Intergage Limited Terms & Conditions

 

Contents

Article I. Intergage Group Limited Terms and Conditions

Version 2022-1

Changes to previous version

SECTION A – GENERAL TERMS & CONDITIONS

  1. Interpretation
  2. Force Majeure
  3. Law
  4. Severability
  5. Waiver
  6. Assignment
  7. Notices
  8. The Proposal
  9. Cancellation

10... Confidentiality

11... Intellectual Property Rights

12... Liability

13... Payment Terms and Pricing

14... Changes to Terms and Conditions

15... Data Protection

16... Entire Agreement

SECTION B – INSTALLATION AND ONBOARDING SERVICES

17... Payment Terms and Pricing

18... Software

19... Supplied Content and Data

20... Other Internet Services (Email, Domain, ISP, DNS)

21... Domain Name Registration and Renewal

22... Domain Name Management

23... Ownership of Content and Data

24... Third Party Software/Services

SECTION C – CLOUD HOSTING AND SOFTWARE SERVICES

25... Payment Terms and Pricing

26... Termination of Cloud Hosting and Software Services

27... Software License

28... Restrictions

29... Enhancements

30... Cloud Hosting

31... Support Policy

SECTION D – TRAINING AND EVENTS

32... Payment Terms and Pricing

33... Cancellation

34... Liability

35... Copyright and Intellectual Property Rights

SECTION E –MARKETING SERVICES

36... Payment Terms and Pricing

37... Deliverables Including Goods

38... Termination of Marketing Contract Services

39... Ownership of Content

40... Contract Outcomes

Article I. Intergage Group Limited Terms and Conditions

Version 2022-1

Updated January 2022

Changes to previous version

  1. Companies updated to refer to all trading companies within the Intergage Group Limited

55 Cobham Road

Ferndown Industrial Estate

Wimborne

BH21 7RB

Company No. 03989761

  1. Services updated
  2. References to Intergage CMS replaced with Intergage Marketing System (IMS) and meaning updated
  3. 13.7 Administration charge for chasing overdue payments no £30 (was £20)

SECTION A – GENERAL TERMS & CONDITIONS

Intergage supplies a wide range of Services. Some of the terms and conditions herein vary according to the Service specified in the Proposal. This Section A contains general clauses; additional clauses are specified according to the Services specified in the Proposal and are contained in Sections B-F. 

1.     Interpretation

1.1.    In these Terms and Conditions, the following definitions apply:

                 

“Intergage”

 

means Intergage® Group Limited, Intergage® Marketing Engineers Limited, Intergage® Marketing Systems Limited, Intergage® Marketing Partners or any of its subsidiaries or Partners providing Intergage® related products and services;

 

“Partner”

 

means an authorised partner of Intergage who provides solutions that include Intergage solutions, bound by a Partner agreement;

“Customer”

 

means the individual or company to whom the invoice is addressed;

 

“Proposal”

Means the order form completed and signed by the Customer; this Proposal may refer to supporting documentation providing detail and scope for the Service;

 

“Purchase Price”

 

means the price for the Service as detailed in the Proposal;

"Service"               

 

means the goods or services specified in the Proposal;

“Software”            

 

means the software that is used to provide the Service;

“IMS”

 

means the Software providing the Content Management System (CMS), Customer Relationship System (CRM), Marketing Automation, Sales Opportunity Management, Project Management, Support Ticketing and other supporting modules owned by Intergage;

 

“Installation”

means a single instance of a Software service, such as a website, CRM or any other Cloud Based system provided by Intergage

“Subscription”

 

means the monthly charge specified in the Proposal for the ongoing provision of the Software, Support and Hosting;

 “Cloud Hosting”

 

means the provision of a Cloud-based web service that responds to a browser’s request for web content with the content requested. This covers both publicly accessible information (the website) and restricted access systems (CMS, CRM). It also includes the provision of any file hosting service accessible through FTP. It does not include other services such as domain management, email hosting and Internet connectivity to/from the Customer’s premises;

 

“First Line Support”

 

means initial analysis and fault logging;

“Confidential Information”

 

for each party the terms of this Agreement and all information and/or data belonging to or relating to that party, its associates, its or their businesses, activities, affairs, products, services, suppliers, customers or prospective customers disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by that party, its representatives or advisers, to the other party, its representatives or advisers whether before, on or after the date of this Agreement;

 

 “Deliverable”

means a set of goods or services that may be delivered at one time, for example: a design draft, a collection of printed items, a marketing plan document, a consultation meeting, a website project or other electronic content;

 

“Event”

means a Service delivered on a particular date, for example: a training course, a hospitality event, a speaker delivering a presentation, or a series of presentations;

 

 “Business Day”

means any day which is not a Saturday, Sunday or a bank or public holiday in England;

 

1.2.    In these Terms & Conditions (except where the context otherwise requires):

1.2.1.      the clause headings are included for convenience only and shall not affect the interpretation of these Terms & Conditions;

1.2.2.      use of the singular includes the plural and vice versa;

1.2.3.      use of any gender includes the other genders;

1.2.4.      any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations, and trusts (in each whether or not having separate legal personality);

1.2.5.      any reference to a statute, statutory provision or subordinate legislation (“legislation”) shall (except where the context otherwise requires) be construed as referring to:

  1. a)     such legislation as amended and in force from time to time and to any legislation which (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation; and
  2. b)     any former legislation which re-enacts, consolidates or enacts in rewritten form.

1.2.6.      any phrase introduced by the terms “including”, “include”, “in particular”, “such as” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2.     Force Majeure

Intergage shall not be liable for any delay or failure in performance of its obligations under this agreement which is due to or results from any circumstances beyond its reasonable control. In any such event Intergage shall be entitled to delay or cancel delivery of the Service.

3.     Law

This agreement shall be governed and construed in all respects in accordance with the Law of England and shall be subject to the exclusive jurisdiction of an English Court of Law.

4.     Severability

4.1.    If any term or provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or in conflict with the law, the validity or enforceability of the remainder of this agreement shall not be affected thereby.

4.2.    If any provision of this Agreement is found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid and enforceable.

5.     Waiver

No failure or delay by either party in exercising, wholly or partially, any of its rights with regard to any breach or default of this agreement by the other party shall constitute a waiver of such rights and no waiver of any such breach or default shall be deemed to constitute a waiver of any other rights or any subsequent or continuing breach of default.

6.     Assignment

The Customer may not sub-licence, assign, transfer or otherwise dispose of its rights under this Agreement or any part of it without the written consent of Intergage.

7.     Notices

7.1.    Any notice or other communication pursuant to this Agreement must be in writing and signed by or on behalf of the party giving it and may be served by pre-paid, first-class post to the address of the relevant party as set out in this Agreement, by fax or subject to the provisions of clause 7.2 by email.  All such notices or demands shall be deemed to have been received:

7.1.1.      in the case of pre-paid first-class post two Business Days after posting; and

7.1.2.      in the case of fax, at the time of transmission, provided that if receipt occurs before 9am on a Business Day the notice shall be deemed to have been received at 9am on that day, and if receipt occurs after 5pm on a Business Day, or on a day which is not a Business Day, the notice or demand shall be deemed to have been received at 9am on the next Business Day.

7.2.    A communication sent by email shall not be effective unless the addressee acknowledges receipt of such communication, such acknowledgement to take the form of a reply email to include the communication being acknowledged.

8.     The Proposal

8.1.    Intergage shall provide a Proposal to the Customer for each project. The Proposal forms part of this agreement.

8.2.    The Customer assumes sole responsibility for ensuring that the Service described in the Proposal meets its requirements before signing the Proposal.

8.3.    The Customer shall return the signed Proposal by letter, fax or email as described in clause 7. Upon receipt of this order acknowledgement, a contract shall be created between Intergage and the Customer for the supply of the Service.

8.4.    By purchasing the Service, the Customer acknowledges that they have read these Terms and Conditions, understands them and agrees to be bound by them.

8.5.    Where the Service includes Cloud Hosting, the Customer acknowledges that they have read the Acceptable Use Policy (AUP), understands it and agrees to be bound by it.

9.     Cancellation

9.1.    The contract may not be cancelled following order acceptance unless a trial or rejection period has been agreed in advance. At the sole discretion of Intergage, a contract may be cancelled either wholly or in part subject to timing, and only once agreement in writing has been notified to the Customer according to clause 7.

9.2.    For retained work billed monthly and where no contract period has been explicitly stated on the Proposal, the contract may be terminated by the Customer giving 3 months’ notice in writing according to clause 7.

9.3.    Unless otherwise stated in the Proposal or subject to clause 9.1 and clause 9.2, the contract may not be cancelled except by agreement in writing of both parties and upon payment to Intergage of such amount as may be necessary to meet the costs incurred to Intergage up to the date of cancellation and to indemnify Intergage against all loss resulting from the said cancellation.

9.4.    The Customer shall have no right to seek any cancellation or repayment of job costs on the basis of style or composition. 

10.  Confidentiality

10.1. During the period of this Agreement and for a period of 3 years after both parties undertake:

10.1.1.    to keep the Confidential Information confidential;

10.1.2. not to use the Confidential Information for any purpose except the performance of its obligations under this Agreement; and

10.1.3. not to use the Confidential Information so as to procure any commercial advantage over the other party.

10.2. The obligations contained in clause 10.1 above shall not apply to any Confidential Information which:

10.2.1.    is already in the possession of the disclosing party other than as a result of a breach of this Agreement;

10.2.2.    is at the date of this Agreement or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement; or

10.2.3.    is required to be disclosed by any applicable law or regulation or by any governmental or administrative authority or by an order of any court of competent jurisdiction.

10.3. Each party undertakes to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of Clause 10 by its employees, agents and sub-contractors.

10.4. The Customer agrees that the ideas, materials and other documents relating to the Service are confidential and all proprietary rights belong to Intergage and shall not be used or disclosed except as permitted by this agreement.

10.5. This clause 10 shall survive the termination of this Agreement for whatever reason.

11.  Intellectual Property Rights

11.1. Once full payment has been made and the deliverables have completed and signed off, the ownership of the rights to the deliverables created will pass to the Customer.

11.2. Third party materials, such as imagery, used in the deliverables may be subject to usage liabilities such as royalties and license fees. Intergage shall procure such license as necessary for the use of third-party materials for use within the scope of the Proposal. The Customer should obtain written consent from Intergage for use of any part of the deliverables outside of the scope of the Proposal.

11.3. Unless otherwise stated in the Proposal, Intergage reserves the continuing right to use any deliverables it produces for the promotion of its services.

11.4. Where the Proposal includes Software created by Intergage, Intergage retains ownership of all copies of the Software and the Intellectual Property Rights (IPR) therein. The Customer has no rights to the Software or the IPR contained therein.

12.  Liability

12.1. The following provisions set out the entire financial liability of Intergage (including any liability for the acts or omissions of its employees, agents or subcontractors) to the Customer in respect of:

12.1.1.    any breach of this Agreement; and

12.1.2.    any representation, statement or tortious act or omission including negligence arising under or in connection with the contract.

12.2. Subject as expressly provided in these conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

12.3. Nothing in these conditions excludes or limits the liability of Intergage for death or personal injury caused by negligence or for fraudulent misrepresentation.

12.4. Subject to clauses 12.2 and 12.3:

12.4.1.    Intergage shall not be liable to the Customer for any loss or damage, costs or expenses (whether direct, indirect, incidental or consequential and whether relating to loss of profit, loss of business, business interruption, loss of data, depletion of goodwill or other such losses), suffered by the Customer which arise out of or in connection with the supply of the Service or their use by the Customer.

12.4.2.    The Customer assumes all risks as to the suitability, quality, and performance of the Service.

12.4.3.    Intergage’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising in connection with the performance or contemplated performance of this contract shall be limited to, and in no event shall exceed, the amount originally paid to Intergage for the Service.

12.4.4.    Intergage shall not be liable for any loss, damage or delay which arises as a result of the termination of the contract between us, or for our compliance with relevant statutory or regulatory requirements

12.4.5.    It is the responsibility of the Customer to ensure that the deliverables comply with all laws, regulations and codes in all countries where the deliverables are used. The Customer agrees to indemnify Intergage against any costs arising from the use or misuse of the deliverables.

12.5. No verbal or written information or advice given by Intergage, or its dealers, distributors, employees or agents shall in any way extend, modify or add to these conditions.

13.  Payment Terms and Pricing

13.1. Where a deposit is required, Intergage is not obliged to carry out any work before the deposit is received.  In the event that any preliminary work is carried out prior to receipt of the deposit and the order is then cancelled, Intergage will invoice the Customer for this work.

13.2. The Purchase Price is exclusive of VAT. VAT shall be charged at the prescribed rate at the date of invoicing. The Customer shall pay the VAT to Intergage as if it were part of the Purchase Price and all requirements and other provisions concerning payment of the Purchase Price shall apply accordingly.

13.3. The Purchase Price, once accepted by both parties as signified by the receipt of a signed Proposal, is applicable for 12 months from the date of signing. Intergage reserves the right to increase the price of any work outstanding after that period.

13.4. Prior to each payment due date, Intergage shall issue an invoice to the Customer. Unless otherwise stated in the Proposal, each invoice is payable within 7 calendar days.

13.5. If the Customer fails to make payment on a due date, then without prejudice to any other right or remedy available to Intergage, Intergage shall be entitled to suspend or terminate the Service.

13.5.1.    Should a payment be late by 30 or more days, Intergage may suspend the Service

13.5.2.    Should a payment be late by 60 or more days, Intergage may terminate the Service.

13.6. In the event that any payments due under these terms and conditions become overdue, interest on such amounts shall be payable by the Customer, from the due date to the actual date of payment, after as well as before any judgment, at the rate of 2% over the base lending rate for the time being of National Westminster Bank plc.  Such interest shall accrue on a daily basis and be compounded quarterly.

13.7. In the event that any payments due under these terms and conditions become overdue, Intergage reserves the right to add a fee of £30+VAT to cover the costs of administration of the debt.

13.8. All payments shall be paid in full without set off, deduction or counterclaim whatsoever.

13.9. Where any invoice includes a reduction due to an agreement to pay by Direct Debit or Standing Order, should the payment not be made by such means, Intergage reserves the right to recharge the reduction.

13.10.     Intergage reserves the right to vary the Purchase Price according to further requirements made by the Customer subsequent to order acknowledgement. Any such variation shall be advised by Intergage in writing and confirmed by the Customer in writing before either the work proceeds further, or any charges are incurred.

13.11.     Where the Proposal includes design work, unless otherwise stated in the Proposal, the Purchase Price includes an allowance for two sets of changes to each deliverable. Additional changes shall be charged at the prevailing hourly rate. Any such variation shall be advised by Intergage in writing and confirmed by the Customer in writing before either the work proceeds further, or any charges are incurred.

13.12.     The charge for carriage of goods is at additional cost to the Customer, unless otherwise stated    in the Proposal.

13.13.     Intergage reserve the right to charge expenses when fulfilling the work.  Any mileage shall be charged at the rate of £0.45p per mile.  No expenses shall be incurred without the Customer’s express written agreement.

14.  Changes to Terms and Conditions

14.1. Intergage reserves the right to create a new version of its Terms and Conditions at any time in order to comply with changes in the law, under these circumstances customers will be notified of the change by email.

14.2. Intergage reserves the right to create a new version of its terms and conditions when new terms and conditions are imposed on it by third parties (for example, where hosting terms and conditions change) and to pass these on to its’ customers. Under these circumstances customers will be notified of the change by email.

14.3. Where Intergage requires a Customer to accept the latest Terms and Conditions due to a change in the service offering, the Customer will be notified and required to sign and accept the new Terms and Conditions within 90 days, or before the start of a new service, whichever is soonest.

14.4. Where the Customer does not accept (or refuses to sign) a new version of the Terms and Conditions, Intergage reserves the right to terminate services. Under these circumstances Intergage will, where possible, serve a minimum of 90 days’ notice of termination (in writing) unless legally bound otherwise.

14.5. The most current version of these Terms and Conditions may be found on the Intergage Group website https://www.intergage.co.uk

14.6. The most current version of the Terms and Conditions shall supersede all previous versions.

15.  Data Protection

15.1.  DEFINITIONS  

(a)   Data Protection Legislation:  (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998

15.2 (b) Data Controller, Data Processor, Data Subject and Personal Data, Sensitive Personal Data, processing and appropriate technical and organisational measures shall have the meanings given to them in the DPA. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 15 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

15.3        The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and the Provider is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).

15.4        Without prejudice to the generality of clause 15.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Provider for the duration and purposes of this agreement.

15.5        Without prejudice to the generality of clause 15.2, the Provider shall, in relation to any Personal Data processed in connection with the performance by the Provider of its obligations under this agreement:

(a)   process that Personal Data only on the written instructions of the Customer unless the Provider is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Provider to process Personal Data (Applicable Laws). Where the Provider is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Provider shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Provider from so notifying the Customer;

(b)   ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c)    ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

(d)   not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

(i)             the Customer or the Provider has provided appropriate safeguards in relation to the transfer;

(ii)            the data subject has enforceable rights and effective legal remedies;

(iii)           the Provider complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(iv)           the Provider complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

(e)   assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f)     notify the Customer without undue delay on becoming aware of a Personal Data breach;

(g)   at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and

(h)   maintain complete and accurate records and information to demonstrate its compliance with this clause 15 [and allow for audits by the Customer or the Customer’s designated auditor].

15.6        The Customer consents to the Provider appointing any third party (as they see fit) as a third-party processor of Personal Data under this agreement. The Provider confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 15. As between the Customer and the Provider, the Provider shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 15.

15.7        Either party may, at any time on not less than 30 days’ notice, revise this clause 15 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

16.  Entire Agreement

16.1. This Agreement and the documents referred to in it, constitute the entire agreement and understanding of the parties and shall supersede any previous agreement between the parties relating to the subject matter of this Agreement.  No variation of this Agreement shall be valid unless in writing signed by both parties.

16.2. Each of the parties acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) which it may have relied on in entering into this Agreement.

The only remedy available to it shall be for breach of contract under the terms of this Agreement. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.

Should you have any questions concerning these Terms and Conditions, contact Intergage before submitting a signed agreement to any Proposal.

SECTION B – INSTALLATION AND ONBOARDING SERVICES

This section covers projects required to configure, migrate data to and populate a new system (typically a website or cloud-based, business application(s) such as CRM or marketing automation) using the Intergage Marketing System (IMS).

Third party software vendors (such as WordPress and HubSpot) impose their own terms and conditions and customers should refer to those where applicable.

17.  Payment Terms and Pricing

17.1. Unless otherwise stated in the Proposal, the Purchase Price for a project shall be payable to Intergage by the Customer as follows: -

17.2. 50% non-refundable deposit payable on receipt of the order acknowledgement;

17.3. 25% upon approval of the design / configuration;

17.4. 25% 7 Business days after the Installation is set live (see section 17.3). 

17.5. Subscription fees are increased annually on the 1st January in line with the published rate of inflation as determined by the Retail Price Index (RPI)

17.6. Once an installation is set live, the Customer must report any “snags” (defects to be corrected) within 7 business days. Such snags must fall inside of the scope of the Proposal and be agreed by Intergage to be fair and reasonable. The installation will be deemed complete after (a) 7 Business Days have elapsed since the first set live date or (b) once the agreed “snags” have been corrected.

18.  Software

18.1. The Customer assumes sole responsibility for ensuring that the Software functionality meets its requirements before signing the Proposal.

18.2. Unless the Proposal explicitly states otherwise, the Customer bears all costs for modifications to the Software in the event that the Customer discovers, subsequent to signing the Proposal, that the Software functionality does not meet its requirements

18.3. No Software or Internet service can ever be guaranteed to be 100% reliable. Intergage shall not be liable for any losses caused resulting from the use of (or inability to use) the Service, due to faults in the Software or underlying software, hardware, networks or any other cause of failure.

18.4. Intergage does not warrant any Software that has been altered or changed in any way by anyone other than Intergage. Intergage is not responsible for problems associated with or caused by incompatible operating systems or equipment, or for problems in the interaction of the Software with software not provided by Intergage.

19.  Supplied Content and Data

19.1. The Customer agrees to supply all agreed content and data within a timely manner and accepts that delays may affect the project delivery schedule, and deadlines.

19.2. Where a Customer is required to provide data, the quality of the supplied data is the responsibility of the Customer. Should corrections need to be made, such as fixing invalid addresses, email addresses or typing errors, this should be done by the Customer and new, clean data supplied. Intergage may offer a service to clean data, but this is considered a separate chargeable project unless expressly included.

19.3. Intergage accepts no responsibility for the ownership, copyright or GDPR implications of supplied content and data. The Customer is fully responsible for the content and data supplied, to ensure it is usable for the purpose given, and there is a legal grounds to use the content and data.

20.  Other Internet Services (Email, Domain, ISP, DNS)

20.1. The Customer agrees that it is their responsibility to source all of the appropriate services required to run their website, including domain name management, email and Internet connectivity.

20.2. Intergage does not offer Internet Service Provider (ISP) services, such as provision of an Internet connection to the Customer's computer or computer network.

20.3. Intergage does not offer email services, such as the provision of a mail server for the purpose of sending email messages from the Customer's computer or computer network, or receipt of email messages. Intergage is happy to recommend other providers for email services. Where such services have been provided in the past, they shall continue to be supported for existing domain names only.

20.4. Intergage may offer optional services for domain name purchase, renewal and management.

21.  Domain Name Registration and Renewal

21.1. Intergage may offer the Customer domain name purchase and renewal services for one or more domain names related to the Customer’s Website. This service is only available where the Customer also purchases a Website service using the domain names.

21.2. The contract for the registration is between the Customer and the Naming Authority. The Customer is bound by the terms and conditions of the Naming Authority.

21.3. Intergage cannot guarantee that they will be able to register any requested domain name and, until specific confirmation of registration has been given, the Customer cannot assume the registration has been affected.

21.4. Intergage gives no warranty that the Internet Domain Name requested will not infringe the rights of any third party and the Customer indemnifies Intergage in respect of any such infringements.

21.5. Intergage reserves the right to vary the fees for domain name purchase and renewal from time to time.

21.5.1.    The current fees for domain name purchases will be stated to the Customer at the time of purchase.

21.5.2.    The current fees for domain name renewals will be stated to the Customer in the month preceding the renewal with a minimum of 14 Business Days’ notice to allow the Customer time to transfer the domains elsewhere if required.

21.6. The fees for domain name purchase and renewal include DNS hosting if required. 

21.6.1.    Where DNS hosting is provided, the fees for domain name purchase and renewal include the management of the DNS records for such domains, to point the domains at the Intergage Cloud Servers and to the Customer’s preferred email servers.

21.7. The Customer retains ownership of the domain names. Intergage shall not withhold from assisting the customer in transferring their domain name providing that any fees due to Intergage for any services provided by Intergage to the Customer have been paid in full.

21.8. Intergage may, at its discretion, make a small administration charge for transferring domains. In such cases Intergage shall agree any charges with the client in advance of any further work being carried out.

21.9. Fees charged by third parties such as Nominet (for domain name registration details updates) or other domain management companies (for domain name transfers) are the responsibility of the Customer. Such fees will be passed on to the Customer for payment if they are incurred by Intergage.

22.  Domain Name Management

22.1.   The Customer accepts that Intergage may need to move the Cloud Hosting for an Installation to a different IP Address at short notice and at any time.

22.2. Where the Customer manages their own domain name, Intergage may, at their own discretion, make Name Servers available to the Customer to allow Intergage to manage the DNS records on behalf of the Customer. In such circumstances:

22.2.1.    The Customer accepts the responsibility to point the domain names to the specified Name Servers.

22.2.2.    The Customer agrees to provide contact details for an authorised representative for Name Server updates and to keep Intergage updated with any changes to these details. 

22.2.3.    The Customer agrees that the authorised representative shall, on request by Intergage, update Name Server records within 3 Business Days at all times.

22.2.4.    The Customer agrees that failure to update Name Server records will result in their Installation and website being unavailable and that even in such cases the Customer is still responsible for Cloud Hosting fees.

22.2.5.    The Customer is responsible for all costs incurred to update Name Server records. 

22.3. Where the Customer manages their own domain name and Intergage does not provide Name Servers for the domain:

22.3.1.    The Customer accepts the responsibility to update the DNS records used to map the domain name to the IP Address of the Cloud Hosting service.

22.3.2.    The Customer agrees to provide contact details for an authorised representative for DNS updates and to keep Intergage updated with any changes to these details. 

22.3.3.    The Customer agrees that the authorised representative shall, on request by Intergage, update DNS records within 3 Business Days at all times.

22.3.4.    The Customer agrees that failure to update DNS records will result in their Installation and website being unavailable and that even in such cases the Customer is still responsible for Web Hosting fees.

22.3.5.    The Customer is responsible for all costs incurred to update DNS records. 

23.  Ownership of Content and Data

23.1. The Customer is legally responsible for the content of their website(s) and data held within their Installation(s).

23.2. Intergage does not infer ownership of the design or content of the Customer’s website(s) nor any data held in the installation (CRM data etc.).

23.3. The data that a Customer is entitled to take from its website(s) upon termination of its contract with Intergage includes the following:

23.3.1.    The graphical design of the website(s) and the entitlement to reproduce this design within other websites.

23.3.2.    All text and imagery incorporated as part of the website(s).

23.4. The data held within the Installation, including CRM company, contact and activity data, sales opportunities and projects belongs to and is the legal responsibility of the Customer.

23.4.1.    Such data may be freely exported from the system in a CSV format by the Customer.

23.4.2.    Intergage accepts no responsibility for an Installation misconfiguration, incorrectly described requirement, shared or weak password, or any other cause resulting in such data being made publicly accessible, regardless as to who made the change. Such as a publicly accessible Contact search listing all contacts rather than a limited subset, or a weak password being used to gain full system access.

24.  Third Party Software/Services

24.1. Where the Proposal includes any third-party software and/or services as part of the Proposal, Intergage will provide first line support only. Where the fault is caused by the third-party software and Intergage is unable to correct the fault Intergage will use its reasonable endeavours to ensure that the problem is reported to the relevant third party for resolution.

SECTION C – CLOUD HOSTING AND SOFTWARE SERVICES

This section covers the hosting of the Intergage Marketing System (IMS).

Third party software vendors (such as WordPress and HubSpot) impose their own terms and conditions and customers should refer to those where applicable.

25.  Payment Terms and Pricing

25.1. Subscription fees are payable whilst the Service is Activated.

25.2. The fees payable for the Service depend on the modules installed and number of website domains for which the Service is provided and licensed. The licensed domain(s) for which the Service is to be provided must be supplied to Intergage at the time of purchase.

25.3. The Service is considered Activated from the time the customer is given access to the IMS Administration facility, when the installation is set live, or three months after the approval of the onboarding project, whichever is the sooner.

25.4. Minimum Activation Period: The minimum period for Service Activation is:

25.4.1.    Nine months from the date of the initial Activation (clause 25.3), in the case of a standard Web Hosting agreement not exceeding reasonable usage, as defined in clause 30.6.

25.4.2.    Nine months from the time at which the solution is implemented, unless otherwise agreed in writing, in the case of a higher capacity Cloud Hosting agreement as defined in clause 30.7.

25.5. After the Minimum Activation Period, the Customer may elect to suspend or terminate the Service with a minimum of three months written notice.

25.6. Suspension of Service

25.6.1.    If the service is suspended, the IMS Administration facility will be locked, and the Customer shall not be able to access their installation. Where a website is provided, the interactive features of the website shall be disabled with the sole exception of submission of Email Response Forms.

25.6.2.    While the Service is in Suspension, the Customer agrees to pay a monthly holding fee. The holding fee will be 25% of the agreed subscription costs, subject to a minimum of £30 per month.

25.7. Reactivation of Service: Following suspension, the Customer may elect to reactivate the Service. The Customer may again elect to suspend the Service with a minimum of three months written notice.

25.8. Whilst the Service is Activated, Intergage will, upon request, register and manage the website’s primary domain name for the Customer, up to a maximum value of £10 per annum. Additional domains will be registered and managed only by special agreement in writing.

25.9. The Customer may terminate their Service Activation by giving three month’s written notice from the next due payment, subject to the Minimum Activation Period given in clause 25.3. During this notice period, the subscription fees are payable. Once notice of Termination of Service has been received, an invoice will be raised for three months subscription fees. This invoice is subject to our standard Payment Terms.

26.  Termination of Cloud Hosting and Software Services

26.1. The License is effective until terminated.  This License will terminate immediately without notice from Intergage if the Customer fails to comply with any of its provisions.  Such termination shall be without prejudice to the obligation of the Customer to purchase the Service for the Minimum Activation Period or for a minimum of three months following the termination whichever is the longer.

26.2. Upon termination, the Customer is not entitled to the following:

26.2.1.    Access to, or future use of, the Service

26.2.2.    Any of the programming code used within the Intergage Software, in a whole or partial form.

26.2.3.    Any of the JavaScript programming code that is output to the website pages by the Software in order to provide standard features on the website. Such features include, but are not limited to: popup menus, image galleries, video players and popup social networking dialogues.

26.2.4.    Upon termination the Customer must return or destroy any documentation associated with the usage of the Service.

27.  Software License

The Customer is granted a limited, non-exclusive license to do only the following:

27.1. The Customer has the right to use the Service to update, manage and market their website(s) using the built-in administration facilities, update CRM and Sales records, Project Management and Support Ticket information, create and edit Marketing Automation Campaigns and view and interact with Dashboards in line with the provided help and training supplied. The Software must not be used for any other purpose without the express written permission of Intergage.

27.2. The Customer has the right to use the Service to provide web on the licensed domain(s) only.

27.3. The Customer may transfer the Service and all rights under this License to another party together with a copy of this License and all written materials accompanying the Service, provided (i) the Customer gives Intergage written notice of the transfer (including in such notice the identity of the transferee), and (ii) the other party reads and agrees to accept the terms and conditions of this License. This clause can only be executed if the Service is sold as part of an entire installation sale for the licensed domain(s). The Service itself cannot be sold as a separate entity.

28.  Restrictions

28.1. Intergage provides access to the Software on a “Software as a Service” basis. 

28.2. The Customer agrees that the Software, online training videos and documents relating to the Software are confidential. All proprietary rights and Intellectual Property Rights (IPR) belong to Intergage. The Customer may not communicate details of any part of any document, online training video or Software supplied by Intergage without the written consent of Intergage.

28.3. The Customer may not attempt to modify the Software in any way, or create derivative works based upon the software or any or any part thereof.

28.4. The Customer may NOT sublicense, transfer, assign, or provide access to the Software to other parties.

28.5. The Customer agrees that only direct employees of the Customer are given access to the Software. The Customer is expressly forbidden to provide access to the Software to any other party (including but not limited to competitors of Intergage) unless explicitly agreed in writing. The Customer acknowledges that the Software contains valuable copyrighted information, confidential information and trade secrets and that unauthorised use and/or copying are harmful to Intergage.

28.6. Intergage may from time to time notify the Customer of steps to take to safeguard the Software and the Customer agrees to follow these steps to the best of their ability.

28.7. Should Intergage cease trading, the Customer gains the right to modify the Software for the sole purposes of maintenance and upkeep of the original installation only. The Intellectual Property Rights (IPR) for the Software remains the property of Intergage and its shareholders.

29.  Enhancements

From time-to-time Intergage may, in its sole discretion, advise the Customer of updates, upgrades, enhancements or improvements to the Software and/or new releases of the Software (collectively, "Enhancements").

29.1. Intergage may, at its sole discretion, install and license the Customer to use such Enhancements at no cost, whilst the Service is activated.

29.2. From time to time, Intergage may make available Enhancements giving additional functionality to the Customer, for an agreed extra cost.

29.3. All such Enhancements to the Software provided to the Customer shall also be governed by the terms of this License.

30.  Cloud Hosting

30.1. Intergage shall provide the Customer with a Cloud Hosting facility suitable for use with the Software.

30.2. The Cloud Hosting service includes backups of the client’s SQL database and data files uploaded using the IMS. The backups exclude data files uploaded using FTP account(s) to areas outside of IMS management. Such backups are made at least daily. Primary backups are stored within the data centre.

30.2.1.    The backups shall be copied to an offsite location separate from the data centre. Intergage will accept no responsibility whatsoever for loss of data or information resulting from the use of this service.

30.2.2.    The Customer may, on request, opt out of the offsite backups that take the data outside of the data centre. The customer must request this prior to commencement of services. In such cases, Intergage accept no responsibility whatsoever for any loss of data.

30.3. The Customer agrees to abide by rules regarding acceptable use of the Cloud Hosting service:

30.3.1.    The Customer agrees to abide by the separate terms and conditions of the Acceptable Usage Policy, available on request.

30.3.2.    The Customer agrees that the Cloud Hosting facility may be provided by a third party and that the Terms and Conditions, including the Acceptable Usage Policy, of that third party shall apply to the Customer.

30.4. Intergage shall make all reasonable efforts to ensure that the Service is available, subject to any limitations imposed by the third-party Cloud Hosting.

30.5. Intergage may, from time to time, temporarily withdraw Service for the purpose of making enhancements available to the Customer and for maintenance or support issues.

30.6. The Cloud Hosting service will be provided on the basis of reasonable usage for server load, disk space and bandwidth:

30.6.1.    Reasonable usage of the Cloud Hosting service will provide a maximum of 20GB of monthly bandwidth and 2GB of disk space.

30.6.2.    Due to the varying nature of a website’s content and popularity it is not possible to provide exact description of ‘reasonable usage’ for server load hence Intergage states an expectation that 95% of their customers would not exceed ‘reasonable usage’ for server load.

30.7. Where the Customer’s website exceeds reasonable usage, Intergage may offer to provide the Customer with a higher capacity service at an agreed increased fee. In circumstances where the server load is much higher than expected, Intergage may either (a) offer the Customer a bespoke Cloud Hosting solution at an agreed increased fee or (b) if an agreed solution is not found the Cloud Hosting service may be terminated at no cost to either party.

31.  Support Policy

31.1. Intergage provides a Support Policy during the period of Service Activation. The support policy provides the following elements:

31.1.1.    Free support via email / video call (Microsoft Teams or similar).

31.1.2.    Support via telephone, with call costs paid by the Customer.

31.2. Intergage considers Software training to be essential. If Intergage considers the Customer representative has not received Software training or requires additional Software training, Intergage reserves the right to insist that the Customer representative attends Software training before any further support is delivered to that Customer representative.

31.3. Intergage accepts no responsibility for any incorrect use of the software by the Customer for any reason, including lack of training, experimentation and deliberate abuse. There is no obligation for Intergage to correct any such fault, although Intergage may, at its discretion and as a chargeable service , offer to restore from a backup, apply corrections, or replace data.

SECTION D – TRAINING AND EVENTS

Intergage provides Events that include hospitality events, educational and sales presentations and training courses..

32.  Payment Terms and Pricing

32.1. Where the Customer is required to pay for an Event:

32.1.1.    Intergage shall issue an invoice to the Customer on receipt of the order acknowledgement. Unless otherwise stated in the Proposal, the invoice is payable within 7 calendar days. Where attendance is confirmed less than 7 calendar days prior to the Event, the payment must be made immediately on receipt of the invoice and before the event takes place.

32.1.2.    The Purchase Price does not include travel and/or accommodation for the Customer. This is left to the customer to arrange.

32.1.3.    If an Event has been arranged to take place on the Customer’s premises, additional travel and/or accommodation costs for the trainer(s) may apply and these shall be shown on the Proposal.

32.1.4.    The Purchase Price includes light refreshments such as tea, coffee and biscuits. Lunch is not included unless stated on the Proposal or unless the Event is clearly marketed as a “lunch” event.

32.1.5.    The Purchase Price, once accepted by both parties as signified by the receipt of a signed Proposal, is applicable only for the agreed time and date of the Event.

33.  Cancellation

33.1. Cancellation of attendance by individuals or groups must be given in writing at least 7 days prior to the date of the Event.

33.2. If a paying Customer does not attend an Event and has not followed the cancellation procedure in clause 37.1, the full Purchase Price remains payable. No refunds will be given.

33.3. If it is necessary to change the date of the Event, Intergage shall give at least 7 days’ notice prior to the revised date of the Event. The Customer therefore has the right to cancel as stated in clause 33.1.

33.4. If the Event is cancelled by Intergage, the full Purchase Price shall be refunded to the Customer. 

33.5. Intergage shall make every effort to provide the Event on the stated date but will not be under any liability if the Event is delayed or prevented by events beyond its control.

33.6. Certain Events (mostly training courses) are free to Customers paying subscription fees for the Intergage Software Services but Intergage does sell places on these valuable courses. Should a subscription paying Customer not follow the cancellation procedure in clause 33.1, Intergage will charge non-attendees a £25 cancellation fee.

34.  Liability

34.1. Intergage does not accept responsibility for anyone acting as a result of the information supplied or opinions expressed in its training courses, including course material. All information is given in best faith. Opinions expressed are those of individual trainers and not necessarily those of Intergage. Customers should take professional advice when dealing with specific situations.

34.2. Intergage reserves the right to make appropriate changes to the course timetable and content or to cancel a course due to unforeseen circumstances. Liability shall be limited to the refund of the fees paid in such instances.

34.3. Intergage shall not be liable for any loss, damage or delay which arises as a result of the termination of the contract between us, or for our compliance with relevant statutory or regulatory requirements.

35.  Copyright and Intellectual Property Rights

35.1. Information supplied during the Event, whether oral or written, is subject to copyright. The copyright is owned by Intergage unless otherwise stated. Duplication of material in whole or in part is prohibited without the written consent of Intergage.

35.2. Events are not to be recorded or transmitted in any way without the prior written consent of Intergage.

SECTION E –MARKETING SERVICES

Intergage provides a variety of Marketing Services. Where the Proposal includes Marketing Services the clauses in Section E apply.

36.  Payment Terms and Pricing

36.1. For printing and physical goods, unless otherwise stated in the Proposal, the Purchase Price shall be payable to Intergage on receipt of the order acknowledgement.

36.2. For ad-hoc project work consisting of a single deliverable, unless otherwise stated in the Proposal, the Purchase Price shall be payable to Intergage on receipt of the order acknowledgement.

36.3. For retained work billed monthly, unless otherwise stated in the Proposal, the agreed monthly element of the Purchase Price shall be payable to Intergage by the first working day of the month, in advance of the work to be carried out.

36.4. For project work consisting of multiple deliverables, unless otherwise stated in the Proposal, the Purchase Price shall be payable to Intergage as follows:

36.4.1.    50% non-refundable deposit payable on receipt of the order acknowledgement; and

36.4.2.    25% upon the approval of the initial concept document.

36.4.3.    25% upon final completion / delivery / sign-off. 

37.  Deliverables Including Goods

37.1. Where a deliverable includes goods to be received by the Customer:

37.1.1.    The passing of risk shall occur on the day of the delivery to the Customer.

37.1.2.    If goods are received by the Customer in any way damaged upon delivery, the Customer must advise Intergage within 24 hours of delivery of the nature of the damage and must retain the Goods as delivered.

37.1.3.    The maximum extent of Intergage’s liability for damaged goods will be, at its sole discretion depending on the circumstances: a return of the Purchase Price related to the goods or replacement of the goods.

37.1.4.    Goods remain the property of Intergage and title remains with Intergage until payment has been made in full.

37.1.5.    All times or dates given for delivery of the Service are given in good faith and shall not be of the essence of any contract.

37.1.6.    Intergage shall make every effort to achieve any quoted delivery dates and execute any obligations set out in the Proposal but will not be under any liability if delivery is delayed or prevented by events beyond its control or as a result of delays by the Customer.

38.  Termination of Marketing Contract Services

38.1. The Contract is effective until terminated.  This Contract will terminate immediately without notice from Intergage if the Customer fails to comply with any of its provisions.

39.  Ownership of Content

39.1. The customer is legally responsible for the content of their website(s), adverts and other marketing material.

39.2. Intergage does not infer ownership of the design or content used in the website(s), adverts or other marketing material.

40.  Contract Outcomes

40.1. All marketing services are undertaken on a “best endeavour” basis. The customer agrees it is their responsibility to ensure the suggested Contract Outcomes are fit for purpose.

40.2. Where third-party services are used, such as online advertising systems, Intergage accepts no responsibility for the efficacy of such services.

40.3. Any defined targets (or intentions to increase Marketing efficacy) cannot be taken as a contractual obligation or guarantee. Since marketing is not an exact science, and success is subject to many variables beyond its control (such as competitor activity, market conditions, political, economic and environmental factors), Intergage cannot be held accountable or liable for marketing campaign or project outcomes.