Terms and Conditions

This Terms and Conditions Agreement ("Agreement") is entered into by and between IntelliFM Ltd, a company incorporated in England and Wales with company number 16649170 (referred to as "Provider", "IntelliFM", "we", "us", "our") and the entity or person agreeing to these terms ("Customer", "you", "your"). By accessing, using, or registering for our services, you acknowledge that you have read, understood, and agree to be legally bound by this Agreement in its entirety.

1. Definitions

All capitalised terms in this Agreement have the meanings set out herein:

• "Service" means the IntelliFM software platform, including all software, APIs, user interfaces, mobile applications, documentation, updates, modifications, enhancements, and any related support, training, or content provided by IntelliFM.
• "User Data" or "Customer Data" refers to all data, information, files, content, and materials of any kind submitted, uploaded, transmitted, stored, or processed by or on behalf of Customer via the Service.
• "Personal Data" has the meaning given in the GDPR and includes any information relating to an identified or identifiable natural person.
• "GDPR" means the EU General Data Protection Regulation 2016/679 and the UK GDPR as incorporated into UK law under the Data Protection Act 2018, as amended or replaced from time to time.
• "Authorised Users" means Customer's employees, contractors, agents, or other personnel authorised by Customer to access and use the Service.
• "Intellectual Property Rights" or "IP Rights" means all patents, trademarks, service marks, trade names, copyrights, trade secrets, know-how, database rights, design rights, and any other intellectual property rights, whether registered or unregistered.
• "Fees" means the charges payable by Customer for access to and use of the Service as agreed in writing or as displayed on our website.
• "Confidential Information" means all non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential.

2. Acceptance and Scope

Where Customer has entered into a separate written commercial agreement with IntelliFM Ltd (a "Commercial Agreement"), the terms of that Commercial Agreement shall prevail over any conflicting provision of this Agreement in respect of the Service provided under that Commercial Agreement. This Agreement governs all other use of the Service and IntelliFM's website.

By clicking "I Accept", creating an account, accessing the Service, or using any part of the Service in any manner, you expressly agree to be bound by this Agreement and all terms incorporated by reference, including our Privacy Policy and Data Processing Addendum. If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to this Agreement, and "Customer" or "you" shall refer to such entity. If you do not have such authority, or if you do not agree with all provisions of this Agreement, you must not access or use the Service.

This Agreement applies globally to all users, regardless of domicile, citizenship, or location of use. You are responsible for compliance with all local, national, and international laws and regulations applicable to your use of the Service.

3. Changes to Terms

IntelliFM reserves the right to modify, amend, or update this Agreement at any time in its sole discretion. We will provide notice of material changes by posting the updated Agreement on our website with a new "Last Updated" date and, where required by law or at our discretion, by email notification to your registered email address. Material changes will take effect 30 days after such notice, unless otherwise stated or required by law. Non-material changes take effect immediately upon posting.

Your continued access to or use of the Service after the effective date of any changes constitutes your binding acceptance of the revised Agreement. If you do not agree to any modification, you must immediately cease all use of the Service and notify us in writing. No oral modifications or amendments to this Agreement shall be valid or binding.

4. User Responsibilities and Acceptable Use

Customer is solely and exclusively responsible for:

• All User Data, including its accuracy, legality, quality, and appropriateness;
• Obtaining all necessary rights, permissions, licences, and consents to provide User Data to IntelliFM and to permit IntelliFM to process such data as contemplated by this Agreement;
• Ensuring compliance with all applicable laws, regulations, and industry standards, including but not limited to GDPR, UK GDPR, CCPA, APPI, HIPAA (if applicable), and any other data protection, privacy, anti-money laundering, export control, or sanctions laws;
• Maintaining the confidentiality and security of all account credentials, access tokens, and authentication methods;
• All activities conducted under Customer's account, including actions taken by Authorised Users;
• Monitoring and controlling access to the Service by Authorised Users and ensuring their compliance with this Agreement.

Prohibited Activities: Customer shall not, and shall ensure that Authorised Users do not:

• Use the Service for any unlawful, fraudulent, defamatory, abusive, harassing, threatening, or otherwise objectionable purpose;
• Violate any person's intellectual property, privacy, publicity, or other proprietary rights;
• Upload, transmit, or distribute any viruses, malware, ransomware, or malicious code;
• Attempt to gain unauthorised access to the Service, other accounts, networks, or systems;
• Interfere with, disrupt, or impose unreasonable burdens on the Service or its infrastructure;
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Service;
• Remove, obscure, or alter any proprietary notices or labels on the Service;
• Use the Service to develop a competing product or service or for benchmarking purposes without prior written consent;
• Resell, sublicense, lease, or otherwise commercially exploit the Service without authorisation;
• Use automated systems (bots, scrapers, etc.) to access the Service except as expressly permitted by IntelliFM;
• Store or transmit any data that infringes third-party rights or violates applicable laws;
• Engage in any activity that could damage IntelliFM's reputation or business interests.

IntelliFM reserves the right to investigate suspected violations and to cooperate with law enforcement authorities. Violation of this section may result in immediate suspension or termination of access without refund or liability.

5. Customer Indemnification

Customer agrees to indemnify, defend (at IntelliFM's option), and hold harmless IntelliFM and its affiliates, subsidiaries, officers, directors, employees, agents, successors, and assigns (collectively, "IntelliFM Parties") from and against any and all third-party claims, demands, actions, proceedings, liabilities, losses, damages, costs, expenses (including reasonable legal fees and court costs), fines, penalties, settlements, and judgments (collectively, "Claims") arising out of or relating to:

• Customer's or any Authorised User's use or misuse of the Service;
• Any User Data, including any allegation that such data infringes or misappropriates any IP Rights or violates any rights of third parties;
• Customer's breach of this Agreement, including any representation, warranty, or obligation herein;
• Customer's violation of any applicable laws, regulations, or industry standards;
• Customer's breach of third-party rights, including privacy, data protection, intellectual property, contractual, or proprietary rights;
• Any gross negligence, willful misconduct, or fraud by Customer or its Authorised Users;
• Any regulatory investigations, enforcement actions, audits, or government proceedings arising from Customer's activities or data;
• Claims by Customer's employees, contractors, or other Authorised Users;
• Any data breach or security incident caused by Customer's failure to maintain proper security controls.

Defence and Control: IntelliFM reserves the right to assume exclusive control and defence of any matter subject to indemnification by Customer, and Customer shall not settle any such matter without IntelliFM's prior written consent. Customer shall fully cooperate with IntelliFM in the defence of any Claim. This indemnification obligation is in addition to, and not in lieu of, any other remedies available to IntelliFM.

This indemnity obligation survives termination or expiration of this Agreement indefinitely.

6. Limitation of Liability

To the maximum extent permitted by applicable law:

6.1 Exclusion of Consequential Damages: In no event shall IntelliFM or any IntelliFM Party be liable to Customer or any third party for any indirect, incidental, special, exemplary, punitive, or consequential damages of any kind, including but not limited to:

• Loss of profits, revenue, business opportunities, goodwill, or anticipated savings;
• Loss of or corruption to data;
• Business interruption or downtime;
• Costs of procurement of substitute goods or services;
• Loss of use or inability to use the Service;
• Reputational harm or damage to brand;
• Regulatory fines or penalties (except where caused by IntelliFM's willful breach of data protection laws);
• Claims by third parties;

even if IntelliFM has been advised of, knew of, or should have known of the possibility of such damages, and regardless of whether any remedy fails its essential purpose.

6.2 Liability Cap: IntelliFM's total aggregate liability arising out of or related to this Agreement, whether in contract, tort (including negligence), strict liability, or any other legal theory, shall not exceed the greater of (i) the total fees actually paid by Customer to IntelliFM in the twelve (12) months immediately preceding the event giving rise to liability, or (ii) one thousand pounds sterling (£1,000).

6.3 Exceptions: Nothing in this Agreement shall exclude or limit IntelliFM's liability for:

• Death or personal injury caused by IntelliFM's negligence;
• Fraud or fraudulent misrepresentation;
• Willful misconduct or gross negligence;
• Any other liability that cannot be excluded or limited under applicable law.

6.4 Basis of Bargain: Customer acknowledges and agrees that the limitations and exclusions of liability set forth in this section are fundamental elements of the bargain between the parties, and that IntelliFM would not provide the Service without such limitations.

6.5 Third-Party Claims: IntelliFM shall have no liability whatsoever for any claims, losses, or damages arising from third-party products, services, or content accessed through or integrated with the Service.

7. Warranties and Disclaimers

To the maximum extent permitted by applicable law, the Service is provided "as is", "as available", and "with all faults".

7.1 Disclaimer of Warranties: IntelliFM and its licensors, suppliers, and partners expressly disclaim all warranties and conditions of any kind, whether express, implied, statutory, or otherwise, including but not limited to:

• Any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement;
• Any warranties arising from course of dealing, course of performance, or usage of trade;
• Any warranties that the Service will be uninterrupted, error-free, secure, or free from viruses or other harmful components;
• Any warranties regarding the accuracy, reliability, completeness, or timeliness of content, data, or information provided through the Service;
• Any warranties that defects will be corrected or that the Service will meet Customer's requirements or expectations;
• Any warranties regarding uptime, availability, or performance levels (unless expressly stated in a separate service level agreement).

7.2 No Professional Advice: The Service is not intended to provide legal, financial, tax, medical, or other professional advice. Any information, content, or tools provided through the Service are for general informational purposes only and should not be relied upon as professional advice. Customer is solely responsible for obtaining appropriate professional advice.

7.3 Third-Party Services: The Service may integrate with or rely upon third-party services, APIs, or platforms. IntelliFM makes no representations or warranties regarding any third-party services and disclaims all liability for their performance, availability, accuracy, or compliance with laws.

7.4 Customer Warranties: Customer represents and warrants that:

• Customer has full power and authority to enter into this Agreement;
• Customer's use of the Service will comply with all applicable laws and this Agreement;
• Customer has obtained all necessary rights, consents, and permissions for all User Data;
• User Data does not and will not infringe any third-party rights or violate any laws;
• Customer will not submit any false, misleading, or fraudulent information;
• If Customer is acting on behalf of an organisation, Customer has authority to bind that organisation.

7.5 Beta Features: IntelliFM may offer beta, pilot, preview, or experimental features. Such features are provided "as is" with no warranties whatsoever and may be modified or discontinued at any time without notice. Customer uses beta features entirely at its own risk.

Some jurisdictions do not allow the exclusion of implied warranties. If applicable law does not permit the full exclusion of warranties, then the above disclaimers shall apply to the greatest extent permitted by law.

8. Data Protection, Privacy, Security & GDPR Compliance

8.1 Data Processing Roles: Where Customer provides Personal Data to IntelliFM:

• Customer acts as the Data Controller and is solely responsible for determining the purposes and means of processing Personal Data;
• IntelliFM acts as the Data Processor and processes Personal Data only on documented instructions from Customer and in accordance with applicable data protection laws;
• The parties’ rights and obligations regarding Personal Data processing are further detailed in the Data Processing Addendum (“DPA”), which forms an integral part of this Agreement and is available on request. No public web address is stated here.

8.2 GDPR and Global Compliance: IntelliFM processes Personal Data in compliance with:

• The EU General Data Protection Regulation (GDPR);
• The UK General Data Protection Regulation (UK GDPR) and Data Protection Act 2018;
• Other applicable data protection and privacy laws worldwide, including CCPA, APPI, PIPEDA, and LGPD as applicable;
• Industry-specific requirements such as HIPAA, PCI-DSS, or SOC 2 (where expressly agreed in writing).

8.3 Security measures: IntelliFM implements ordinary technical and organisational measures designed to protect User Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access, including:

• Encryption in transit using HTTPS, and encryption at rest using the hosting provider’s standard controls. This Agreement does not name an algorithm;
• Role-based access to customer data;
• Security updates to the software IntelliFM operates, and logs used to investigate faults and misuse;
• Backups so the service can be restored after a fault. This Agreement does not state a recovery time.

This Agreement does not claim mandatory multi-factor authentication, a 24/7 monitoring centre, a SIEM product, a bug-bounty programme, penetration testing on a stated schedule, biometric access control, CCTV operated by IntelliFM, ISO certification, or SOC 2 certification. Section 8.2 names a standard only where it is expressly agreed in writing.

8.4 Data Breach Notification: In the event of a confirmed Personal Data breach affecting Customer Data, IntelliFM shall:

• Notify Customer without undue delay and in any event within 72 hours of becoming aware of the breach;
• Provide reasonable information and assistance to Customer to enable Customer to fulfil any data breach reporting obligations under applicable laws;
• Take reasonable steps to mitigate the breach and prevent future occurrences;
• Document all breaches and remediation efforts.

8.5 Customer Responsibilities: Customer warrants and undertakes that:

• Customer has a lawful basis under GDPR/UK GDPR for processing all Personal Data provided to IntelliFM;
• Customer has obtained all necessary consents, provided required notices, and fulfilled all transparency obligations toward data subjects;
• Customer is solely responsible for responding to data subject requests (access, rectification, erasure, restriction, portability, objection) and will indemnify IntelliFM for any failures in this regard;
• Customer shall not provide IntelliFM with any Special Category Data (as defined in GDPR Article 9) or Criminal Conviction Data (Article 10) unless expressly agreed in writing and appropriate safeguards are implemented;
• Customer will immediately notify IntelliFM of any data protection complaints, regulatory enquiries, or enforcement actions.

8.6 Data Location and Transfers:

• Customer Data is stored with cloud hosting providers. This Agreement does not state that it is stored only in the United Kingdom or the EEA;
• Where data transfers to third countries occur, IntelliFM ensures appropriate safeguards are in place, including Standard Contractual Clauses (SCCs) approved by the European Commission and UK Information Commissioner's Office;
• Customer consents to such transfers subject to these safeguards;
• Upon request, IntelliFM will provide copies of relevant data transfer mechanisms.

8.7 Sub-processors: Customer acknowledges and consents to IntelliFM engaging sub-processors for limited processing activities. A current list of sub-processors is available on request. No public web address is stated here. IntelliFM will:

• Notify Customer of any intended changes concerning the addition or replacement of sub-processors at least 30 days in advance;
• Impose data protection obligations on all sub-processors substantially equivalent to those in this Agreement;
• Remain fully liable to Customer for any sub-processor's performance.

8.8 Data Retention and Deletion: Upon termination or expiration of this Agreement, IntelliFM shall (at Customer's written election):

• Return all User Data to Customer in a commonly used, machine-readable format within 30 days; or
• Securely delete or anonymise all User Data within 30 days;
• IntelliFM may retain data for longer periods where required by law, regulation, or legitimate business purposes (e.g., backups, auditing), subject to continued confidentiality obligations.

8.9 Audits and Certifications: Upon reasonable written notice and subject to confidentiality obligations, IntelliFM shall:

• Make available to Customer information necessary to demonstrate compliance with data protection obligations;
• Allow for and contribute to audits or inspections by Customer or an independent third-party auditor (at Customer's cost), provided such audits do not occur more than once per year and do not unreasonably interfere with IntelliFM's operations;
• Provide copies of relevant certifications upon request.

8.10 Aggregated and Anonymised Data: Notwithstanding any other provision, IntelliFM reserves the right to:

• Collect, aggregate, and analyse anonymised or de-identified usage data and statistics derived from Customer's use of the Service;
• Use such aggregated data for analytics, benchmarking, product improvement, research, marketing, and other legitimate business purposes;
• Provided that such data cannot reasonably be used to identify Customer or any individual and complies with applicable anonymisation standards.

8.11 Customer Indemnity for Data Breaches: Customer shall indemnify and hold harmless IntelliFM from any regulatory fines, penalties, claims, or damages arising from Customer's failure to comply with data protection laws, obtain proper consents, or provide accurate instructions regarding data processing.

9. Intellectual Property Rights

9.1 IntelliFM IP Rights: Customer acknowledges and agrees that:

• IntelliFM and its licensors own all right, title, and interest in and to the Service, including all software, technology, APIs, interfaces, documentation, branding, trademarks, trade names, logos, designs, algorithms, processes, know-how, and any modifications, enhancements, or derivative works thereof;
• All Intellectual Property Rights in the Service are and shall remain the exclusive property of IntelliFM or its licensors;
• This Agreement does not grant Customer any ownership rights or licences except the limited right to access and use the Service as expressly set forth herein;
• Customer shall not remove, alter, or obscure any copyright, trademark, or other proprietary notices from the Service.

9.2 Customer Data Rights: As between the parties:

• Customer retains all right, title, and interest in and to all User Data;
• Customer grants IntelliFM a limited, non-exclusive, worldwide, royalty-free licence to use, copy, store, transmit, display, and process User Data solely as necessary to provide the Service and fulfil IntelliFM's obligations under this Agreement;
• This licence terminates upon termination of this Agreement, subject to retention periods described in Section 8.8.

9.3 Feedback and Suggestions: Customer may voluntarily provide feedback, suggestions, enhancement requests, or recommendations regarding the Service ("Feedback"). Customer agrees that:

• IntelliFM shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual licence to use, incorporate, modify, and commercially exploit any Feedback without obligation or compensation to Customer;
• Feedback does not constitute Confidential Information;
• Customer shall not provide Feedback containing third-party IP or confidential information.

9.4 Infringement Claims: If Customer receives any notice or claim alleging that the Service infringes any third-party IP Rights, Customer shall:

• Immediately notify IntelliFM in writing;
• Provide IntelliFM with sole control of the defence and settlement;
• Cooperate fully with IntelliFM at IntelliFM's expense.

Subject to the foregoing, IntelliFM will defend Customer against such claims and pay resulting damages awarded by a court or agreed in settlement, provided the claim arises solely from Customer's authorised use of the Service as permitted by this Agreement. IntelliFM may, at its option:

• Obtain the right for Customer to continue using the Service;
• Replace or modify the Service to make it non-infringing; or
• Terminate the Agreement and refund prepaid fees on a pro-rata basis.

IntelliFM shall have no liability for infringement claims arising from: (a) Customer's unauthorised modification of the Service; (b) Customer's combination of the Service with third-party products; (c) Customer's continued use after being notified of alleged infringement; or (d) User Data provided by Customer.

This Section 9.4 states IntelliFM's sole and exclusive liability and Customer's sole and exclusive remedy for any infringement claims.

10. Confidentiality

10.1 Definition: "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

10.2 Obligations: The Receiving Party shall:

• Hold all Confidential Information in strict confidence using at least the same degree of care as it uses for its own confidential information, but in no event less than reasonable care;
• Not disclose Confidential Information to any third party except as permitted in this Agreement;
• Use Confidential Information only for purposes of performing its obligations or exercising its rights under this Agreement;
• Limit access to Confidential Information to employees, contractors, and advisors with a legitimate need to know and who are bound by confidentiality obligations at least as protective as those herein;
• Promptly notify the Disclosing Party of any unauthorised use or disclosure of Confidential Information.

10.3 Exceptions: Confidential Information does not include information that:

• Is or becomes publicly available through no breach of this Agreement by the Receiving Party;
• Was rightfully known to the Receiving Party without confidentiality restrictions prior to disclosure;
• Is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation;
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information;
• Is required to be disclosed by law, regulation, court order, or government authority, provided the Receiving Party gives prompt written notice to the Disclosing Party (where legally permissible) and reasonable assistance in seeking a protective order.

10.4 Return or Destruction: Upon termination or at the Disclosing Party's request, the Receiving Party shall promptly return or securely destroy all Confidential Information and certify such destruction in writing, except where retention is required by law or professional standards.

10.5 Remedies: The parties acknowledge that monetary damages may be insufficient to remedy a breach of this confidentiality obligation, and the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, without the need to post bond.

These confidentiality obligations shall survive termination of this Agreement for a period of five (5) years.

11. Fees, Payment Terms, and Billing

11.1 Fees: Customer agrees to pay all Fees as specified in the order form, quote, or as displayed on IntelliFM's website at the time of purchase. All Fees are:

• Quoted and payable in Pounds Sterling (GBP) unless otherwise agreed in writing;
• Exclusive of all applicable taxes, duties, levies, and similar charges (VAT, sales tax, GST, etc.), which Customer shall pay in addition to the Fees;
• For published self-serve plans, charged monthly in advance on a subscription that rolls forward each month until you cancel. You may cancel at any time. Fees already charged are non-refundable except as expressly provided in this Agreement or required by law;
• Subject to change upon 30 days' written notice for renewals or new services;
• Payable in advance unless otherwise agreed in writing.

11.2 Payment Terms:

• Published self-serve plans are billed monthly to the card given at checkout. A 14-day trial starts at sign-up. The card is taken at the start of the trial and the first subscription charge is on day 15, unless you cancel before then. Those plans do not have a separate 14-day invoice due date;
• Another payment method applies only where IntelliFM has agreed it in writing;
• Customer authorises IntelliFM to charge the payment method on file for all Fees when due;
• Customer shall keep payment information current and accurate;
• Overdue amounts bear interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower) from the due date until paid in full;
• Customer is responsible for all collection costs and legal fees incurred by IntelliFM to collect overdue amounts.

11.3 Suspension for Non-Payment: Without prejudice to other rights or remedies, IntelliFM may suspend access to the Service if any payment is more than seven (7) days overdue. Suspension does not relieve Customer of payment obligations, and IntelliFM may charge reactivation fees. If a subscription payment fails, staff and engineer access is restricted automatically until payment is brought up to date, while the client portal stays available.

11.4 Taxes: Customer is responsible for all taxes associated with its use of the Service. If IntelliFM is required to pay or collect taxes for which Customer is responsible, Customer will reimburse IntelliFM promptly. Customer shall provide valid VAT registration numbers or tax exemption certificates where applicable.

11.5 Fee Increases: IntelliFM may increase Fees upon renewal by providing at least 30 days' written notice. Continued use of the Service after the effective date of a fee increase constitutes acceptance.

11.6 No Refunds: All Fees are non-refundable except where expressly required by applicable consumer protection laws. Customer is not entitled to refunds for partial months or unused licences.

12. Term, Termination, and Suspension

12.1 Term: This Agreement commences on the date Customer first accesses the Service or accepts this Agreement (whichever is earlier) and continues until terminated in accordance with this Section ("Term").

12.2 Subscription Term: If Customer purchases a subscription:

• The published self-serve subscription is monthly, and it rolls forward each month until you cancel;
• You may cancel at any time. Cancellation does not require thirty (30) days’ written notice. If you cancel during the trial before day 15, the first charge is not taken. If you cancel after a charge has been made, later charges stop and the charge already made is not refunded;
• Renewal Fees may differ from initial Fees.

12.3 Termination for Convenience by Customer: Customer may terminate this Agreement:

• At any time. A self-serve monthly plan does not require thirty (30) days’ written notice;
• Cancellation does not entitle Customer to any refund of Fees already charged;
• Customer remains liable for all Fees incurred up to the effective termination date.

12.4 Termination for Cause by IntelliFM: IntelliFM may terminate this Agreement immediately and without prior notice if:

• Customer breaches any material term of this Agreement and fails to cure such breach within seven (7) days of written notice;
• Customer breaches Section 4 (Prohibited Activities) or any payment obligation;
• Customer's use of the Service poses a security risk or threatens the integrity of the Service;
• Customer engages in fraudulent, unlawful, or abusive conduct;
• Customer becomes insolvent, enters bankruptcy, or ceases business operations;
• IntelliFM is required to terminate by law or regulatory authority;
• Continuing the relationship would cause IntelliFM reputational harm or legal liability.

12.5 Immediate Suspension: IntelliFM may immediately suspend Customer's access to the Service, without liability and without prior notice, if:

• Customer breaches this Agreement or poses a security risk;
• Customer's account is more than seven (7) days overdue on payment;
• IntelliFM reasonably believes immediate suspension is necessary to protect the Service, other customers, or third parties;
• Required by law, court order, or regulatory authority.

If a subscription payment fails, staff and engineer access is restricted automatically until payment is brought up to date, while the client portal stays available.

IntelliFM will use reasonable efforts to provide advance notice of suspension where practicable and legally permitted. Suspension does not relieve Customer of its obligations to pay Fees.

12.6 Effects of Termination: Upon termination or expiration of this Agreement:

• Customer's right to access and use the Service immediately ceases;
• Customer shall immediately cease all use of IntelliFM's Confidential Information and IP;
• All outstanding Fees become immediately due and payable;
• IntelliFM shall have no obligation to maintain or return Customer Data except as provided in Section 8.8;
• Customer shall pay IntelliFM for all Services rendered up to the effective termination date;
• Neither party shall be liable to the other for damages solely as a result of termination in accordance with this Agreement.

12.7 Survival: The following sections shall survive termination or expiration of this Agreement: Sections 1 (Definitions), 5 (Indemnification), 6 (Limitation of Liability), 7 (Warranties and Disclaimers), 8.8 (Data Retention and Deletion), 9 (Intellectual Property), 10 (Confidentiality), 11 (Fees and Payment), 12.6 (Effects of Termination), 12.7 (Survival), 13 (Governing Law), 14 (Dispute Resolution), and any other provisions that by their nature should survive.

13. Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement (other than payment obligations) due to causes beyond its reasonable control, including but not limited to:

• Acts of God, natural disasters, earthquakes, floods, storms, or severe weather;
• War, terrorism, civil unrest, riots, or armed conflict;
• Epidemics, pandemics, or public health emergencies;
• Government actions, embargoes, sanctions, or changes in law;
• Labour disputes, strikes, or lockouts (excluding disputes involving the party's own employees);
• Failure of public utilities, telecommunications networks, or internet service providers;
• Cyber-attacks, distributed denial-of-service attacks, or hacking incidents not caused by the party's negligence;
• Failure of third-party hosting providers, cloud infrastructure, or data centres.

The affected party shall: (a) promptly notify the other party of the force majeure event; (b) use commercially reasonable efforts to mitigate the impact and resume performance; and (c) provide regular updates on efforts to overcome the force majeure event.

If a force majeure event continues for more than thirty (30) consecutive days, either party may terminate this Agreement upon written notice without liability, except Customer remains obligated to pay for Services received prior to termination.

14. Governing Law and Jurisdiction

14.1 Governing Law: This Agreement and any disputes arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

14.2 Jurisdiction: Subject to Section 15 (Dispute Resolution) below, 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).

14.3 Consumer Rights: Nothing in this section shall limit any statutory rights you may have as a consumer under applicable consumer protection laws. If you are a consumer resident in the European Union or United Kingdom, you may have additional mandatory rights that cannot be waived by this Agreement.

15. Dispute Resolution and Arbitration

15.1 Informal Resolution: Before initiating formal dispute resolution, the parties agree to attempt in good faith to resolve any dispute through direct negotiation for a period of thirty (30) days. A party wishing to initiate negotiations shall send written notice to the other party describing the dispute. Senior representatives from each party with authority to settle the dispute shall meet (in person or virtually) and attempt to resolve the matter.

15.2 Arbitration Agreement: If the parties are unable to resolve a dispute through informal negotiation, either party may elect to resolve the dispute through binding arbitration administered by the London Court of International Arbitration (LCIA) in accordance with the LCIA Arbitration Rules then in effect.

The arbitration shall be conducted as follows:

• Seat and Language: London, England; English language;
• Number of Arbitrators: One arbitrator for disputes involving less than £100,000; three arbitrators for disputes exceeding £100,000;
• Confidentiality: All arbitration proceedings and awards shall be confidential;
• Costs: Each party shall bear its own costs unless the arbitrator orders otherwise;
• Finality: The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

15.3 Exceptions to Arbitration: Notwithstanding the above, either party may:

• Seek interim, provisional, or injunctive relief in any court of competent jurisdiction to protect its rights pending arbitration;
• Bring claims in small claims court if the dispute qualifies;
• Pursue claims related to intellectual property infringement in any court of competent jurisdiction.

15.4 Class Action Waiver: To the maximum extent permitted by law, each party agrees that any dispute shall be resolved on an individual basis only and not as a class action, consolidated action, or representative action. Customer waives any right to participate in a class action lawsuit or class-wide arbitration.

15.5 Time Limitation: Any claim or cause of action arising under this Agreement must be commenced within one (1) year after the claim or cause of action arose, or such claim shall be permanently barred.

16. General Provisions

16.1 Entire Agreement: This Agreement, together with any order forms, quotes, DPA, Privacy Policy, and other documents expressly incorporated by reference, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral. No terms set forth in any purchase order, vendor registration form, or other document provided by Customer shall have any effect or modify this Agreement.

16.2 Amendments: No amendment, modification, or waiver of this Agreement shall be valid or binding unless made in writing and signed by authorised representatives of both parties. Notwithstanding the foregoing, IntelliFM may modify this Agreement as provided in Section 3.

16.3 Waiver: No failure or delay by either party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy. No single or partial exercise of any right or remedy shall preclude further exercise of that right or any other right. A waiver of any breach of this Agreement is not a waiver of any other breach.

16.4 Severability: If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

16.5 Assignment: Customer may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without IntelliFM's prior written consent. Any attempted assignment in violation of this section is void. IntelliFM may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets. This Agreement shall bind and inure to the benefit of the parties' permitted successors and assigns.

16.6 Independent Contractors: The parties are independent contractors. This Agreement does not create any partnership, joint venture, employment, agency, or franchise relationship. Neither party has authority to bind the other or incur obligations on the other's behalf.

16.7 Third-Party Beneficiaries: This Agreement is solely for the benefit of the parties and their permitted successors and assigns. No third party shall have any right to enforce any provision of this Agreement.

16.8 Notices: All notices, consents, and communications required or permitted under this Agreement shall be in writing and deemed given when:

• Delivered personally;
• Sent by email to the addresses specified in the account or order form (with confirmation of receipt);
• Sent by registered or certified mail, return receipt requested;
• Delivered by a nationally recognised overnight courier.

Notices to IntelliFM shall be sent to: legal@intellifm.io

16.9 Export Controls: Customer acknowledges that the Service may be subject to export control laws and regulations of the United Kingdom, United States, European Union, and other jurisdictions. Customer agrees to comply with all applicable export controls, sanctions, and embargoes, and shall not export, re-export, or transfer the Service to prohibited countries, entities, or persons.

16.10 Government Users: The Service is a "commercial item" as defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation." If Customer is a U.S. government entity, the Service is licensed with only those rights as are granted to all other end users under this Agreement.

16.11 Language: This Agreement is drafted in the English language. If this Agreement is translated into any other language, the English version shall prevail in the event of any conflict or ambiguity.

16.12 Headings: Section headings in this Agreement are for convenience only and shall not affect the interpretation of any provision.

16.13 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall have the same force and effect as original signatures.

16.14 Publicity: IntelliFM may identify Customer as a customer of the Service and use Customer's name, logo, and trademark in IntelliFM's marketing materials, website, and customer lists, unless Customer objects in writing. Such use shall not imply endorsement by Customer.

16.15 No Partnership or Agency: Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

Contact Information

IntelliFM Ltd
Company Number: 16649170
Registered in England and Wales

For legal queries, complaints, notices, or contract-related enquiries:

Legal Team: legal@intellifm.io
General Enquiries: hello@intellifm.io
Data Protection Officer: privacy@intellifm.io

By using the Service, you acknowledge that you have read, understood, and agree to be bound by this Agreement in its entirety. If you do not agree, do not access or use the Service.