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Terms of Service

 

The following terms and conditions and, the Contract Terms you sign or by acceptance of these terms on first login of the platform, form the agreement (the “agreement”) between you, the Client, who has signed up for QuickAction (registered as IntentPro Limited) services (“you”, “your”, “Client”), and us, (i) IntentPro Limited trading as “QuickAction”, a company registered in England and Wales with company number 13873023 whose registered office address is at Scale Space, 1st Floor, 58 Wood Lane, London, United Kingdom, W12 7RZ, (“us”, “our”, “we”, “IntentPro”). You and us are each a “party”, and together, the “parties”.
 

We reserve the sole right at any time to modify, discontinue or terminate our services, or modify these terms and conditions (but not the Contract Terms) without notice. It is your responsibility to check these terms and conditions periodically for changes. By continuing to use our services after we make and post any such modification, you agree to be legally bound by the revised terms and conditions. You may not alter these terms and conditions without our express written consent.
 

Defined terms used in these terms and conditions shall have the meanings as set out in the Contract Terms between you and us unless the context requires otherwise.
 

 1. What does this agreement do?

This agreement creates a legally binding agreement between IntentPro and the Client, whereby IntentPro will provide the Services in exchange for the Client paying IntentPro the IntentPro Fee.


2. How long does this agreement last?

This agreement starts on the date the Contract Terms were signed, or, if the Start Date listed in the Contract Terms is a date prior to such date, then this agreement is deemed to take effect from the Start Date, and it will last for the Term Length as set out in the Contract Terms.


3. Does this Agreement automatically renew?

Yes, this agreement will automatically renew for subsequent periods of the Term Length (each a “Renewal Period”) unless either party provides the other party with written notice of its intention for the agreement not to automatically renew at least ninety (90) days before the relevant Renewal Period.
 

 4. How can the Client pay for the Services?

The Client will receive an invoice from IntentPro or its Authorised Resellers on a monthly, quarterly or yearly basis (in accordance with the billing cycle stated in the Contract Terms), and the Client must pay the amount on each invoice (without setoff) via bank transfer or credit card into IntentPro’s bank account within 30 days from the date of the invoice. If the Client fails to pay on time, then IntentPro may add simple interest on top of the amount due (accruing on a daily basis from the final date for payment until the actual date of payment, whether before or after judgment), at a rate of 4% per year above the Bank of England’s base rate which is current at the date payment became overdue.


5. Can IntentPro increase the IntentPro Fee in line with the UK’s retail price index without Client consent? 

Yes, IntentPro may, at its sole and absolute discretion and without the Client’s consent, increase the IntentPro Fee on an annual basis to reflect increases in costs in line with the UK’s retail price index (“RPI”) of the preceding year; provided that any such percentage increase shall not be greater than the RPI for the preceding year.
 

6. Who owns what?

IntentPro owns all intellectual property rights in and to the “IntentPro Platform”, which is the software (including source code and object code) created by or for IntentPro which provides data engineering services and/or analytics and data science services to IntentPro’s clients.
 

Client owns all intellectual property rights to the Client’s website(s), any documents or materials that the Client provides IntentPro, and the output data specific to the Client which is created by IntentPro in the provision of the Services (together, the “Client Data”).


7. Does this agreement grant the parties the right to use each other’s intellectual property?

Yes, this agreement gives (A) the Client the right to use the IntentPro Platform solely for the purpose of receiving the Services, and (B) IntentPro the right to use the Client Data solely for the purposes of product development and/or provision of the Services to the Client, in each case for the duration of this agreement only. Any use of the other party’s property other than as envisaged by this agreement will be a material breach of this agreement, allowing the non-breaching party the right to immediately terminate this agreement.


8. Are there any other restrictions on how the Client can use the IntentPro Platform?

Yes, the Client cannot reverse engineer or decompile the IntentPro Platform, or otherwise grant access to, copy, reproduce, or redistribute any aspect of the IntentPro Platform or any other documents or materials received by the Client as a result of receiving the Services under this agreement, including to any third party without IntentPro’s prior written consent.


9. How can the Client access the IntentPro Platform?

IntentPro or one of its Authorised Resellers will provide the Client with unique log ins for up to the number of Authorised Users as stated in the Contract Terms. Any additional log-ins will require an additional contract. You will procure that each Authorised User will not share their unique log-in details with anyone else.
 

10. Can IntentPro say that the Client is one of IntentPro’s clients?

Yes, Client hereby gives IntentPro permission to use the Client’s name and logo on IntentPro’s website solely for the purpose of identifying the Client as one of IntentPro’s clients. This permission is only for the duration of this agreement, so IntentPro must remove any and all references to the Client within 30 days of this agreement ending.


11. Is this agreement confidential?

Yes, the terms of this agreement, and any information which would reasonably be considered confidential that is received by either party in connection with this agreement is confidential, and each party hereby agrees to keep the terms of this agreement and the other party’s confidential information, confidential, for the duration of this agreement and for ten (10) years after this agreement ends. This means, either party must use reasonable security mechanisms to protect the confidential information, and not divulge the confidential information to any third party without the other party’s prior written consent. The only exceptions are if a party is required to divulge confidential information (i) as required under permitted law – in which case, the party may do so, but it shall inform the other party as soon as reasonably practical (if it is lawfully able to do so), (ii) to our professional advisors, (iii) in connection with the proposed transfer of any or all of our rights and obligations under this agreement to a third party (iv) in connection with the proposed sale or reorganisation, merger, consolidation, acquisition, or other restructuring involving any or all of our voting securities or assets, (v) in connection with ordinary course discussions with members of the board of directors of either party, or (vi) in connection with any funding or equity investment negotiations with third parties where details of the agreement are part of a due diligence process and such third parties have signed confidentiality agreements. If either party breaches any of the confidential obligations in this clause, then such breach will be a material breach, and the non-breaching party may immediately terminate this agreement.
 

12. Is there any personal data involved in this agreement?

Yes, IntentPro may have access to the Client’s data in the IntentPro platform to support with customer success activities or to resolve bugs. This data may include personal data as uploaded by the client (the “Customer Personal Data”). If IntentPro obtains Customer Personal Data or any other information which may identify an individual when providing the Services, IntentPro agrees that it will (i) only process such data for the purposes of providing the Services under this agreement, (ii) not transfer the data to any third party outside of the UK without the Client’s prior consent (which may be given by email), (iii) immediately delete such data if requested to by the Client and (iv) provide reasonable assistance to the Client with respect to any data protection queries relevant to data held by IntentPro. Each party agrees to comply with their respective obligations under the UK Data Protection Act 2018 as may be updated or replaced from time to time. 


a. The parties further agree to adhere to their respective obligations under IntentPro’s data protection agreement available below (the “Data Protection Agreement”).


13. What happens if something beyond IntentPro’s reasonable control happens which prevents or delays IntentPro from providing the Services?

If something beyond IntentPro’s reasonable control happens, which prevents or delays IntentPro from providing the Services, including without limitation any government-imposed restrictions or government guidance and/or recommendations, (each a “force majeure event”) then IntentPro won’t be in breach to the Client for failing to perform such obligations, but only to the extent that such obligations are delayed or prevented by a force majeure event. IntentPro will use its reasonable endeavours to keep the Client updated on the impact of the force majeure event on IntentPro’s ability to perform its obligations under this agreement.


14. Are there limits to what either party can sue for, if anything were to go wrong?

Other than for liability arising as a result of fraud, or liability arising under anything which can’t be limited or excluded by law (which, for the avoidance of doubt, shall be unlimited), yes, each party’s total liability to the other party shall be limited to an amount equal to the total IntentPro Fees payable by the Client to IntentPro in the preceding 12 months to when the claim arose.


15. Can this agreement end earlier?

This agreement can only end earlier than envisaged under clauses 2 and 3 if the other party (the “Affected Party”): (A) commits a material breach or a breach capable of remedy which isn’t remedied within 30 days of notification of the breach, (B) becomes insolvent, or (C) ceases to carry on its business. In such instances, the non-Affected Party can immediately terminate this agreement by providing the Affected Party with notice to that effect.


16. What happens after this agreement ends?

(A) Each Party must stop using and return the other party’s intellectual property, (B) the Client must pay IntentPro any outstanding monies due for the provision of the Services up to and including the termination date and (C) IntentPro is under no obligation to refund any portion of the IntentPro Fee and/or any other fees and/or any other charges which have already been paid by the Client to IntentPro.


17. Are the parties required to adhere to applicable law when performing their respective obligations under this agreement?

Yes, each party must (at its own expense) comply with all applicable laws and regulations when performing their respective obligations under this agreement.


18. Can a third party sue either party under this agreement?

No, this agreement does not give any person who is not a party to it any right to enforce any of the terms of this agreement.

19. What happens if I have a demo account?

Demo accounts will have 'Demo' as part of the account name. You are bound by the same terms and accept these terms when you login for the first time. IntentPro can modify, discontinue or terminate your demo account at any time.


IMPORTANT DISCLAIMER
 

19. The data provided as part of the Services, while accurate to our reasonable knowledge, is not all- encompassing.

You are advised to make your own independent assessment before adopting or implementing any suggestions provided. As such, we hereby disclaim and any all responsibility and liability which may arise from your reliance on our data, and we exclude, to the fullest extent allowed by applicable law, any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result.
 

 20. How can this agreement be amended?

Subject to the rest of this clause, any terms contained within the Contract Terms can only be amended by written agreement signed by representatives for and on behalf of each party. The email addresses, addresses of the parties and the Term Length can be amended by email alone. The revised IntentPro Fee can be updated in accordance with clause 5 and/or clause 6. These standard terms and conditions and the Data Protection Agreement may be updated by IntentPro alone, without notice to the Client.


21. How can notice be served on a party?

Notice can be served by a party sending a letter or an email to the other party, at the addresses set out in the Contract Terms (as may be updated from time to time, including by email). Notice will be deemed received (A) two (2) days after posting, if notice is sent by registered mail or (B) immediately on transmission of an email, if notice is sent by email, but only if the sender doesn’t receive a bounce back email saying that the email wasn’t successfully transmitted to the intended recipient.


22. Can each party assign this agreement to another party?

Yes, IntentPro can assign its rights and benefits under this agreement to any third party without the Client’s consent, and the Client can assign its rights and benefits under this agreement only with IntentPro’s prior written consent.


23. What happens if any part of this agreement becomes illegal or invalid under applicable law?

If any clause in this agreement (or part thereof) is or becomes illegal, invalid or unenforceable under applicable law, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced): then (A) the relevant clause (or part thereof) will apply with such deletion or modification as may be required to make it legal, valid and enforceable; and (B) without limiting the foregoing, in such circumstances the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of this agreement as soon as possible


24. What happens if there is a conflict between the Contract Terms and these Standard Terms and Conditions?
If there is a conflict between any of the Contract Terms and these Standard Terms and Conditions, the Contract Terms shall prevail.

25. Are there any other documents, materials or conversations which form part of this agreement?

No, the parties agree that this agreement and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.


26. Can either party make a public announcement about this agreement?

Other than IntentPro’s ability to include the Client’s name and logo on its website identifying the fact that the Client is one of IntentPro’s clients, no – neither party can make a public announcement about this agreement (including without limitation any of the terms of this agreement), without the other party’s prior written consent.


27. Does this agreement create a partnership or agency?

No, the parties are independent contractors and nothing in this agreement constitutes, or shall be deemed to constitute, a partnership between the parties nor make any party the agent of another party.


28. Waiver

No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy. No single or partial exercise of any right, power or remedy provided by law or under this agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
 

 29. Can this agreement be signed in counterparts?

Yes, this agreement can be executed in any number of counterparts and all such counterparts will be deemed to constitute one and the same instrument. Executed signature pages of this agreement transmitted electronically in PDF or similar and/or executed by way of a digital signature program (such as “DocuSign”, “DocHub” or similar) shall, or by acceptance of the Terms and Conditions as part of customer onboarding, once executed in such manner by all parties, be deemed fully binding and with full legal force and effect.


30. What law governs this agreement?

This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.


31. Which courts have jurisdiction to hear any dispute that arises under this agreement?

The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).
 

32. Can IntentPro use Client data for marketing and insight purposes?
Yes, IntentPro is able to use anonymised and aggregated data for marketing and insight purposes. Furthermore, IntentPro is able to publicly publish reports and graphs derived from such data provided that such reports and graphs shall only display Client data that is anonymized and aggregated with other IntentPro client’s data.

 

 

DETAILS OF PROCESSING ACTIVITIES
 

Please visit https://www.intentpro.io/dpa22

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