Terms of membership

1. About us.

1.1 Company Details. InteliCred Ltd ( also “we” or “us”) is a company registered in England and Wales under company registration number 12464467, with registered office address at 78 York Street, London W1H 1DP. We operate and manage the following website: https://intelicred.co.uk (“Site”).

 

1.2 Contacting Us. To contact us, telephone our customer service team at 020 7692 1900 or email us at info@intelicred.co.uk. How to give us formal notice of any matter under the Contract is set out in clause 13 below.

 

2 Our Contract with you

2.1 Terms. These Terms and Conditions (Terms) apply to the application by you to become a member of InteliCred Ltd and supply of membership services by us. They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. These Terms supplement the Terms and Conditions of Use of the Site. In case of a conflict between the two, these Terms shall prevail.

2.2 Your membership application. Your application to become a member of InteliCred Ltd (Application), whether submitted through our Site or otherwise, constitutes an offer to purchase services specified in the Application (Services) on these Terms.

2.3 Acceptance of Offer and Contract. Our acceptance of your Application will take place when we email you to accept it, at which point (Commencement Date) a contract will come into existence between you and us (Contract). If we are unable to accept your application, we will inform you of this and will not charge you for the Services. If you have already paid for the Services, we will refund you the full amount. You are responsible for any banking charges or surcharges associated with such refund, which might be automatically deducted from the funds refunded by us.

2.4 Your membership. We will assign a membership number that will be personal to you and tell you what it is when we accept your order. Your membership is non-transferrable to any other party.

2.5 Entire Agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

2.6 Cancellation. You may cancel the Contract within 14 days of the Commencement Date. However, you cannot cancel the Contract once we have initiated the Services, even if the 14-day period is still running.

3 Duration of Contract
3.1 The Contract shall last for the duration of 12 months from the Commencement Date (Term), and continue to renew automatically for the duration equal to the initial Term on each anniversary of the Commencement Date unless terminated in accordance with clause 8.1 below.

 

4 Supply of Services.

4.1 Descriptions and illustrations. Any descriptions or illustrations on the Site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.

4.2 Compliance with specification. Subject to our right to amend the specification in accordance with clause 4.3, we will supply the Services to you in accordance with the specification for the Services appearing on our Site at the date of your Application in all material respects.

4.3 Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and we will notify you in advance of any such amendment.

4.4 Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.

4.5 Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Application or our Site at the time of receipt of the Application, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.

4.6 Services by other companies. Where we introduce or promote services of another company, we will not be held responsible for any services supplied or changed for by third parties.

4.7 Additional services. Any Services requested by you which are not explicitly mentioned in this Contract or included in your Application, shall be charged separately.

 

5 Your Obligations.

5.1 It is your responsibility to ensure that:
(a) The terms of your Application are complete and accurate;
(b) All information supplied at the time of submitting your Application is correct;
(c) Any changes to your personal information are communicated to us within 30 days from the date of such changes taking place;
(d) You co-operate with us in all matters relating to the Services;
(e) You provide us with such information and material as we may reasonably require in order to supply the Services, and ensure that information is complete and accurate in all material aspects, free from encumbrances and does not infringe any 3rd party rights or applicable laws;
(f) You obtain and maintain all necessary licences, permissions and consents that may be required for the Services before the date on which the Services are to start;
(g) You take full responsibility for any information and material supplied to us and indemnify us for any claims, costs, expenses related to or connected with the materials and information supplied by you.

5.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 5.1 (Your Default):
(a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 8.3 below;
(b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
(c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

 

6 Charges.
6.1 In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 6.

6.2 The Charges are the prices quoted on the Site at the time you submit your Application.

6.3 If you wish to change the scope of the Services after we accept your Application, and we agree to such change, we will modify the Charges accordingly.

6.4 We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see clause 6.7 for what happens if we discover an error in the price of the Services you purchased.

6.5 We reserve the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices.

6.6 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.

6.7 It is always possible that, despite our reasonable efforts, some of the Services on the Site may be incorrectly priced. If the correct price for the Services is higher than the price stated on the Site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided with your Application, we will treat the Application as cancelled and notify you in writing.

6.8 All charges and fees due under the Contract shall be paid in full without set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6.9 Any fees and charges of 3rd parties for services by parties other than InteliCred Ltd shall be charged and paid separately directly to the third parties in question.
If you fail to pay the Charges due to us under the Contract by due date, then, without prejudice to any other right, we will be entitled to charge interest on the overdue sum from the due date until payment, whether before or after judgment at the rate of 4% APR above the Bank of England’s bare rate from time to time, but at 4% a year for any period when that base rate is below 0%. Interest under this clause shall accrue daily.

 

7 Limitation of Liability: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

7.1 We shall not be responsible for the delays in supply of Services in circumstances where such delay occurs as a result of matters outside of our reasonable control. Where we are unable to provide the Services whether partially or fully for reasons outside of our control, we shall refund you for any Services paid for but not received from the date of communication of the impossibility of performance.

7.2 References to liability in this clause 7 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

7.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) Death or personal injury caused by negligence;
(b) Fraud or fraudulent misrepresentation; and
(c) Breach of terms implied by s2 of the Supply of Good and Services Act 1982 (title and quiet possession).

7.4 Subject to clause 7.4 above, the following types of loss are wholly excluded:
(a) Loss of profits;
(b) Loss of sales and business;
(c) Loss or agreements or contracts;
(d) Loss of anticipated savings;
(e) Loss of use or corruption of software, data or information;
(f) Loss or damage to goodwill; and
(g) Indirect or consequential loss.

7.5 Subject to clause 7.4, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited 75% of the total Charges paid under the Contract.

7.6 The terms implied by sections 3, 4, 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

7.7 In respect of third-party service providers, we will at all times act as agent only on your behalf and will not be or be deemed to be a party to any arrangement, agreement or understanding between you and any other party for any purpose; no communication by us to any third party shall be used for any such purpose.

7.8 This clause 7 shall survive termination of the Contract.

 

8 Termination

8.1 To terminate the automatic renewal upon completion of the Term or any subsequent renewal, you are required to send us a written notice of intention to terminate the Contract one month prior to the automatic renewal taking effect.

8.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntary or by order of the court, unless for the purposes of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
(b) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or substantial part of its business; or
(c) the other party’s financial position deteriorates to such extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

8.3 Without affecting any other right or remedy available to us, we may terminate the Contract with immediate effect by giving written notice to you if:

(a) You fail to pay any amount due under the Contract on the due date for payment;
(b) You are in breach of your obligations under clause 5 or 6, and fail to remedy such breach within 30 days from receipt of notification from us.

8.4 On termination or expiry of the Contract:

(a) You shall immediately pay to us all of our outstanding invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice which shall be payable immediately upon receipt.
(b) You shall return all material belonging to us and any data held electronically shall be safely erased.

8.5 Termination or expiry shall not affect 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 Contract which existed at or before the date of termination.

8.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

 

9 How we may use your personal information.

9.1 We will use any personal information you provide to us to:

(a) provide the Services;
(b) process your payment for the Services; and
(c) inform you about similar products or services that we and our connected companies provide, but you may stop receiving these at any time by contacting us.

9.2 We will process your personal information in accordance with our Privacy Policy, the terms of which are incorporated into this Contract.

 

10 Confidentiality and Data Protection. Each party warrants that it shall use any sensitive information relating to the other party or its clients, partners or business, only for the purposes of complying with its obligations under this Contract, unless required otherwise by law, a court of competent jurisdiction or any government or regulatory authority. Each party warrant to use the data received for the purposes of or in connection with this Contract strictly in accordance with the relevant UK and EU data protections legislation and regulations.

 

11 Intellectual Property Rights (IPRs). All IPRs in or arising out of in connections with the Services shall be owned by InteliCred Ltd. You grant to us a fully paid-up, non-exclusive, royalty-free licence to copy and modify any material provided by you for the purposes of providing the Services.

 

12 Notices.

12.1 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first-class post or other next working day delivery service, or email.

12.2 A notice or other communication is deemed to have been received:

(a) if delivered personally, on signature of a delivery receipt;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.

12.3 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

 

13 Dispute Resolution. If any dispute arises in connection with these Terms, both parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties within 14 working days of notice of the dispute, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing (ADR notice) to the other party to the dispute, referring the dispute to mediation. The commencement of a mediation will not prevent the parties commencing or continuing court proceedings.

 

14 Severability. If any provision of this Agreement shall be found by any administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions in this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute any invalid or unenforceable provision for a valid or enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.

 

15 Third Party Rights. The Parties hereto agree and confirm that (including for the purposes of the Contracts (Rights of Third Parties) Act 1999) this Agreement and its provisions and terms are not intended to confer and shall not confer any benefit on any third party and that nothing in this Agreement provides expressly or is intended to provide that this Agreement shall be enforceable by any third party.

 

16 Governing law. This Agreement shall be governed by and construed in all respects in accordance with the laws of England.