TERMS & CONDITIONS
These Terms and Conditions apply between:
Increasingly Technologies Limited a company registered in England and Wales with company number 10508200, whose registered office is at 7 Peacock Place, London, N1 1YG, England and the Customer.
The parties agree as follows:
In this Agreement the following terms shall have the following meanings:
“Agreement” |
means these Terms and Conditions together with the Schedules and any other documents referred to in the Agreement; |
“Authorised Users” |
means employees, agents, consultants or independent contractors of the Customer who have been expressly authorised by the Customer to receive a password in order to access the Solution or Services online; |
“Bug” |
means an unwanted or unintended property of the Solution that can be reproduced and causes the Solution to malfunction but does not affect the availability of the Solution; |
“Business Day” |
means Monday to Friday excluding any national holiday in the UK; |
“Business Hours” |
means 09.00 – 18.00 local UK time, on each Business Day; |
“Client” |
means any entities or persons to whom the Customer provides its services; |
“Company” |
means Increasingly Technologies Limited; |
“Confidential Information” |
means any and all information in any form whatsoever relating to the Company or the Customer, or the business, prospective business, finances, technical process, computer software (both source code and object code) and IPR of the Company or the Customer (as the case may be), or compilations of two or more items of such information, whether or not each individual item is in itself confidential, which comes into a party’s possession as a result of this Agreement or provision of the Solution or Services, and which the party regards, or could reasonably be expected to regard, as confidential and any and all information which has been or may be derived or obtained from any such information; |
“Consequential Loss” |
means pure economic loss, special loss, losses incurred by any Client or other third party, losses arising from business interruption, loss of business revenue, goodwill or anticipated savings, losses whether or not occurring in the normal course of business, costs of procuring substitute goods or product(s) or wasted management or staff time; |
“Customer Data” |
means all data imported into the Solution or Services for the purpose of using the Solution and Services or facilitating the Customer’s use of the Solution and Services; |
“Customer” |
means the customer named in the Order Form; |
“Documentation” |
means the training materials and user manuals relating to the use of the Solution or Services, as well as any additional documentation that the Company specifically creates for the Customer or otherwise provides to the Customer to assist in the correction of any issue with the Solution or Services; |
“DPA” |
means the data protection agreement of the Company published at www.increasingly.com/dpa as amended from time to time; |
“Effective Date” |
means the date set out in the Order Form; |
“Feedback” |
means feedback, innovations or suggestions created by Authorised Users or Clients regarding the attributes, performance or features of the Solution or Services; |
“Fees” |
means the fees set out in the Order Form payable by the Customer during the Term plus any Other Fees added to this Agreement during the Term; |
“Force Majeure” |
means anything outside the reasonable control of a party, including but not limited to acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, labour dispute, labour shortage, power shortage (including where the Company ceases to be entitled to access the Internet for whatever reason) transportation embargo, failure or delay in transportation, any act or omission (including laws, regulations, disapprovals or failure to approve) of any government or government agency; |
“Functional Description” |
means the description of the Solution set out in the Order Form; |
“Illegal Content” |
means any data or content which is defamatory, or constitutes a breach of the IPR or legal rights of any third party; |
“Implementation Fee” |
means the fee set out in the Order Form for the implementation of the Solution; |
“Implementation Period” |
means the implementation period set out in the Implementation Plan; |
“Implementation Plan” |
means the written document setting out the detailed implementation of the Solution agreed with the Customer after the Effective Date; |
“Implementation Services” |
means the services set out in the Implementation Plan; |
“Initial Term” |
means the initial term set out in the Order Form starting from the Effective Date; |
“IPR” |
means all copyrights, patents, utility models, trademarks, service marks, registered designs, moral rights, design rights (whether registered or unregistered), technical information, know-how, database rights, semiconductor topography rights, business names and logos, computer data, generic rights, proprietary information rights and all other similar proprietary rights (and all applications and rights to apply for registration or protection of any of the foregoing) as may exist anywhere in the world; |
“Order Form” |
means the order form signed by the parties; |
“Other Fees” |
means any additional fees payable by the Customer during the Term of this Agreement set out in any order form signed by the parties. The amount of such additional fees shall be calculated on a Time and Materials Basis unless stated otherwise in such order form; |
“Other Services” |
means any additional services to be provided to the Customer during the Term of this Agreement set out in any subsequent order form signed by the parties and added to this Agreement after the Effective Date; |
“Privacy Policy” |
means the Privacy Policy of the Company published at www.increasingly.com/privacypolicy as amended from time to time; |
“Services” |
means the Implementation Services and the hosting, maintenance and support services for the Solution plus any Other Services added to this Agreement during the Term; |
“Solution” |
means the software application set out in and described in the Order Form; |
“Statistical Data” |
means aggregated, anonymised data derived from the Customer, Authorised User or Client’s use of the Solution or Services which does not include any personal data or Customer Confidential Information; |
“Subscription Fee” |
means the fee set out in the Order Form payable by the Customer to the Company for the Solution and Services during the Term; |
“Term and Conditions” |
means these terms and conditions; |
“Term” |
means the term set out in the Order Form; |
“Time and Materials Basis” |
means the Company’s standard daily consultancy rates; |
“Travel Fees” |
means all reasonable costs associated with any travel and subsistence expenses incurred by the Company (or its employees, permitted subcontractors or agents) in performing its obligations under this Agreement (including during the Implementation Period); |