This Agreement comprises these terms and conditions and any Order Form to which they are appended. 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 (Europe) Ltd”) and the Customer, being the company or other legal entity on behalf of which these terms and conditions are accepted either by means of an Order Form or otherwise (“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 use) the Services (as defined in this Agreement) subject to the terms of this Agreement.
The Customer’s attention is drawn in particular to: the prohibition in clause 9.2 on processing certain types of sensitive information; clause 15, which contains important limitations on liability of Integrate (Europe) Ltd; and clause 16.2(d) which states that all data collected through the Services will no longer be accessible after the term of this Agreement (which ends 21 days after the Show).
1.1. The definitions and rules of interpretation in this clause apply in this agreement.
Account: a single set of end user authentication details for Authorised Users to access the Dashboard;
Active App User: an Authorised User who has used the App to actively collect one or more Records at the Show.
Active Dashboard User: an Authorised User who has access to the Dashboard.
App: the Integrate application for use by Customer on a mobile device in engaging with Records, made available by Integrate as a Native App and a Web App.
App Store: the iOS App Store, or any other catalogue or repository of mobile applications by means of which Integrate makes available the Native App for download to Devices.
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and shall be construed accordingly.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 13.6.
Customer Data: the data inputted by the Customer and Authorised Users into the App or the Dashboard for the purpose of using the Services, including data captured in respect of Records.
Customer Materials: any branding, text, or other content provided by or on behalf of Customer to Integrate, whether or not by means of the Services, for use in connection with the App.
Dashboard: A cloud-based dashboard for Authorised Users to setup and configure the mobile application and to access and export collected data (viahttps://app.integrate-events.com/dashboard/login).
Data Processing Terms: the terms set out in the Schedule.
Device: means an individual mobile communications device which is listed from time to time at https://help.Integrate.com/hc/en-us/articles/203410657-Which-devices-does-Integrate-support as being compatible with the App.
Device Allocation: a maximum allocation of Devices, if specified in the Order Form, on which Authorised Users may access or use the App at any time in accordance with this agreement.
Documentation: the document made available to the Customer by Integrate online via http://help.Integrate.com or such other web address notified by Integrate to the Customer, from time to time, which sets out a description of the Services and the user instructions for the Services.
Effective Date: the date preceding the Show when the Dashboard access is set up for the Customer.
Event: means a single trade show, exhibition or other promotional event in respect of which the App is deployed to collect data in respect of Records.
GDPR: the General Data Protection Regulation (EU) 2016/679.
Model Clauses: the Standard Contractual Clauses (Processors) as attached as Annex to the EU’s Commission Decision of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries.
Native App: the mobile app for data collection activity, made available by Integrate from an App Store or from http://Integrate.com/install, in either case for download to Devices.
Order Form: a form containing details of the Customer and the Subscriptions, to which these terms of service are appended;
Organiser: means the organiser of the Show.
Record: an individual whose contact details and/or other data is collected by means of the Customer’s use of the Services (including for example, an attendee at an Event).
Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.
Security Centre: the document in relation to Integrate’s handling, processing and storage of data, available at http://Integrate.com/security or such other website address as may be notified to the Customer from time to time, as such document may be amended by Integrate in its sole discretion from time to time;
Services: the services provided by Integrate to the Customer under this agreement, being Integrate's Event lead capture Software-as-a-Service (SaaS) solution for collecting and processing data from people, primarily at events. Without limitation, the Services include the Native App, the Web App and the Dashboard.
Show: a specific, single one off Event at which Integrate has agreed to provide Services to the Customer, either for a fee or as a free trial of the Service.
Software: the online software applications used by Integrate to provide the Dashboard.
Subscription: an allocation of permitted usage of the Services as specified in an Order Form. In the event that no Order Form has been agreed by the parties, the Subscription shall not be subject to any particular allocation usage limits except that the App may only be used in respect of its activities at the Show, except for any Fair Use parameters notified to the Customer by Integrate.
Subscription Fees: where applicable, the subscription fees payable by the Customer to Integrate for the Subscriptions, as set out in the Order Form.
Subscription Term: starting from the Effective Date and lasting through the duration of the Show and for a period of 21 days afterwards.
Third Party Provider: a third party in respect of whose services the Services will be capable of being integrated by the Customer, including but not limited to a CRM or Marketing Automation system stated in the Order Form or agreed with the Customer in writing, or an Event organiser’s vendor for the event registration services.
Virus: any thing or device (including any software, code, file or programme) which is designed to: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Web App: the web-based application for collecting information entered in respect of a Record.
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 restrictions set out in this clause 2 and the other terms and conditions of this agreement, Integrate (Europe) Ltd 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 at the Show, solely to the extent of the Subscription.
2.2. In relation to the Authorised Users, the Customer undertakes that:
2.2.1. it shall be responsible for any act or omission of the Authorised Users in respect of the Services;
2.2.2. the level of usage of the Services shall not that specified in the Subscription;
2.2.3. 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;
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. 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.
3.2. Integrate shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
3.2.1. Planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
3.2.2. Unscheduled maintenance performed outside Normal Business Hours, provided that Integrate has used reasonable endeavours to give the Customer notice in advance.
3.3. 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.
4.1. Integrate will use its own App Store developer account for the purpose of making available the Native App to the Customer’s Devices.
4.2. 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.
4.3. 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.
5.1. 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.
5.2. Integrate shall use reasonable 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).
5.3. 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.
5.4. 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 reasonable efforts to promptly remedy any breach of security that permitted such unauthorised access.
5.5. 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:
5.5.1. 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;
5.5.2. 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;
5.5.3. the provisions of the Data Processing Terms shall apply.
5.6. 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.
5.7. Integrate shall at all times comply with all reasonable requests of Customer to confirm its compliance with its obligations under this clause 6.
5.8. 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.
6.1. 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.
6.2. 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.
6.3. 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.
6.5. 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.
6.6. The Customer will abide by any terms of service of any Third Party Provider in respect of which it uses the Service.
6.7. The Customer hereby gives Integrate express permission to access and use information from its account with any Third Party Provider.
7.1. The Customer and the Organiser have entered into a separate agreement between them in respect of the Customer’s attendance at and/or participation in the Show,. All arrangements in respect of the Show (including ticket availability, pricing, cancellation and refund policy) are as determined between the Organiser and the Customer, and not Integrate. The Services are not subject to any terms agreed between Customer and the Organiser. The terms agreed between the Customer and the Organiser are not part of this Agreement.
7.2. If the event is cancelled or postponed, Integrate is not liable for any loss or damage of the Customer related to such postponement or cancellation. The Customer shall not be entitled to any credit or refund in the event of its inability to make use of the Services due to its non-attendance at, or any limitation on its participation at the Show (including without limitation any cancellation or postponement of the Show).
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:
8.2.1. 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
8.2.2. 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:
9.1.1. Provide Integrate with:
22.214.171.124. all necessary co-operation in relation to this agreement; and
126.96.36.199. all necessary access to such information as may be required by Integrate;
In order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
9.1.2. comply with all applicable laws and regulations with respect to its activities under this agreement;
9.1.3. 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;
9.1.4. 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;
9.1.5. 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;
9.1.6. 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;
9.1.7. ensure that its network and systems comply with the relevant specifications provided by Integrate from time to time; and
9.1.8. 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:
9.2.1. can be used to identify an individual person under 16 years of age;
9.2.2. relates to an individual’s health, medical condition or genetic or biometric properties;
9.2.3. is in a “special category of personal data” as defined in Article 9 of the GDPR;
9.2.4. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
9.2.5. facilitates illegal activity;
9.2.6. depicts sexually explicit images;
9.2.7. promotes unlawful violence;
9.2.8. infringes any copyright, trade mark, database right or other intellectual property rights;
9.2.9. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
9.2.10. 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:
9.3.1. 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:
188.8.131.52 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or the App in any form or media or by any means; or
184.108.40.206. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the App; or
9.3.2. 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
9.3.3. use the Services to provide services to third parties; or
9.3.4. 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);
9.3.5. use the Services for any purpose or in any manner not permitted by applicable law; or
9.3.6. 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
9.3.7. 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. In the event that the parties have agreed a charge for the Services, the Customer shall pay any Subscription Fees to Integrate for the Subscriptions in accordance with this clause 11 and the Order Form.
11.2. 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 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.
11.3. All amounts and fees stated or referred to in this Agreement:
11.3.1. shall be payable in pounds sterling or such other currency as may be specified in the Order Form;
11.3.2. are, subject to clause 15.2, non-cancellable and non-refundable;
11.3.3. are exclusive of value added tax, which shall be added to Integrate's invoice(s) at the appropriate rate.
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:
13.1.1. is or becomes publicly known other than through any act or omission of the receiving party;
13.1.2. was in the other party's lawful possession before the disclosure;
13.1.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
13.1.4. 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.
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:
14.1.1. the Customer is given prompt notice of any such claim;
14.1.2. Integrate provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
14.1.3. the Customer is given sole authority to defend or settle the claim.
15.1. Except as expressly and specifically provided in this agreement:
15.1.1. 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;
15.1.2. 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
15.1.3. 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:
15.2.1. for death or personal injury caused by Integrate's negligence; or
15.2.2. for fraud or fraudulent misrepresentation.
15.3. Subject to clause 15.1 and clause 15.2:
15.3.1. Integrate shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any:
220.127.116.11. loss of profits, loss of business, depletion of goodwill and/or similar losses; or
18.104.22.168. loss or corruption of data or information, or
22.214.171.124. pure economic loss, or
126.96.36.199. for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
15.3.2. 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 greater of a sum equal to the Subscription Fees and £1,000 (one thousand pounds).
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.
15.5. Customer Data may be stored on Authorised Users’ Devices if Services are being used in offline mode. The Customer is solely responsible for maintaining the security of Devices used by Authorised Users from unauthorised access.
16.1. This agreement shall, unless otherwise terminated as provided in this clause 16., commence on the Effective Date and shall continue for the Subscription Term
16.2. On termination of this agreement for any reason:
16.2.1. 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);
16.2.2. where applicable, the Customer must immediately pay to Integrate any sums due to Integrate under this Agreement;
16.2.3. 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;
16.2.4. 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
16.2.5. 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 updated Terms of Service will become effective and binding on the next Business Day after such notification or such later date as the Change Notice may specify.
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 Protection Terms:
Means as applicable and binding on the Customer, Integrate and/or the Services: (i) any law, statute, regulation, by-law or subordinate legislation in force from time to time to which a party is subject and/or in any jurisdiction that the Services are provided to or in respect of; (ii) the common law and laws of equity as applicable to the parties from time to time; (iii) any binding court order, judgment or decree; or (iv) any applicable direction, policy, rule or order that is binding on a party and that is made or given by any regulatory body having jurisdiction over a party or any of that party’s assets, resources or business;
Means such legally enforceable mechanism(s) for transfers of Personal Data outside the United Kingdom as may be permitted under Data Protection Laws from time to time;
Has the meaning given to that term (or to the term ‘controller’) in Data Protection Laws;
Has the meaning given to that term (or to the term ‘processor’) in Data Protection Laws;
Data Protection Laws
Means as applicable and binding on the Customer, Integrate and/or the Services: (i) in the United Kingdom, the GDPR, and/or any corresponding or equivalent national laws or regulations; (ii) in member states of the European Union: the GDPR, once applicable, and all relevant member state laws or regulations giving effect to or corresponding with any of them; and (iii) any Applicable Laws replacing, amending, extending, re-enacting or consolidating any of the above Data Protection Laws from time to time;
Has the meaning given to that term in Data Protection Laws;
Data Subject Request
Means a request made by a Data Subject to exercise any rights of Data Subjects under Data Protection Laws
has the meaning given to that term in Data Protection Laws;
Personal Data Breach
Means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Protected Data;
Has the meanings given to that term in Data Protection Laws (and related terms such as process have corresponding meanings);
Means Personal Data received from or on behalf of the Customer to the extent that it is processed by Integrate on Customer’s behalf in connection with the performance of Integrate’s obligations under this Agreement, but does not include any anonymised, aggregated data derived by Integrate in whole or in part from any Personal Data;
Means another Data Processor engaged by Integrate for carrying out processing activities in respect of the Protected Data on behalf of the Customer; and
Means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering Data Protection Laws.
Specific Interpretive Provision(s)
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.
Data processing provisions
1. Data Processor and Data Controller
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. Instructions and details of processing
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. Technical and organisational measures
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. Using staff and other processors
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. Assistance with the Customer’s compliance and Data Subject rights
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. International data transfers
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. Records, information and audit
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. Breach notification
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.
9. Deletion or return of Protected Data and copies
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).
1. Subject-matter of processing:
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.
2. Duration of the processing:
For the duration of the provision of the Services.
3. Nature and purpose of the processing:
To provide the Integrate service to the Customer.
4. Type of Personal Data:
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.
5. Categories of Data Subjects:
Clients and potential clients of Customer, or staff of the same.
6. Technical and Organisational Security measures applied to the Protected Data.
As set out in the at the “Our Approach to Data Security” section of the Integrate website at https://Integrate.com/security#approach 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.