The Customer’s attention is drawn specifically to clause 13 of these terms and conditions
Annual Subscription: where the Customer pays the Subscription Fees on an annual basis.
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to access the Platform.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5 or clause 11.6.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Customer: the Company accessing the Platform subject to these terms and conditions.
Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); [and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party].
Effective Date: the date the Customer first accesses the Platform.
Initial Subscription Term: either one month (where the Customer has a Monthly Subscription) or 12 months (where the Customer has an Annual Subscription) as the case may be.
Monthly Subscription: where the Customer pays the Subscription Fees on a monthly basis.
Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.
Platform: the software platform known as INTRFLEX that is owned and operated by the Supplier and that is made available to the Customer as a service via the internet in accordance with these terms and conditions.
Renewal Period: the period described in clause 14.1.
Services: the subscription services provided by the Supplier to the Customer under these terms and conditions via the Platform or any other website notified to the Customer by the Supplier from time to time.
Software: the online software applications provided by the Supplier as part of the Services.
Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions applicable as at the Effective Date and as varied from time to time in accordance with clause 9.6.
Subscription Term: has the meaning given in clause 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Supplier: means INTRFLEX LIMITED a company incorporated in England and Wales (registration number11983617) whose registered office is situated at Regent Court, 68 Caroline Street, Jewellery Quarter, Birmingham B3 1UG.
Support Services Policy: the Supplier’s policy for providing support to Customers and Authorised Users in relation to the Platform as made available at www.intrflex.com or such other website address as may be notified to the Customer from time to time.
Trial Period Terms: the terms set out in the annex to these terms and conditions which shall only apply during any Trial Period.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Upgrades: new versions of, and updates to the Platform whether to fix an error, bug or other issue, or to enhance the functionality of the Platform.
User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access the Platform and to use the Services in accordance with these terms and conditions.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
Website: URL – www.intrflex.com or such other website from which the Customer may access the Platform.
The Supplier may permit the Customer to evaluate the Platform for a trial period. The Trial Period Terms shall apply to the Customer’s access to the Platform and shall cease to apply at the expiration of the Trial Period or earlier termination, as the case may be.
and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
The Customer shall indemnify and keep indemnified the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Platform and the Services.
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
The Supplier shall have no liability to the Customer under these terms and conditions if it is prevented from or delayed in performing its obligations under these terms and conditions, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
No failure or delay by a party to exercise any right or remedy provided under these terms and conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Except as expressly provided in these terms and conditions, the rights and remedies provided under these terms and conditions are in addition to, and not exclusive of, any rights or remedies provided by law.
Nothing in these terms and conditions is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
These terms and conditions does not confer any rights on any person or party (other than the parties to these terms and conditions and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
These terms and conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms and conditions or its subject matter or formation (including non-contractual disputes or claims).
ANNEX
Trial Period Terms
The following terms and conditions apply only to free trials of the Platform
1. Grant of Trial Licence.
The Supplier hereby grants to the Customer the non-transferable, non-exclusive, licence to access the Platform during the Trial Period (defined below), solely for the purposes of evaluating the Platform. Access to the Platform for evaluation purposes is subject to the terms and conditions set out below (Trial Licence).
Only one Trial Licence will be granted to each company.
2. Trial Period.
The free Trial Licence shall last for a maximum period of 14 days only (Trial Period).
3. Consequences of expiry.
On expiry of the Trial Period, access to the Platform will cease automatically if the Customer has not entered into the full subscription agreement with the Supplier to access the Platform which is subject to the terms and conditions contained therein (Subscription Agreement).
4. Termination.
This licence may be terminated by the Supplier during the Trial Period:
a. following the Customer’s breach or non-observance of these Evaluation Terms; or
b. automatically, upon the Customer entering into the Subscription Agreement .
5. Consequences of termination.
If this Trial Licence expires or terminates without the Customer having entered into a Subscription Agreement, the Supplier will delete any data that the Customer may have entered onto the Platform during the Trial Period.
6. Intellectual property rights.
The Supplier owns or licences all intellectual property rights in the Platform. Nothing in these terms and conditions confers on the Customer any intellectual property or other rights in relation to the Platform, other than the right to access it during the Trial Period.
7. Liability.
Save for death and personal injury caused by the Supplier’s negligence, the Supplier shall have no liability of any kind to the Customer in any circumstances whatever in respect of the System. In particular, the Supplier shall have no liability in any circumstances whatever for any data loss or corruption, and the Customer thereby acknowledges and agrees that it is solely responsibility for protecting its data during evaluation of the Platform.
8. Upgrade to the Subscription Agreement.
The Platform will permit the Customer to apply to enter into the Subscription Agreement at any time prior to the expiration of the Trial Period.
12. No warranties.
Except as expressly stated in these terms, no representations. conditions, warranties or other terms of any kind are given by the Supplier in respect of the Platform, and all statutory warranties and conditions are excluded to the fullest extent possible.
14. Governing law.
These terms and conditions and any dispute or claim arising out of or in connection with them or their subject-matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.