previous release any new release of any software supplied in conjunction with the Services within one week of receipt of the same; and 8.5.7 The use of the Services or any software supplied in conjunction with the Services for a purpose for which it was not designed. 8.6 We may in our sole discretion provide the Services even if that fault results from any of the circumstances referred to in clause 8.5 but in such circumstances we may levy additional charges for such work on a time and material basis such charges to be paid within 28 days of receipt of an invoice.
9 | Risk
9.1 Any hardware and/or software supplied by us in conjunction with the Services will be at your risk from the date that it is delivered to you. 9.2 We will on request replace any software which we supply in conjunction with the Services and which is destroyed damaged or lost subject to you paying to us our then current charges for doing so.
10 | Intellectual Property Rights
10.1 The intellectual property rights in any software supplied in conjunction with the Services is and will at all times remain our property or that of our licensors. 10.2 Unless expressly provided for in your contract you may not without our prior consent: 10.2.1 Make any copies of any software we supply in conjunction with the Services other than back up copies expressly permitted below; 10.2.2 Reverse, compile, copy or adapt the whole or any part of such software except for the purposes expressly permitted by and in accordance with the Copyright Designs and Patents Act 1988; 10.2.3 Make the Services or any Customer Documentation (in whole or part) available to any third party in any form whatsoever; 10.2.4 Integrate any other software with the software we supply to you; 10.2.5 Remove or alter any copyright or other proprietary notice on any software or hardware supplied to you or any of the Customer Documentation.
11 | Liability for Third Party Claims
11.1 We will indemnify you against any claim for damages (including costs) which may be awarded or agreed to be paid to any third party in respect of the infringement of any intellectual property rights of such third party arising out of the normal operation of the Services (“a Claim”) provided that: 11.1.1 You give notice of the Claim as soon as you become aware of it; 11.1.2 You give us sole conduct of the defence to any Claim and do not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the Claim except on our express instruction; and 11.1.3 You act in accordance with our reasonable instructions and give us such assistance as we may require in respect of the conduct of the defence to the Claim. 11.2 We will reimburse your reasonable costs incurred in complying with the provisions of this clause. 11.3 If a Claim arises we may at our expense at option: 11.3.1 Procure the right for you to continue to operate the Services; 11.3.2 Make such alterations to the Services so that they no longer infringe the rights of the third party without incurring a material diminution in performance or function; or 11.3.3 To replace the relevant program with alternative software programs provided that such substitutes do not result in a material diminution in the performance or functionality. 11.4 If we are of the opinion that we are not able to exercise any of the options set out above within 30 days of receipt of notice of the Claim then either you or we may terminate your contract.
12 | Force Majeure
12.1 We will not be liable to you for our inability to provide all or any of the Services for any reason outside our reasonable control including but not limited to acts of God, industrial action, default or failure of a third party, war, government action or any act or decision made by a court of competent jurisdiction. 12.2 We will have no liability to you for failure to provide the Services in the event that such failure results from: 12.2.1 A refusal or delay by a third party to supply telecommunications services to us to enable the provision of the Services and where there is not alternative service available at reasonable cost; or 12.2.2 Restrictions of a legal or regulatory nature. 12.3 If any of the events detailed in the preceding paragraphs continue for more than 3 months then either you or we may serve notice on the other terminating your contract.
13 | General
13.1 Subject to Clause 4 your contract may be changed only by mutual agreement in writing and if either you or we seek to rely on such change we must produce evidence of the others agreement to it. 13.2 Our Security Policy and Acceptable Use Policy as amended from time to time are incorporated in your contract. 13.3 Any notice which is given under your contract: 13.3.1 Must be given in writing to the contact name at the address identified on registration unless notice has been given to the other of a change of this address; 13.3.2 May be delivered in writing by hand, by post, by fax, by email or by text message; and 13.3.3 Will deemed to have been served 48 hours after it has been sent or on earlier proof of delivery. 13.3 Any waiver concession or extra time we allow you is limited to the specific circumstances in which it is given and does not affect our rights in any other way. 13.4 There is no intention that any third party should enjoy any rights under your contract and the Contracts (Rights of Third Parties) Act 1998 shall not apply to your contract. 13.5 Your contract is governed by the laws of England and Wales.