This Agreement comprises these terms and conditions and the Order Form. This Agreement shall be effective as of the Effective Date, and is entered into between Integrate (Europe) Ltd of Piano House, 9 Brighton Terrace, London, SW9 8DJ, United Kingdom (Company Number 08279964) (“Integrate”) and the Customer as identified in the Order Form (“Customer”).
Important Notice: Please read these terms and conditions carefully. This Agreement constitutes a legal contract between Integrate (Europe) Ltd (who has agreed to provide) and the Customer (who has agreed to take and pay for) the Services (as defined in this Agreement) subject to the terms of this Agreement.
The Customer’s attention is drawn in particular to clause 15, which contains important limitations on liability of Integrate (Europe) Ltd, and clause 16.1, which provides for this Agreement to renew automatically unless either Integrate or the Customer gives at least 30 days prior notice.
1.1 The definitions and rules of interpretation in this clause apply in this Agreement.
1.2 Clause headings shall not affect the interpretation of this Agreement.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.
1.6 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
1.7 A reference to writing or written includes e-mail.
2.1 Subject to the Customer purchasing the Subscriptions in accordance with clause 3.3 and clause 11.1, the restrictions set out in this clause 2 and the other terms and conditions of this Agreement, Integrate hereby grants to the Customer a non-exclusive, non-transferable right, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations, solely to the extent of the Subscription.
2.2 In relation to the Authorised Users, the Customer undertakes that:
a) it shall be responsible for any act or omission of the Authorised Users in respect of the Services;
b) the maximum number of Authorised Users that it authorises to access and use the Services, and the maximum number of Devices on which the App is used, shall not exceed any maximum number of Authorised Users and/or Devices in the Subscriptions it has purchased from time to time;
c) each Authorised User shall keep a secure password for his use of the Dashboard and a secure passcode for the App and that each Authorised User shall keep his password and/or passcode confidential;
d) in the event that the parameters specified in respect of the Subscription are exceeded by Customer, then without prejudice to Integrate’s rights and remedies, Customer shall pay to Integrate an additional sum representing the proportion by which the Subscription has been exceeded.
2.3 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Integrate.
2.4 The Customer may use the Services solely to process the Customer’s own data in respect of its own Records. The Customer shall not use the Services for the benefit of any third party.
2.5 Each Authorised User can install and use the App on a maximum of two Devices at any one time, unless otherwise agreed by Integrate.
2.6 Except as specified in the Order Form, the rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any company under common Control with the Customer.
3.1 Subject to clause 3.2 and clause 3.3, the Customer may, from time to time during any Subscription Term, purchase additional Subscription allocation in excess of that specified in the Order Form, and Integrate shall grant access to the Services in respect of such additional Subscription allocation in accordance with the provisions of this Agreement.
3.2 If the Customer wishes to purchase additional Subscription allocation, the Customer shall notify Integrate by means of the Dashboard or via email to its Integrate Customer Success Manager. Integrate shall evaluate such request for additional Subscription Allocation and respond to the Customer with approval or rejection of the request. Where Integrate approves the request, Integrate shall activate the additional Subscriptions allocation promptly on its approval of the Customer's request.
3.3 If Integrate approves the Customer's request to purchase additional Subscriptions allocation, the Customer shall, at Integrate's option, either: (i) within 30 days of the date of Integrate's invoice, pay to Integrate the relevant fees for such additional Subscription Allocation specified by Integrate; or (ii) pay such fees in advance of the additional allocation being activated. In either case, if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by Integrate for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
4.1 Integrate shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this Agreement.
4.2 Integrate shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
a) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
b) unscheduled maintenance performed outside Normal Business Hours, provided that Integrate has used reasonable endeavours to give the Customer notice in advance.
4.3 Support Services will be provided during office hours, which are Monday to Friday, 0800 until 0100, UK local time (GMT). This is local office time zone and excludes public bank holidays. Support is primarily carried out via email and incidents can be raised by emailing email@example.com. This email inbox is monitored during the above business hours. Support requests can also be reported by telephone on +44 203 056 7705 in Europe or +1 800 982 8604 in the United States of America. The Customer shall report incidents by e-mail or telephone and Integrate will log and provide a unique incident reference number. The support services shall be provided as set out at http://help.Integrate.com/ from time to time. Integrate may amend the support services in its sole and absolute discretion from time to time.
4.4 If additional services are required for the proper use and operation of the Services or if training or consulting services are requested, Integrate shall provide such services on a time and materials ("T&M") basis; that is, (i) Customer shall pay Integrate for all the time spent performing such services (including all travel time), plus materials, taxes, and reimbursable expenses; and (ii) the rates for such services shall be Integrate's then-current standard rates when such services are provided. Any monetary limit stated in an estimate for T&M services shall be an estimate only for Customer's budgeting and Integrate's resource scheduling purposes. If the limit is exceeded, Integrate will cooperate with Customer to provide continuing services on a T&M basis. Integrate shall invoice Customer monthly for T&M services. Charges shall be payable upon receipt of invoice by Customer. Integrate reserves the right to require a non-refundable fee and/or cost deposit prior to commencement of services as well as a work order.
5.1 Integrate will use its own App Store developer account for the purpose of making available the Native App to the Customer’s Devices.
5.2 Integrate may from time to time issue updated or upgraded versions of the Native App. The Customer agrees to implement any update or upgrade of the Native App installed on Devices, either by permitting automatic updates submitted to the Device by Integrate, or by the Customer immediately manually applying the update or upgrade itself. The terms of this Agreement will apply to all such updates or upgrades.
5.3 The Native App is licensed, not sold, to the Customer under this Agreement, subject to the scope of use set out in clause 2.1 above.
6.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. Integrate processes the Customer Data on behalf of the Customer as a data processor. The Customer is the data controller of the Customer Data.
6.2 Integrate shall use best endeavours to follow its archiving procedures for Customer Data as set out in the ‘Backup Schedule’ section of the Security Centre. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Integrate to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Integrate in accordance with the archiving procedure described in the “Backups and Disaster Recovery” section of the Security Centre. Integrate shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Integrate to perform services related to Customer Data maintenance and back-up).
6.3 Integrate shall, in providing the Services, comply with the “Our Approach to Data Security” section of the Security Centre relating to the privacy and security of the Customer Data. Customer shall be solely responsible for acquiring and maintaining technology and procedures for maintaining the security of its link to the Internet.
6.4 Notwithstanding anything to the contrary in this Agreement, provided that Integrate is in compliance with the “Our Approach to Data Security” section of the Security Centre, the parties agree that Integrate shall not, under any circumstances, be held responsible or liable to the Customer for situations (i) where data or transmissions are accessed by third parties through unlawful or unauthorised means, or (ii) where the data or transmissions are accessed through the exploitation of security gaps, weaknesses, or flaws unknown to Integrate at the time. Integrate will promptly report to Customer any unauthorised access to Customer Data promptly upon discovery by Integrate, and Integrate will use diligent efforts to promptly remedy any breach of security that permitted such unauthorised access.
6.5 If Integrate processes any personal data on the Customer's behalf when performing its obligations under this Agreement (including in respect of Records), the parties record their intention that the Customer shall be the data controller and Integrate shall be a data processor and in any such case:
a) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to Integrate so that Integrate may lawfully use, process and transfer the personal data in accordance with this Agreement on the Customer's behalf;
b) the Customer shall ensure that all Records and any other relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
c) the provisions of the Data Processing Terms shall apply.
6.6 Integrate and the Customer agree that if and when the United Kingdom would withdraw from the European Union (“EU”), and with effect no later than the effective date of such withdrawal, unless and until any ‘finding of adequacy’ or other mechanism permitting transfers of personal data of is made by the European Commission in respect of the United Kingdom, they shall (for any Customer Data in respect of any EEA data subjects) enter into the Model Clauses, or into any other set of similar standard contractual clauses that may be published by any European Union authority to replace the Model Clauses. Integrate shall take reasonable steps to ensure the reliability of those of its personnel who have access to Customer Data and shall ensure that such persons are notified that any unauthorised processing or disclosure of the Customer Data may lead to disciplinary action under their contract of employment (or other contractual arrangements) with Integrate.
6.7 Integrate shall at all times comply with all reasonable requests of Customer to confirm its compliance with its obligations under this clause 6.
6.8 In addition to using the Customer Data for the purposes of providing the Services, the Customer acknowledges that Integrate may monitor use of the Services by all of its customers and in doing so gather aggregate and anonymised data which does not identify the Customer or any living individual (“Anonymised Data”). Such Anonymised Data shall not be considered Customer Data.
7.1 The Customer acknowledges that the Services may enable or assist it to access and correspond with Third Party Providers (which may include CRM, marketing automation and event registration providers) and that it does so solely at its own risk.
7.2 Integrate makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third Party Provider, or any transactions completed, and any contract entered into by the Customer, with or by means of any such third party.
7.3 To the extent that any service or feature is completed by means of any Third Party Provider, the same is governed by the contract between the Customer and the relevant third party, and not this Agreement.
7.5 Integration with any Third Party Provider is provided on the basis of the Third Party Provider’s service and API as they exist on the Effective Date. Integrate shall use reasonable endeavours to continue such integration but makes no warranty that such integration shall remain throughout the Subscription Term.
7.6 The Customer will abide by any terms of service of any Third Party Provider in respect of which it uses the Service.
7.7 The Customer hereby gives Integrate express permission to access and use information from its account with any Third Party Provider.
8.1 Integrate warrants that during the Subscription Term, the Services will, when properly used, perform substantially in accordance with the functions described in the Documentation (provided that the App is properly used on a Device), and the Documentation correctly describes the operation of the Services in all material respects.
8.2 The warranty at clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Integrate's instructions, or modification or alteration of the Services by any party other than Integrate or Integrate's duly authorised contractors or agents. If the Services do not conform with the foregoing warranty, Integrate will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the warranty set out in clause 8.1. Notwithstanding the foregoing, Integrate:
a) does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from Device failure, or the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such Devices or communications facilities.
8.3 Integrate represents, warrants and covenants that prior to delivering the Software to Customer, Integrate will test the App in efforts to detect, and if so detected, to eliminate, any Virus.
8.4 The Customer acknowledges that the Services have not been developed to meet its individual requirements and that it is therefore the Customer’s responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet the Customer’s requirements.
8.5 The Customer acknowledges that the Software may not be free of bugs or errors and agrees that the existence of any minor errors shall not constitute a breach of this Agreement.
8.6 This Agreement shall not prevent Integrate from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
9.1 The Customer shall:
a) provide Integrate with:
in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
b) comply with all applicable laws and regulations with respect to its activities under this Agreement;
c) to replace the current version of the Native App with any updated or upgraded version or new release provided by Integrate under the terms of this Agreement immediately on receipt of such version or release;
d) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Integrate may adjust any agreed timetable or delivery schedule as reasonably necessary;
e) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement;
f) obtain and shall maintain all necessary licences, consents, and permissions necessary for Integrate, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
g) ensure that its network and systems comply with the relevant specifications provided by Integrate from time to time; and
h) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Integrate's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
9.2 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
a) can be used to identify an individual person under 16 years of age;
b) relates to an individual’s health, medical condition or genetic or biometric properties;
c) is in a “special category of personal data” as defined in Article 9 of the GDPR;
d) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
e) facilitates illegal activity;
f) depicts sexually explicit images;
g) promotes unlawful violence;
h) infringes any copyright, trade mark, database right or other intellectual property rights;
i) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
j) is otherwise illegal or causes damage or injury to any person or property;
and Integrate 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.
9.3 The Customer shall not at any time:
a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
b) access all or any part of the Services in order to build a product or service which competes with the Services and/or the Documentation; or
c) use the Services to provide services to third parties; or
d) use Services for the collection of any information that is confidential to any third party (including user passwords or passcodes), or any financial account information (including details of any credit or payment card, bank account or PayPal account);
e) use the Services for any purpose or in any manner not permitted by applicable law; or
f) subject to clause 19.10, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users for the benefit of the Customer, or
g) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under clause 2.
10.1 In the event of any breach by the Customer of any of the terms of this Agreement, in addition to any other remedies available to it, Integrate will have the right to suspend immediately any Services if deemed reasonably necessary by Integrate to prevent any harm to Integrate and its business.
10.2 The Customer acknowledges that access to the Services may be suspended temporarily and without notice in the case of system failure, maintenance or repair. Integrate will use all reasonable endeavours to provide advance notice of any such suspension keep the period of any such suspension to a minimum.
11.1 The Customer shall pay the Subscription Fees to Integrate for the Subscriptions in accordance with this clause 11 and the Order Form.
11.2 Unless Integrate agrees to receiving payment by credit card, the Customer shall on the Effective Date provide to Integrate approved purchase order information acceptable to Integrate and any other relevant valid, up-to-date and complete contact and billing details and Integrate shall invoice the Customer:
a) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
b) subject to clause 16.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,
and the Customer shall pay each invoice within 30 days after the date of such invoice.
11.3 If Integrate agrees to receiving payment by payment card, the Customer shall on the Effective Date provide to Integrate valid up-to-date complete credit card details to Integrate, and the Customer hereby authorises Integrate to bill such credit card:
a) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
b) subject to clause 16.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period.
11.4 If Integrate has not received payment of any sums payable under this Agreement within 30 days after the due date, and without prejudice to any other rights and remedies of Integrate:
a) Integrate may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and Integrate shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 5% over the then current base lending rate of the HSBC bank in the United Kingdom from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
11.5 All amounts and fees stated or referred to in this Agreement:
a) shall be payable in pounds sterling or such other currency as may be specified in the Order Form;
b) are, subject to clause 15.2, non-cancellable and non-refundable;
c) are exclusive of value added tax, which shall be added to Integrate's invoice(s) at the appropriate rate.
11.6 Integrate shall be entitled to increase the Subscription Fees, and the fees payable in respect of the additional Subscription allocation purchased pursuant to clause 3.3, at the start of each Renewal Period upon not less than 60 days' prior notice to the Customer and the Order Form shall be deemed to have been amended accordingly.
11.7 The Customer shall make all payments under this Agreement without withholding or deduction of, or in respect of, any tax, levy or duty or charge unless required by law. If any such withholding or deduction is required, the Customer shall when making the payment to which the withholding or deduction relates, pay to Integrate such additional amount as will ensure that Integrate receives the same total amount that it would have received if no such withholding or deduction had been required.
11.8 The Customer acknowledges that the obligation of the payment of the Subscription Fees is not conditional upon the delivery of any future functionality or features, or dependent on any oral or written public comments made by Integrate regarding future functionality or features.
12.1 The Customer acknowledges and agrees that Integrate and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
12.2 The Customer acknowledges that it shall have no right to access the Software or the App in source code form or in unlocked coding or with comments.
12.3 The integrity of the Software and the App may be protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, of Integrate are not misappropriated. The Customer shall not attempt in any way to remove or circumvent any such TPM, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise or expose for sale or hire, nor have in its possession for private or commercial purposes, any means whose sole or main intended purpose is to facilitate the unauthorised removal or circumvention of such TPM.
12.4 The Customer grants to Integrate a worldwide, perpetual, irrevocable, royalty-free licence (with the right to sub-licence) to use and incorporate into its products and services any suggestion, enhancement request, recommendation, correction or other feedback provided by the Customer or any Authorised User relating to the operation of the Services or any potential improvement or enhancement of them.
13.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
a) is or becomes publicly known other than through any act or omission of the receiving party;
b) was in the other party's lawful possession before the disclosure;
c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
d) is independently developed by the receiving party, which independent development can be shown by written evidence.
13.2 Subject to clause 13.4, each party shall not disclose the other's Confidential Information to any third party, or use the other's Confidential Information, for any purpose other than the purposes of this Agreement.
13.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
13.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 13.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
13.5 Neither party shall be responsible for any loss, destruction, alteration, unauthorised access or disclosure of Confidential Information caused by any third party.
13.6 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, are included in Integrate's Confidential Information. Integrate acknowledges that the Customer Data is included in the Customer’s Confidential Information.
13.7 Subject to clauses 13.9 and 13.10 below, no party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
13.8 The above provisions of this clause 13. shall survive termination of this Agreement, however arising.
13.9 The Customer expressly grants to Integrate, a royalty-free, sub-licensable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce and publish the Customer’s name, logo or any other identifying words, logos or marks used by and/or associated with the Customer to identify the Customer ("Customer Marks") for use in providing the Services and for the purpose of identifying the Customer as Integrate’s customer on Integrate’s website and its sales and marketing materials. Any further use of the Customer Marks by Integrate shall be subject to the Customer’s prior consent. Integrate acknowledges that all goodwill generated through Integrate’s use of any of the Customer Marks will accrue to the Customer’s benefit and Integrate hereby assigns and will assign to the Customer any and all goodwill generated through Integrate’s use of any of the Customer Marks, without payment or other consideration of any kind to Integrate.
13.10 Without prejudice to clause 13.9, except to the extent that they constitute Confidential Information of the Customer, the Customer hereby authorises Integrate to include details of Integrate’s relationship with the Customer in any training, marketing or promotional material produced by it or on its behalf in relation to Integrate or the Services.
14.1 The Customer shall defend, indemnify and hold harmless Integrate 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 Services, or Integrate's use of Customer Data or Customer Materials in accordance with this Agreement, provided that
a) the Customer is given prompt notice of any such claim;
b) Integrate provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
c) the Customer is given sole authority to defend or settle the claim.
14.2 Integrate is not aware and has not received any notice of any potential or threatened claim of infringement of third-party patents and confirms that to the best of its knowledge, use of the Services in accordance with this Agreement does not infringe the intellectual property rights of any third party. Integrate shall defend the Customer against any claim that the Services or Documentation infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
a) Integrate is given prompt notice of any such claim;
b) the Customer provides reasonable co-operation to Integrate in the defence and settlement of such claim, at Integrate's expense; and
c) Integrate is given sole authority to defend or settle the claim.
14.3 In the defence or settlement of any claim, Integrate may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably commercially, technically and operationally available, terminate this Agreement on immediate notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer, except for a refund pro rata to the then-unexpired portion of the Initial Subscription Term or Renewal Period (as the case may be).
14.4 In no event shall Integrate, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
a) a modification of the Services or Documentation by anyone other than Integrate; or
b) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Integrate; or
c) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from Integrate or any appropriate authority; or
d) the Customer’s failure to activate any update or upgrade made available by Integrate in respect of the App;
e) the Customer’s use of the Services in combination with software or other technology or services not supplied by or by Integrate (including any Third Party Provider), or
f) use of the Software contrary to this Agreement or the Documentation.
14.5 The foregoing and clause 15.3(b) state the Customer's sole and exclusive rights and remedies, and Integrate's (including Integrate's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
15.1 Except as expressly and specifically provided in this Agreement:
a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for acts or omissions derived from such use. Integrate shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Integrate by the Customer in connection with the Services, or any actions taken by Integrate at the Customer's direction;
b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
c) the Services and the Documentation are provided to the Customer on an "as is" basis.
15.2 Nothing in this Agreement excludes the liability of Integrate:
a) for death or personal injury caused by Integrate's negligence; or
b) for fraud or fraudulent misrepresentation.
15.3 Subject to clause 15.1 and clause 15.2:
a) Integrate shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any:
b) Integrate's maximum total aggregate liability in contract (including in respect of the intellectual property infringement defence obligation in clause 14.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the preceding 12 months.
15.4 The Customer acknowledges that data loss may occur if the cache memory of the App is cleared whilst the App is not synchronised with the Services, or if the Device using the App is lost or stolen, and that Integrate shall not be responsible or liable for any such loss.
16.1 This agreement shall, unless otherwise terminated as provided in this clause 16, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of the same period as the Initial Subscription Term (each a Renewal Period), unless:
a) either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
b) otherwise terminated in accordance with the provisions of this Agreement;
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
16.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if a voluntary arrangement is approved, or an administration order is made, or receiver or administrative receiver is appointed over any of the other party’s assets or undertaking or resolution or petition to wind up the other party is passed or presented (other than for the purposes of amalgamation or reconstruction) or if any circumstances arise which entitle a court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding up petition or make a winding up order (or any process analogous to any specified in this clause 16.2 is applied to that party under any jurisdiction other than England or Wales).
16.3 On termination of this Agreement for any reason:
a) all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation (subject to the right to request deliveries of back-ups under sub-clause (d) below);
b) the Customer must immediately pay to Integrate any sums due to Integrate under this Agreement;
c) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
d) Integrate may destroy or otherwise dispose of any of the Customer Data in its possession unless Integrate receives, no later than 90 days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Integrate shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Integrate in returning or disposing of Customer Data; and
e) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
17.1 Integrate shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, any act or policy of an App Store, strikes, lock-outs or other industrial disputes (whether involving the workforce of Integrate 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, provided that the Customer is notified of such an event and its expected duration.
18.1 Integrate may at any time update and change any part or all of these Terms of Service (but not, for the avoidance of doubt, the Order Form including the Subscription). In the event of such a change the updated Terms of Service will be posted at https://Integrate.com/terms-payments, and Integrate shall notify the Customer, of the change by email or by means of the Dashboard (”Change Notice”). The update Terms of Service will become effective and binding on the next Business Day after such notification (“Immediate Change”), unless the Change Notice specifies that the change applies upon renewal of the Initial Subscription Term or Renewal Period (“Renewal Change”). If an Immediate Change operates to the Customer’s material detriment and the Customer does not agree to such a change in the Terms of Service, the Customer may terminate this Agreement on notice in writing to be sent by Customer within 28 days after the date of the Change Notice. In the event of a Renewal Change, the change will apply from the commencement of the next Renewal Period.
19.1 If there is an inconsistency between any of the provisions in these terms and conditions and the Order Form, the provisions in the Order Form shall prevail.
19.2 No failure or delay by a party to exercise any right or remedy provided under this Agreement 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.
19.3 Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
19.4 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
19.5 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
19.6 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
19.7 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
19.8 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
19.9 Nothing in this clause shall limit or exclude any liability for fraud.
19.10 The Customer shall not, without the prior written consent of Integrate, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
19.11 Integrate may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
19.12 Nothing in this Agreement 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). This agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
19.13 This Agreement 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.
19.14 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 this Agreement or its subject matter or formation (including non-contractual disputes or claims).
In these Data Processing Terms:
In these Data Processing Terms:
a) references to any Applicable Laws (including to the Data Protection Laws and each of them) and to terms defined in such Applicable Laws shall be replaced with or incorporate (as the case may be) references to any Applicable Laws replacing, amending, extending, re-enacting or consolidating such Applicable Law (including the GDPR and any new Data Protection Laws from time to time) and the equivalent terms defined in such Applicable Laws, once in force and applicable;
b) a reference to a law includes all subordinate legislation made under that law; and
c) references to “paragraph numbers” are to paragraphs of these Data Processing Terms.
1.1 The parties agree that, for the Protected Data, the Customer shall be the Data Controller and Integrate shall be the Data Processor.
1.2 Integrate shall process Protected Data in compliance with:
1.2.1 the obligations of Data Processors under Data Protection Laws in respect of the performance of its obligations under this Agreement; and
1.2.2 the terms of this Agreement.
1.3 The Customer shall comply with:
1.3.1 all Data Protection Laws in connection with the processing of Protected Data, the Services and the exercise and performance of its respective rights and obligations under this Agreement, including maintaining all relevant regulatory registrations and notifications as required under Data Protection Laws; and
1.3.2 the terms of this Agreement.
1.4 The Customer warrants and undertakes that:
1.4.1 it shall ensure that Data Subjects are provided with appropriate information regarding the processing of their Personal Data, including by means of a transparent and easily accessible privacy notice.
1.4.2 all instructions given by it to Integrate in respect of Personal Data shall at all times be in accordance with all applicable laws including Data Protection Laws; and
1.5 The Customer shall not withhold, delay or condition its agreement to any change to this Agreement or the Services requested by Integrate in order to ensure the Services and Integrate (and each Sub-Processor) can comply with Data Protection Laws.
2.1 Insofar as Integrate processes Protected Data on behalf of the Customer, Integrate:
2.1.1 unless required to do otherwise by Applicable Law, shall process the Protected Data only on and in accordance with the Customer’s documented instructions as set out in this paragraph 2 and Data Processing Details set out below (Processing Instructions);
2.1.2 if Applicable Law requires it to process Protected Data other than in accordance with the Processing Instructions, shall notify the Customer of any such requirement before processing the Protected Data (unless Applicable Law prohibits such information on important grounds of public interest); and
2.1.3 shall inform the Customer if Integrate becomes aware of a Processing Instruction that, in Integrate’s opinion, infringes Data Protection Laws, provided that this shall be without prejudice to paragraphs 1.3 and 1.4.
2.2 The processing of Protected Data to be carried out by Integrate under this Agreement shall comprise the processing set out in the Data Processing Details set out below, as may be updated from time to time by agreement between the parties.
3.1 Integrate shall maintain appropriate technical and organizational measures for protection of the security (including protection against unauthorized or unlawful processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Protected Data), confidentiality and integrity of Protected Data, as set forth in set out in the Data Processing Details set out below (Technical and organisational security measures).
4.1 The Customer acknowledges that Sub-Processors are essential in order for Integrate to provide the Services. The Customer provides general written authorisation to Integrate to engage Sub-Processors to perform the Services. Integrate shall notify the Customer of any additions to its Sub-Processors. The Customer shall be given the opportunity to object to any new Sub-Processor and state its grounds for doing so. The Customer acknowledges that objecting to the use of a Sub-Processor may prevent Integrate from continuing to provide the Services to the Customer. In the event that Integrate is unable to adequately address those objections, either party may terminate this Agreement upon notice without liability to the other. For the avoidance of doubt, in such circumstances Integrate shall not be obliged to refund any Subscription Fees paid by the Customer. Additionally, the Customer hereby provides specific authorisation in respect of the following Sub-Processors include: Amazon Web Services (for hosting services); Keen.io (data store for product & service performance analysis); SendGrid (email dispatch platform); TaskEater (business card transcription service).
4.2 Integrate shall:
4.2.1 prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract substantially on the standard terms of business of that Sub-Processor, or containing materially the same obligations as under these Data Processing Terms, that is enforceable by Integrate;
4.2.2 ensure each such Sub-Processor complies with all such obligations; and
4.2.3 remain fully liable for all the acts and omissions of each Sub-Processor which constitutes a breach of these terms as if they were its own.
4.3 Integrate shall ensure that all its personnel authorised by it to process Protected Data are subject to an obligation to keep the Protected Data confidential (except where disclosure is required in accordance with Applicable Law).
5.1 Integrate shall refer all Data Subject Requests it receives to the Customer within 7 days of receipt of the request.
5.2 In addition, to the extent that the Customer, in its use of the Services, does not have the ability to address a Data Subject Request, Integrate shall upon the Customer’s request provide commercially reasonable efforts to assist Customer in responding to such Data Subject Request, to the extent Integrate is legally permitted to do so and the response to such Data Subject Request is required under Data Protection Laws. The Customer shall pay Integrate’s reasonable charges calculated on a time and materials basis at Integrate’s then current rates for any assistance provided pursuant to such request.
5.3 Integrate shall provide such reasonable assistance as the Customer reasonably requires (taking into account the nature of processing and the information available to Integrate) to the Customer in ensuring compliance with the Customer’s obligations under Data Protection Laws with respect to:
5.3.1 security of processing;
5.3.2 data protection impact assessments (as such term is defined in Data Protection Laws);
5.3.3 prior consultation with a Supervisory Authority regarding high risk processing; and
5.3.4 notifications to the Supervisory Authority and/or communications to Data Subjects by the Customer in response to any Personal Data Breach,
provided the Customer shall pay Integrate's reasonable charges for providing such assistance, such charges to be calculated on a time and materials basis at Integrate’s then-current rates.
6.1 The Customer agrees that Integrate may transfer Protected Data to Sub-Processors in countries outside the United Kingdom, provided all such transfers shall (to the extent required under Data Protection Laws) be effected by way of Appropriate Safeguards and in accordance with Data Protection Laws.
7.1 Integrate shall maintain, in accordance with Data Protection Laws binding on Integrate, written records of all categories of processing activities carried out on behalf of the Customer.
7.2 Integrate shall, in accordance with Data Protection Laws, contribute and allow for audits either by (at its option): (i) making available to the Customer interviews with Integrate personnel, and such reports, audits or other information in its possession as it considers appropriate, which the Customer must treat confidentially under the confidentiality provisions of this Agreement or under a non-disclosure agreement concluded between the Parties; or (ii) responding to a written security questionnaire submitted to it by the Customer provided that the Customer will not exercise this right more than once per year and will hold Integrate’s responses in confidence under the confidentiality provisions of this Agreement.
8.1 In respect of any Personal Data Breach involving Protected Data, Integrate shall, without undue delay:
8.1.1 notify the Customer of the Personal Data Breach; and
8.1.2. provide the Customer with details of the Personal Data Breach;
8.1.3 co-operate with the Customer to respond to the Personal Data Breach. Response may include: identifying key partners, investigating the Personal Data Breach, providing regular updates, and determining notice obligations.
9.1 Integrate shall, at the Customer’s written request, either delete or return all the Protected Data to the Customer within a reasonable time after the earlier of:
9.1.1 the end of the provision of the relevant Services related to processing; or
9.1.2 once processing by Integrate of any Protected Data is no longer required for the purpose of Integrate’s performance of its relevant obligations under this Agreement,
and delete existing copies (unless storage of any data is required by Applicable Law and, if so, Integrate shall inform the Customer of any such requirement).
Any personal data comprised within customer leads, customer accounts, customer opportunities, customer contact information and details of specific transactions input by Customer into the Integrate platform
For the duration of the provision of the Services
To provide the Integrate service to the Customer
Name, email address, business phone number, job title, extent and nature of interactions with Customer’s sales or operational teams, plus any data in fields in the Integrate application which are specified by the Customer
Clients and potential clients of Customer, or staff of the same
As set out in the at the Our Approach to Data Security section of the Integrate website, or such other website address as may be notified to the Customer from time to time, as such section may be amended by Integrate in its sole discretion from time to time.