Last updated: 2 November 2025
Company: InteliATE Ltd (Company No. 15514345)
Registered office: London, United Kingdom
Postal contact: 35 Cedars Close, Hendon, London, UK
Contact: contact@InteliATE.com

These Terms apply to (i) your purchase and use of InteliATE software and professional services installed on‑premises at your environment, and (ii) your use of our website and customer portal. By signing an Order Form/SOW with InteliATE or using our website/portal, you agree to these Terms.

 

Definitions (plain English)

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• Affiliate: an entity controlling, controlled by, or under common control with a party.

• Order Form: the ordering document signed by you and InteliATE describing software, services, licence metrics, fees, term.

• SOW: a statement of work for professional services.

• Software: InteliATE software (object code) and updates we provide under these Terms.

• Documentation: user/admin guides, runbooks, release notes.

• On‑prem: deployed in your environment (your hardware/VMs/K8s).

• Support: maintenance and technical support under §A7 and Schedule 1.

• Confidential Information: non‑public info a reasonable person would treat as confidential.

• Portal: InteliATE’s password‑protected customer portal.

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Part A — Purchase (Licence, Services, Support)

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A1) Scope & model

1. The Software is licensed, not sold. You run it on‑prem. InteliATE does not host or process your production personal data.

2. Deliverables under any SOW are provided as specified; we avoid personal data in deliverables and logs. If a unique case requires access to personal data, a separate DPA will be executed first (default is no personal data).

A2) Licence grant & restrictions

1. Grant: Subject to payment and these Terms, InteliATE grants you a non‑exclusive, non‑transferable licence to install and use the Software in your environment for your internal business, within the licence metrics on the Order Form (e.g., servers/cores/nodes/users).

2. Restrictions: No SaaS/hosting for third parties, sublicensing, renting, reverse‑engineering (except as permitted by law), or removing proprietary notices. No benchmarking publication without our written consent.

3. Open‑source: The Software may include OSS components under their licences. We will provide notices on request. To the extent OSS licences require, those terms govern the OSS component.

A3) Delivery, installation & acceptance

1. We deliver via secure download or media.

2. Acceptance occurs on the earlier of: (i) successful completion of the installation/commissioning steps in the Order Form/SOW, or (ii) 5 business days after delivery if you do not report material non‑conformities with reproducible details.

A4) Fees, invoicing, taxes

1. Fees are as per the Order Form/SOW. Unless stated otherwise: fees are in GBP, exclusive of VAT and taxes, and non‑cancellable/non‑refundable except where an express warranty remedy applies.

2. Payment terms: net 30 days from invoice date. Statutory interest and recovery costs may apply under the Late Payment of Commercial Debts (Interest) Act 1998.

3. You are responsible for all taxes (excluding taxes on our income). Withholding taxes: gross‑up or provide valid certificates.

A5) Warranties (Software & services)

1. Software warranty: For 90 days from delivery, the Software will materially conform to Documentation when used per requirements.

2. Services warranty: We will perform professional services with reasonable skill and care.

3. Exclusions: No warranty for issues caused by: non‑InteliATE modifications, unsupported environments, failure to follow Documentation, or external systems.

4. Remedy: We will repair/replace the non‑conforming Software or re‑perform services. If we cannot cure within a reasonable time, you may receive a pro‑rata refund for the affected item; this is your exclusive remedy.

5. Disclaimer: No other warranties. We disclaim implied warranties of merchantability/fitness to the extent permitted by law.

A6) IP ownership; customer materials

1. InteliATE and its licensors own all IP in the Software, Documentation, and any enhancements.

2. You own your data and any Customer Materials you provide. You grant InteliATE a limited licence to use Customer Materials only to perform the contract.

3. Work Product under SOW: Unless the SOW says otherwise, (i) you receive ownership of customer‑specific deliverables created for you (excluding InteliATE Background IP), and (ii) InteliATE retains Background IP and grants you a perpetual, royalty‑free licence to use it as embedded in the deliverables.

A7) Support & maintenance

Support is provided during the term purchased and described in Schedule 1 (Support SLA). We provide patches, minor updates, and security fixes for supported versions; major upgrades may require additional fees as stated on the Order Form.

A8) Security; on‑prem access

We do not require access to your production personal data. If remote access to your environment is requested for support, it will be pre‑approved by you, time‑bound, least‑privilege, and logged. You agree to provide a safe, patched environment meeting the Prerequisites in the Documentation.

A9) Confidentiality

Each party will protect the other’s Confidential Information using at least reasonable care and use it only to perform these Terms. Exceptions: information that is public, independently developed, or rightfully obtained without duty. If required by law to disclose, give prompt notice where lawful.

A10) Indemnities

1. InteliATE IP indemnity: We will defend and indemnify you against third‑party claims that the Software, as supplied, infringes UK/EU/US patents, copyrights, or trade secrets, and pay damages/settlements approved by us. Remedies may include: modifying/replacing the Software or refunding the prepaid, unused fees for the affected licence and terminating it.

   • Exclusions: claims based on combinations not supplied by us, your modifications, unsupported versions, or use outside scope.

2. Your indemnity: You will defend and indemnify us from third‑party claims arising from (i) your unlawful use or breach of §A2/A11, or (ii) Customer Materials.

A11) Compliance

You will comply with applicable laws (including anti‑bribery and export controls/sanctions). We comply with UK law; see our published Anti‑Bribery & Corruption Policy.

A12) Liability

1. Nothing limits either party’s liability for death/personal injury caused by negligence, fraud/fraudulent misrepresentation, or liabilities that cannot be limited by law.

2. Cap: Each party’s aggregate liability arising out of these Terms is limited to 100% of the total fees paid or payable by you to InteliATE in the 12 months before the first claim.

3. Exclusions: Neither party is liable for indirect, special, incidental, punitive damages, or loss of profit, revenue, savings, goodwill, or data, in each case whether direct or indirect, to the extent permitted by law.

A13) Term, renewal, termination

1. Term/renewals as set out in the Order Form.

2. Either party may terminate for material breach not cured within 30 days after written notice, or for insolvency events.

3. On termination/expiry: you must stop using the Software and delete copies (except reasonable archival backups for legal compliance), and we will cease services. Clauses that by nature survive will continue (e.g., fees due, IP, confidentiality, liability).

A14) Force majeure

Neither party is liable for delays/failures caused by events beyond reasonable control (e.g., power/network outages, war, strikes, pandemics, acts of government), but must mitigate and resume promptly.

 

Part B — Use of Website & Portal

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B1) Scope

• Website (InteliATE.com): no cookies, no analytics, no public forms.

• Portal: password‑protected; strictly necessary session/auth cookies only; no personal data uploads (unless expressly agreed in writing).

B2) Acceptable use

Follow our Acceptable Use Policy. Do not upload unlawful content, attempt to bypass security, scrape, or share credentials. No sensitive or personal data in the Portal unless we have a DPA in place (default: no).

B3) Content & IP

The website/portal content is owned by InteliATE or licensors. We grant a revocable, non‑exclusive licence to access for legitimate business purposes. No reverse‑engineering, framing, or reproduction beyond fair dealing/fair use.

B4) Availability & changes

The website/portal may change, be suspended, or withdrawn without notice. We may update these Terms by posting a new version; continued use means acceptance.

B5) Disclaimers (website/portal)

Content is general information only. Services are provided “as is” and “as available” for website/portal access. See Part A for purchase‑related warranties.

 

Part C — Legal & Administrative

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C1) Order of precedence

If there is a conflict: Order Form/SOW > these Terms > Documentation > purchase order terms (which are rejected unless expressly accepted in writing).

C2) Publicity

We will not use your name/logo without your prior written consent.

C3) Assignment

Neither party may assign or transfer these Terms without the other’s consent, except to an Affiliate or in connection with a merger, sale, or reorganisation (not to a direct competitor) with notice.

C4) Notices

Legal notices must be in writing and sent by email to contact@InteliATE.com (subject: Legal Notice) and to the address/email on your Order Form. Notices are deemed received on business days when the email is sent, if no bounce is received.

C5) Governing law & jurisdiction

These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, except mandatory local consumer laws (if applicable) prevail.

C6) Miscellaneous

No waiver unless in writing. If any clause is unenforceable, the rest remains. These Terms are the entire agreement and supersede prior discussions on the subject. No third‑party rights under the Contracts (Rights of Third Parties) Act 1999.

Schedule 1 — Support SLA (on‑prem)

Coverage: UK business days, 09:00–17:00 UK time, excluding UK public holidays (unless the Order Form states extended coverage).

Channels: Portal (preferred) or support email provided at onboarding.

Severities & targets (response = human acknowledgement + start of troubleshooting):

SeverityExampleResponse TargetWork Pattern

S1 – CriticalProduction outage or material loss of core function with no workaround4 business hoursContinuous effort during coverage hours until workaround or resolution

S2 – HighMajor degradation; workaround available1 business dayEffort during coverage hours

S3 – NormalFunctionality issue; non‑critical bug2 business daysEffort during coverage hours

S4 – LowHow‑to, requests, minor tweaks3 business daysEffort during coverage hours

Customer responsibilities: Provide knowledgeable contact, logs/config demanded by the runbook (scrubbed of personal/sensitive data), and a reproducible case where possible. Maintain supported versions and prerequisites.

Exclusions: Issues caused by unsupported environments, third‑party systems outside our control, or unauthorised changes.

Fix delivery: via patch, configuration guidance, or next maintenance release.

Schedule 2 — Data protection position

• InteliATE installs software on‑prem and does not access or process client personal data as part of delivery/support.

• Website has no forms/analytics; Portal sets strictly necessary cookies only.

• InteliATE is ICO‑registered (number pending) and compliant with UK GDPR/EU GDPR as applicable, but not “accredited” (no such official accreditation exists).

• If a unique support case would require access to personal data: we will refuse or proceed only after a separate DPA is executed and narrowly scoped. Default stance: no access.