Intelastel® Standard Online Purchase Terms

1. Parties
   These terms and conditions create a contract between you and Helastel Ltd, a company registered in England and Wales with company registration number 05146061 and registered address of Queens Quay, 33 – 35 Queen Square, Bristol, BS1 4LU (collectively the “parties”).
   Please read this Agreement carefully. To confirm your understanding and acceptance of the Agreement and its terms, click “Agree”.
2. Commencement
   1. This Agreement covers your purchase of Helastel software Products and related services.
   2. This Agreement shall come into full force and effect upon you clicking “Agree”.
   3. The terms and conditions of this Agreement and the End User Licence apply to your use of the Licenced Product and our services or IT Systems and are the only terms and conditions under which we agree to your use of them. They supersede and prevail over all other terms and conditions, written or oral, express or implied relating to the matters set out in this Agreement.
3. Interpretation
   1. Section headings in bold and clause labels in square brackets are provided to make the Agreement clearer and have no legal meaning, force or effect.
   2. The words “includes”, “including” and similar phrases should be interpreted as having the words “without limitation” after them. They are examples and do not confine the scope of the words preceding them.
   3. Any reference to a person includes a natural person, a company (whether corporate or unincorporated and that legal person’s personal representatives, successors and permitted assigns.
   4. Unless the context otherwise requires, any use of words in the singular shall include the plural and any use of words in the plural shall include the singular.
   5. Unless the context otherwise requires, any use of a gender shall be interpreted to include all other genders.
   6. A reference to any party shall include that party’s personal representatives, successors and permitted assigns.
   7. A reference to a law, statutory instrument, regulation or guideline shall be interpreted as the most recent version of it, or if it has been replaced, the new law, statutory instrument, regulation or guideline (or part of them) that has replaced it; as well as any law, statutory instrument, regulation or guideline that comes into force under its provisions.
   8. Except where otherwise stated, any reference to writing or written includes email.
   9. Any obligation on a party to this Agreement not to do something includes not allowing that thing to be done.
4. Definitions
   1. the terms in the table below have the meanings given throughout this Agreement:

   Term	Meaning
   Agreement	these standard terms and conditions and the End User Licence.
   Authorised User	a person authorised by you to use one or more of your End User Licences.
   Background IPR	Intellectual Property Rights owned by or licensed to a party prior to execution of this Agreement.
   Business Day	Monday to Friday inclusive, excluding any day which is a bank holiday in England.
   Charges	the charges to be paid by you for your use of our Products, comprising one, more or all of the Setup Charge, the Licence Charge for each Licenced Product, plus any ad-hoc charges separately agreed.
   Confidential Information	means all information, no matter how stored or conveyed, which is: (i) designated as confidential or proprietary by means of a written notice upon or within it; (ii) designated orally as confidential or proprietary provided that such oral designation is confirmed in writing within 2 Business Days of disclosure; (iii) would be considered confidential by a reasonable business person given the nature of the information or the circumstances of its disclosure;and which includes: (a)  all information relating to the content and operation of our software and our Products; (b)  all of our Background IPR.
   Data Controller	has the meaning given to that term in the Data Protection Act 2018.
   Data Processor	has the meaning given to that term in the Data Protection Act 2018.
   End User Licence	the licence granted to you and any Authorised Users to use the Licenced Product.
   “Intellectual Property Rights” or “IPR”	means patents, utility models, rights to inventions, copyright, moral rights and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights and rights in databases, rights in know-how and trade secrets, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.
   Intelastel® Online Platform	a platform offering a range of business applications including the Licenced Product, sometimes also called the Intelastore or Intelastel® Store.
   IT Systems	computers, laptops, servers, switches, networking equipment, hard drives and other storage systems, and all other forms of computing and telecommunications equipment, including their contents, necessary or ancillary to the use of the Licenced Product.
   Licence Charge	the fee which you pay for your use of the Licenced Product, services and our IT Systems, as applicable.
   Licenced Product	the specific Product you are licenced to use pursuant to this Agreement,
   Licence Start Date	the date upon which we first make the Licenced Product available for your use.
   Licence Term	a period of twelve calendar months, beginning on the Licence Start Date and continuing thereafter on a monthly basis subject to the continued payment of the Licence Charge.
   Personal Data	has the meaning given to that term in the Data Protection Act 2018.
   Product	means the specific software, documentation and services, forming one of our software applications.
   Software	the Intelastel® software as upgraded or amended from time to time by us.
   “we”, “our”, us”	the company labelled as “Helastel” on the first page of this Agreement
   “you” and “your”	the organisation which is a party to this Agreement and is identified as such in the information entered into the Intelastel® Online Platform.

5. Purchasing and Payment
   1. When you wish to purchase the Licenced Product you shall do so through the Intelastel® Online Platform where you will be required to enter the following details: 
      1. contact details:
         a. company name,
         b. company registered number (where applicable),
         c. office address,
         d. VAT registration number or similar;
      2. the number of End User Licences being ordered;
      3. your payment details to enable us to collect the Charges;
   2. Where payment is not made through the Intelastel® Online Platform, but directly to Helastel, it will be necessary to provide payment details in advance to Helastel’s Accounts Department in order to set up a direct debit or provide an invoice.
   3. When we accept your order, we shall either take payment from you via our payment portal, or raise an invoice for the Licenced Product and/or any services ordered.
   4. Use of the Licenced Product is also subject to the terms and conditions of the End User Licence, a copy of which is available here: https://support.integromat.com/hc/en-us/articles/360008931020-Legal-Terms-and-Conditions, and which forms part of this Agreement.
   5. OUR ACCEPTANCE OF YOUR ORDER, AND OUR MAKING ANY SOFTWARE ON OUR IT SYSTEMS AVAILABLE TO YOU, IS SUBJECT TO YOU MARKING “AGREE” IN THE RELEVANT CHECK BOXES AT THE INTELASTEL® ONLINE PLATFORM TO INDICATE YOUR ACCEPTANCE OF BOTH THIS AGREEMENT AND THE MOST CURRENT VERSION OF THE END USER LICENCE (“Acceptance”).
   6. Both parties agree that your Acceptance constitutes a valid contract binding both parties.
   7. You are ordering the Licenced Product for an initial Licence Term of 12 months (The “Licence Term”). After expiry of the initial 12-month Licence Term, your continued use of the Licenced Product will automatically renew on a monthly basis subject to your continued payment of the appropriate Charges.
   8. Where you wish to increase the number of Authorised Users, you may do this by purchasing additional End User Licences through the Intelastel® Online Platform.
      1. Any further End User Licences purchased within the initial Licence Term of 12 months will have the same expiry date as the initial Licence Term.
      2. All further End User Licences purchased within the initial Licence Term of 12 months will be charged for all the remaining months up to, and inclusive of, the expiry date.
   9. Upon our acceptance of your order, we shall:
      1. (if you have selected payment against an invoice) invoice you for any Charges falling due on the payment date,
      2. release to you any applicable Software and materials necessary to use your Licenced Product.
6. Scope of Product
   1. The Licenced Product you select from the Intelastel® Online Platform may comprise one of our pre-defined application templates or may allow you to build your own user specific applications or application templates.
   2. If you intend to build your own user specific applications or application templates, your Licenced Product comprises:
      1. the use of our Software and its library of pre-built functions and interfaces to create your own software application;
      2. the right to run our Product and the application you have created using our Product on our IT Systems;
      3. the use of any training materials we provide.
   3. If you intend to use one of our pre-defined application templates, your Licenced Product comprises:
      1. the use of our Software and its library of pre-built functions and interfaces to create your own software application;
      2. the right to run your Licenced Product on our IT Systems;
      3. the use of any training materials we provide.
7. Licences and permissions
   1. Our Products and the Software forming part of them are licensed, not sold. We are providing you only with a licence to use your Licenced Product, as further detailed in the End User Licence. You do not own our Software or documentation or any rights to them except for the rights specifically set out in this Agreement.
   2. In consideration of your payment in full of the Charges, we grant you the applicable licences and permissions set out in the End User Licence. 
   3. ANY BREACH OF YOUR END USER LICENCE BY YOU ENTITLES US TO IMMEDIATELY AND WITHOUT LIABILITY TO YOU:
      1. SUSPEND YOUR USE OF YOUR LICENCED PRODUCT AND OUR IT SYSTEMS;
      2. SUSPEND ALL YOUR END USER LICENCES;
         WE MAY ALSO (ACTING REASONABLY) DEEM SUCH A BREACH TO BE AN IRREPARABLE MATERIAL BREACH OF THIS AGREEMENT.
   4. We may from time to time amend the terms and conditions of the End User Licence. We will give you at least 30 days advance notice of such a change. The amended terms and conditions will apply from the expiry of your current Licence Term.
8. Scheduled and Emergency maintenance
   1. In order to keep our Products or IT Systems operating efficiently, safely or at all, there will be times when we have to suspend the operation of them in order to do scheduled or emergency maintenance on them. 
   2. We shall provide you with reasonable notice of all scheduled maintenance periods for your Licenced Product. Such periods of scheduled maintenance are part of the normal operation of the Products.
   3. We have no liability to you arising from the non-availability of our Products or IT Systems during such periods.
   4. In the event of technical problems arising with our Products or IT Systems, we may need to suspend or withdraw operation of them at short notice (“Emergency Maintenance”). We shall give you as much notice of Emergency Maintenance as we reasonably can under the circumstances. We shall use reasonable efforts to minimise the length of any period of Emergency Maintenance.
9. Updates
   1. As long as you have paid the applicable Licence Charge set out in this Agreement, we shall make available to you any update releases to the Licenced Product that we make generally available to our Customers.
10. Support:
    1. In the event that you are unable to access or use your Licenced Product (“Unavailable” Product), we shall use reasonable efforts to restore that access and use. Where the cause of the Unavailable Product is your:
       1. use of the Licenced Product otherwise than in accordance with the End User Licence or the Intelastel® Software End User Guide; or
       2. unauthorised modification or attempted modification of the Licenced Product
          then we shall have no liability to you arising from the Unavailable Product.In all other cases we shall extend your Licence Term by one day for each Business Day that the Licenced Product remains Unavailable. This Licence extension is our entire liability and your sole remedy for any period of Unavailable Product.
11. Pricing and payment
    1. In consideration of your use of your Licenced Product(s) and our IT Systems for the Licence Term, you shall pay us the Licence Charge as detailed on the Intelastel® Online Platform for each End User Licence.
    2. All quoted prices are exclusive of Value-added Tax which you shall pay in addition at the prevailing rate.
    3. When you purchase the Licenced Product and elect to make payment via our payment portal, we shall take full payment from you of the Licence Charge for the initial Licence Term of 12 months and, after expiry of the initial 12-month Licence Term, monthly thereafter for so long as you wish to use the Licenced Product.
    4. When you purchase the Licenced Product and elect to receive an invoice, the Licence Charge is payable annually in advance and payment falls due and payable upon the Licence Start Date or for a renewal, on the day immediately following the expiry of the previous Licence Term. You shall pay the Charges within thirty (30) calendar days of the due date or in accordance with such other payment terms as are set out in the invoice.
    5. We may from time to time amend the Charges for your Licenced Products. Where we do so, the amended Charges will apply from your next renewal. We will notify you of any increased Charges not less than 30 days prior to the expiry of your current Licence Term.
12. General warranties
    1. You warrant to us that:
       1. you have the right to enter into and perform this Agreement;
       2. that signing and performing this Agreement is not unlawful, and doing so won’t break, or induce someone else to break, any contract.
13. Liability
    1. Nothing in this Agreement limits the liability either party has to the other for:
       1. death or personal injury caused by that party’s negligence;
       2. any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
       3. for fraud or fraudulent misrepresentation;
       4. any other liability which cannot be excluded or limited under any applicable law.
    2. Subject to clause 13.1, in no event shall either party be liable to the other whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses (in each case whether direct or indirect) however arising under this Agreement.
    3. Subject to clauses 13.1 and 13.2, a party’s liability for breach of clauses 14 [confidentiality] and clause 14[data protection] shall be limited to £1m.
    4. Subject to clauses 13.1, 13.2, and 13.3, the total aggregate liability of one party to the other in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total of the Licence Charge paid in respect of the Licensed Product in the twelve (12) months immediately preceding the date on which the claim arose.
14. Confidentiality
    1. Confidential Information may be disclosed by one party to this Agreement (the “disclosing party”) to the other party (the “receiving party”) only as needed for each party to carry out its obligations and exercise its rights under this Agreement.  A party’s Confidential Information does NOT include information that:
       1. is or becomes publicly known other than through any act or omission of the receiving party;
       2. was in the receiving party’s lawful possession before the disclosure by the disclosing party;
       3. is lawfully disclosed to the receiving party by a third party who has the right to disclose it
       4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
       5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
    2. Where the disclosing party’s Confidential Information is disclosed to it, the receiving party shall:
       1. hold that Confidential Information securely and protect it from accidental or deliberate disclosure to third parties using the same amount of care and diligence as it uses with its own confidential information of a similar nature, provided that this is always at least a reasonable standard of care;
       2. use the Confidential Information only where it needs to, in order to perform its obligations or exercise its rights under this Agreement;
    3. A party shall not disclose any Confidential Information it receives to any third party unless required by law or as allowed by the terms of this Agreement.
    4. The receiving party shall not make any more copies of the disclosing party’s Confidential Information than is strictly necessary to perform its obligations and exercise its rights under this Agreement. Each copy of Confidential Information made by the receiving party shall be marked as confidential and/or proprietary information using the same proprietary notices (if any) that appear on the originals.
    5. The provisions of this Agreement, the Licenced Product, the Intelastel® Software End User Guide and the End User Licence are all Confidential Information.
15. Data protection
    1. Where your Licenced Product is being used to store, access, delete, modify or process Personal Data, then:
       1. you agree that as between us, in respect of any Personal Data, we are a Data Processor and you are the Data Controller;
       2. you agree that you require us to process Personal Data in accordance with the Data Processing Annex attached at Annex 1.
    2. You warrant that, in respect of any processing of Personal Data using our Products or IT Systems, you have complied with all applicable obligations under the Data Protection Act 2018 and have obtained all necessary consents from the data subjects to whom that Personal Data relates. You hereby indemnify us against all fines, costs, losses, damages, actions and claims (including fines for regulatory breaches and reasonable professional fees and legal fees on an indemnity basis) arising from a breach of this warranty.
    3. Subject to your compliance with the other provisions of this clause 15.3, we warrant to you that we shall: 
       1. processes any Personal Data only upon, and in accordance with, your documented instructions;
       2. not, unless explicitly directed to do so by you in writing (in event you indemnify us against all fines, costs, losses, damages, actions and claims (including fines for regulatory breaches and reasonable professional fees and legal fees on an indemnity basis arising from such direction) transfer any Personal Data from our IT systems to any location outside of the United Kingdom, unless required to do so by a law to which we are subject, in which event we shall give you (where it is lawful to do so) notice of such an intended transfer;
       3. maintain the confidentiality of the Personal Data on our IT Systems and ensure that persons processing your Personal Data are bound to confidentiality terms in respect of it;
       4. not subcontract the processing of your Personal Data without your prior written consent, except in the case of an emergency affecting our IT Systems where such action is needed to prevent data loss, in which event we shall use reasonable efforts to maintain the security and integrity of your data and notify you as soon as reasonably possible of the actions we have taken and the reasons for them;
       5. promptly notify you in writing if we believe that any processing we are being directed to do may breach relevant law;
       6. keep records for each processing of Personal Data of:
          1. the details of the controller / processor; 
          2. any representatives of each party including their Data Protection Officer (where applicable);
          3. the categories of processing activities performed;
          4. details of any transnational transfer of Personal Data;
          5. a general description of the security measures implemented in respect of the processed data;
          6. details of any data subject request we receive;
       7. use appropriate organisation and technical measures to maintain the confidentiality of any Personal data on our IT Systems, given the scale and type(s) of Personal Data that you wish to store or process, and notify you of any breach without undue delay;
       8. unless otherwise required by applicable law or the lawful direction of a body of the UK Government having the authority to do so, delete or return to you the Personal Data we hold on our IT Systems after the end of the processing.
    4. If we receive a request from a data subject, we shall notify you of the request within one (1) Business Day of receipt and follow your direction on its resolution. We may charge you for our effort in doing so in accordance with our then-current time and materials rates.
    5. Notwithstanding anything else in this Agreement, you shall fully comply with all applicable obligations of the Data Protection Act 2018. Where you fail to do so, or we have reasonable grounds to believe that you have failed to do so, we may suspend your use of your Licenced Product and our Services until you do.
    6. Where the processing of any Personal Data is complete, including where the Licence is expiring or being terminated, and you have failed to give us written instructions on the return of the Personal Data, we shall delete the Personal Data from our IT Systems.
16. Term and termination
    1. Expiry
       1. Unless terminated earlier as set out below, this Agreement shall continue until the expiry of the Licence Term of the last Licenced Product licenced under it.
    2. Termination for cause
       1. In the event that a breach of the terms of the End User Licence by you or an Authorised User results in termination of the End User Licence, this Agreement shall also terminate with immediate effect.
       2. Termination shall not affect any rights of a party accrued prior to termination.
17. Dispute resolution
    1. If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it (the “Dispute“) then the parties shall first try to resolve any dispute by informal negotiation.
    2. If such informal resolution fails, the aggrieved party shall give to the other a formal written notice of the Dispute, giving full details (the “Dispute Notice”), together with relevant supporting documents and evidence.  On service of the Dispute Notice, senior representatives of each party with full power to agree a settlement and bind their respective party, shall attempt in good faith to resolve the Dispute.
    3. If the Dispute is not resolved in accordance with clause 17.2 for any reason within fifteen (15) Business Days of it being referred to them, then:
       1. either party may request by written notice to the other that the Dispute proceed to arbitration, in which event any arbitration shall be heard by the London Court of International Arbitration (“LCIA) by a single arbitrator. The arbitrator’s decision (including any award of costs or damages) shall be binding and final on the parties;
       2. either party may decline to enter arbitration in which even (or if neither party requests arbitration) both parties are free to seek redress in the English courts.
    4. Notwithstanding anything else in this clause 17 or the Agreement, in the event of an actual, probable or threatened breach of clause 15 [data protection] or 14 [confidentiality], it may seek equitable relief (including injunctive relief or specific performance) in any court of competent jurisdiction without the need to show actual damage.
18. Third party rights
    1. Except where explicitly otherwise stated, nothing in this Agreement confers or is intended to confer any rights on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.
19.  Force majeure
    1. Neither party shall have liability to the other under this Agreement, if it is prevented from or delayed in performing its obligations under this Agreement by events beyond its reasonable control and which it could not have avoided by the exercise of reasonable care and diligence; including disputes (not involving the workforce of the party), riot, war, civil commotion, extreme adverse weather, failure of public utilities, fire flood, storm, epidemic or pandemic, or compliance with any law or governmental order, rule, regulation.
20. No agency
    1. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, or make either party the agent of the other party, or authorise either party to make or enter into any commitments for or on behalf of any other party.
    2. You shall not represent yourself as our agent for any purpose, nor pledge our credit or give any condition or warranty or make any promise, offer any assurance or commitment on our behalf or commit us to any contracts, and any such legal instruments entered by you are deemed null and void. 
21. Entire Agreement
    1. In the event of any conflict between the parts of this Agreement, the item appearing first in the following list shall supersede and prevail over items following later in the list, but only to the extent of the conflict:
       1. the End User Licence;
       2. these terms and conditions;
    2. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
22. Notices
    1. Notices given under this Agreement shall be given in writing and delivered:
       1. by hand or by recorded delivery post to the other party at its notified address, which is deemed received upon receipt of a signature;
       2. by email, which is deemed received one Business Day after transmission as long as no error is returned.
    2. This clause 22 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
23. Severability
    1. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable in whole or in part it shall be severed from this agreement, and the parties shall work together diligently and in good faith to agree a replacement a lawful and enforceable equivalent as close as possible to the intent of the original. All other provisions of this Agreement shall remain in full force and effect.
24. No waiver
    1. The failure or delay of either party to enforce any provision of this Agreement shall not be, or be construed to be, a waiver of the party’s right to later enforce that provision. Each party waives any rights to claim affirmation of contract by election as a result of a party’s delay in enforcing any provision of it.
25. Survival
    1. Any provision of this Agreement which is expressly stated to survive termination, and any provision upon which it reasonably depends for its effectiveness, shall survive termination of this Agreement.
       The provisions of clauses 15 [data protection], 14 [confidentiality], 13 [liability], and clause 6.7 of the End User Licence shall survive termination of this Agreement.
26. Governing law
    1. This Agreement and any disputes or claims arising out of or in connection with it, including non-contractual disputes or claims, are governed by, and construed in accordance with, the laws of England.
    2. Except as set out in clause 17 [dispute resolution], the parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement (including non-contractual disputes or claims).

Annex 1 -Data Processing Annex