Terms and Conditions

Overview

This website is operated by Intracore. Throughout the site, the terms “we”, “us” and “our” refer to Intracore. Intracore offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms and Conditions”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms and Conditions apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/or contributors of content.

Please read these Terms and Conditions carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms and Conditions. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms and Conditions are considered an offer, acceptance is expressly limited to these Terms and Conditions.

Any new features or tools which are added to the current site shall also be subject to the Terms and Conditions. You can review the most current version of the Terms and Conditions at any time on this page. We reserve the right to update, change or replace any part of these Terms and Conditions by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

General Conditions

We reserve the right to refuse service to anyone for any reason at any time.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

Services

Intracore shall provide the Services with reasonable care and skill and in accordance with the Project Plan.

Intracore shall use reasonable endeavours to meet any performance dates for the Services specified in the Contract, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services and may not be made of the essence by notice. Any changes or additions to the Services which may be agreed may extend the time required by Intracore to deliver the Services.

Website Development Services and acceptance of site

Where you have contracted Intracore to design or build a website or web application for you, we are neither data controllers nor data processors with respect to the function and data collection that you provide for on your site / application.

In these circumstances the client is acting as a Data Controller and the company hosting the site is acting as a processor and the Controller should seek written assurances from the processor around the measures being taken to secure the data.

Once Intracore has completed the design and development of the Site and any acceptance tests included in the Specification, it shall notify the Client when Live Mode has been achieved. Unless otherwise agreed, Intracore shall not be required to activate the Site on the Client’s chosen domain until payment for all Charges due for performance of the Services has been received by Intracore.

If any failure to pass any agreed acceptance tests results from a defect which is caused by an act or omission of the Client or of one of the Client’s sub-contractors or agents for whom Intracore has no responsibility (Non-Supplier Defect), the Site shall be deemed to have passed the acceptance tests not with standing such Non-Supplier Defect. Intracore shall provide assistance reasonably requested by the Client in remedying any Non-Supplier Defect by supplying additional services or products, but shall have no responsibility for matters arising from the Non-Supplier Defect. The Client shall pay Intracore in full for all such additional services and products at Intracore’s then current fees and prices.

Acceptance of the Site shall be deemed to have taken place upon the occurrence of any of the following events:
(a) the Client uses any part of the Site other than for test purposes; or
(b) the Client unreasonably delays the start of any relevant acceptance tests or any retests for a period of seven working days or longer from the date on which Intracore is ready to commence running such tests or retests.

Software Development Services

Where you have contracted Intracore to consult upon, build, and deploy internal software systems, Intracore is not responsible for the way in which these systems are used and, as Data Controllers it is your responsibility to ensure that your software systems and the organisational policies and procedures are compliant with the General Data Protection Regulation.

Third party products

Where, at the request or with the approval of the Client, any third party products or services are required to be supplied in connection with the Services, such products or services shall, unless otherwise agreed, be supplied in accordance with the relevant third party’s policies and terms, and the Client shall pay the charges specified in the order or agreed by the Client for such products. Intracore shall not be responsible for matters arising from the provision of products or services by third parties requested or approved by the Client.

Where images used on the Site have been purchased by Intracore on behalf of the Client for such purpose, the Client acknowledges and agrees that such images are to be used by the Client only on the Site and the Client shall be responsible for ensuring that there is no unauthorised use, copying, distribution, or adapting of such images. The Client indemnifies and agrees to keep indemnified Intracore against all cost, claims, losses, expenses and damages arising as a result of any breach by the Client of the provisions of this clause.

Domain name

Intracore is not an official domain registrant and does not warrant that any particular domain name specified by the client will be available for use by the client. Intracore could apply for the registration of the domain name on the clients behalf, through a third party provider, and at the Client’s cost subject to availability of the domain name in question at the time of the application and subject to the terms and conditions of the relevant domain name registry.

The Client shall be responsible for ensuring that the registration of any domain name requested by the Client for the Client does not infringe any trade mark, copyright or other right of any person and agrees to indemnify and keep indemnified Intracore in relation to all costs, claims, losses and expenses of Intracore arising in connection with the registration by Intracore of the domain name.

Hosting Services, Training, Maintenance and SEO services

Intracore doesn't provide hosting services. Client is responsible for the hosting of the website. Where you have taken advice from Intracore who have recommended and / or referred you to a hosting provider,  Intracore act as neither processors nor controllers with respect to these data processing systems. The Data Controller should seek written assurances from the processor around the measures being taken to secure the data.

Intracore will provide training services (whether by telephone or by agreement at the Client’s premises) only where expressly agreed by Intracore in writing. Unless otherwise agreed, the training to be provided by Intracore shall relate to how to update or edit content on the Site and shall have a fair useage limit of up to 6 hours training. Training provided by Intracore in excess of the fair use limit may be subject to additional charges.

Unless expressly agreed in these Conditions or otherwise by Intracore in writing, the Charges do not cover any maintenance or support or training for or in respect of the Site. Costs and additional terms for the provision of maintenance and support or training services are available on request.

Additional terms and conditions for the provision by Intracore of SEO Services, marketing retainer services and maintenance services may be included in the Proposal.

Client responsibilities

The Client acknowledges that Intracore’s ability to provide the Services is dependent upon the full and timely co-operation of the Client (which the Client agrees to provide), as well as the accuracy and completeness of any design specifications provided by or on behalf of the Client and any information and data the Client provides to Intracore.

The Client shall provide Intracore with access to, and use of, all information, data and documentation reasonably required by Intracore for the performance by Intracore of its obligations under the Contract.

The Client shall be responsible for the accuracy and completeness of the Materials on the Site in accordance with clause of site content of these conditions, and for all links to other websites from the Site requested by the Client.

The Client shall be responsible for ensuring that all Site content, files, records and data and information are backed up regularly and securely. Intracore will where required provide access to the Site on request for such purpose once the Site is in Live Mode.

If the Client fails:
(a) to provide any instructions or information required by Intracore for the purpose of performing the Services or to respond to requests for the same from Intracore for more than 30 days from the date of request; or
(b) to provide any Materials agreed to be provided by the Client within 8 weeks of the date of the Contract,
Intracore shall be entitled to charge the Client for all of the Charges payable for the Services and to complete the Services, insofar as it is able to do without the instructions or information or Materials, within 12 months of the receipt of the payment for the Charges.

Charges and payment

The client shall pay any deposit specified by Intracore in the Contract. Intracore shall not be required to commence work on the Services until it has received the deposit and shall have no liability for any delay in delivering the Services arising as a result of awaiting payment of the deposit. Save where the Contract otherwise expressly provides or where the Client has the right to terminate the Contract as a result of breach by Intracore, or with the approval of Intracore in its absolute discretion, any deposit paid shall be non-refundable.

Where the Contract allocates up to a set number of hours work to be provided by Intracore in respect of bespoke design services, Intracore shall make any number of revisions to the designs produced as may be required by the Client until the set number of hours has been worked. Where further revisions to the design are required by the Client after the set number of hours has been worked, the additional revisions may be subject to further charges at the applicable Intracore hourly rate for the work in question. Intracore shall notify the Client when the set number of hours has been worked.

Intracore may issue a VAT invoice in respect of the Charges at any stage or interval specified in the Contract or otherwise monthly or on completion of delivery of the Services. The Charges set out in such invoice are due for payment by the Client on the terms set out in the Order or, if not otherwise set out in the Order, within 7 days of the date of the invoice.

Unless otherwise expressly provided, all Charges are exclusive of VAT.

Payments by the Client shall be made full and in cleared funds to a bank account nominated in writing by Intracore or by any other method approved by Intracore. Payments made by credit card are subject to a 2% surcharge. Time for payment shall be of the essence of the Contract.

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

If the Client fails to pay any sum due to Intracore in respect of the Contract, then, without limiting any other remedy of Intracore under these Conditions or the law, Intracore shall be entitled to suspend or cancel performance of any further Services without notice.

Warranties

Each of the parties warrants to the other that it has full power and authority to enter into and perform the Contract.

Intracore shall perform the Services with reasonable care and skill.

Intracore warrants that the Site will perform substantially in accordance with the Site Specification for a period of four months from being made available to the Client. If the Site does not so perform, Intracore shall, for no additional charge, carry out any work necessary in order to ensure that the Site substantially complies with the Site Specification or in its discretion refund the Charges paid for the Services and, in either case, this shall be the Client’s sole remedy in respect of the breach of warranty.

The warranty set out in the previous clause shall not apply to the extent that any failure of the Site to perform substantially in accordance with the Site Specification is caused by any Materials. The warranty set out in the previous clause covers work carried out by and for which Intracore is responsible but does not cover (and Intracore shall not be liable for) and defects arising from:
(a) changes, bugs, configuration issues and/or updates to any services provided by third parties including but not limited to payment gateways, plug-ins and modules;
(b) updated web browser incompatibilities or core system updates;
(c) issues relating to third party hosting systems or DNS errors;
(d) any damage or defects caused by the user of the Site;
(e) any failure, interruption or suspension of the internet or the worldwide web service (other than to the extent arising from the fault of Intracore); or
(f) any other matter outside of the reasonable control of Intracore.

These Conditions set out the full extent of Intracore’s obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into these Conditions are hereby expressly excluded.

Site content

Unless otherwise expressly agreed in the Contract, the Client shall be responsible for providing content for the Site. Intracore shall not be liable for any delay arising in connection with any delay or failure by the Client to provide such content.

Where provided in the Contract, Intracore may update the Site with Materials provided from time to time by the Client. The Client shall ensure that the Materials do not infringe any applicable laws, regulations or third party rights and shall not include content which is: obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights (Inappropriate Content).

Unless otherwise agreed, Intracore shall include only Materials on the Site. The Client acknowledges that Intracore has no control over any content placed on the Site by any visitor and does not purport to monitor the content of the Site. Intracore shall notify the Client promptly if it becomes aware of any allegation that any content on the Site may be Inappropriate Content.

The Client shall indemnify and keep indemnified Intracore against all damages, losses, cost and expenses arising as a result of any action or claim that the Materials constitute Inappropriate Content or infringe the Intellectual Property Rights of any third party.

Intracore may include the statement “Web design by Intracore” or a statement to similar effect in a form to be agreed by the parties acting reasonably on the footer of the website.

Where Intracore agrees to write any content for the Site, any such content will require and be based upon information provided by the Client. Intracore shall endeavour to write the content in the style and tone and of the length agreed with the Client. Any changes or additions to the content written by Intracore may be subject to additional charges.

Data protection

Each party shall comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

Without prejudice to the generality of previous clause of this section of these conditions, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to Intracore for the duration and purposes of the Contract and the Client hereby warrants that any processing by Intracore of Personal Data will not infringe the rights of any person.

The Client does not consent to Intracore appointing any third party processor of Personal Data under the Contract.

The Client shall indemnify and keep indemnified Intracore against all liabilities, damages, losses, costs and expenses suffered and/or incurred by Intracore arising out of or in connection with any breach by the Client of its obligations set out in this clause.

As part of the Services, Intracore may, at its discretion, provide guidance to the Client on what processes the Client may need to implement as a Data Controller in order to ensure compliance with GDPR. The Client hereby acknowledges that such guidance is Intracore’s interpretation and understanding of the GDPR only and the Client should not rely on, and shall have no remedies in respect of any reliance on, any guidance given by Intracore.

Term and Termination

Subject to payment of all Charges due and in respect of work or Services provided or costs reasonably incurred by Intracore up to the effective time of termination, the Client may in the case of any Contract which is a retainer terminate the Contract on not less than 30 days’ notice. Other than as provided in clause of charges and payment section of these Conditions, on termination of the Contract by the Client no deposit paid by the Client in respect of the Services shall be refundable and Intracore shall not be required to perform any further Services. Intracore may in the case of a Contract which is a retainer terminate the Contract on giving not less than 30 days’ notice to the Client, where, following the effective date of termination, Intracore shall not be required to perform any further Services.

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 fails to pay any amount due under these Conditions on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any term of these Conditions which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(d) the other party commences negotiations with all or any class of any of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party;
(f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
(g) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(h) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
(i) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 2(c) to clause 2(h) (inclusive); or
(k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

On termination of the Contract by Intracore all licences granted by Intracore under these Conditions shall terminate immediately.

On expiry or termination of the Contract otherwise than on termination by Intracore,  Intracore shall promptly return all Materials to the Client, and subject to the payment of Intracore’s Charges and expenses reasonably incurred and to be incurred shall provide to the Client an electronic copy of the Site (including all content on the Site).

On expiry or termination of the Contract, all provisions of these Conditions shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.

Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

Change control

Any request to change or extend the scope of the Services or to provide any additional services shall require the consent in writing of Intracore not to be unreasonably with held provided that the Client agrees to pay any reasonable increases in Charges notified by Intracore arising in connection with the requested change.

Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contact if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 3 months, the party not affected may terminate the Contract by giving 30 days’ written notice to the affected party.

Confidentiality

Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.

Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.

The obligations set out in this clause shall not apply to Confidential Information which the receiving party can demonstrate:
(a) is or has become publicly known other than through breach of this clause or
(b) was in possession of the receiving party prior to disclosure by the other party; or
(c) was received by the receiving party from an independent third party who has full right of disclosure; or
(d) was required to be disclosed by a governmental authority, stock exchange or regulatory body, provided that the party subject to such requirement to disclose gives the other party prompt written notice of the requirement.

The obligations of confidentiality in this clause shall not be affected by the expiry or termination of the Contract and shall remain in force for the duration of the Contract and for two years following termination of the Contract.

Assignment

Neither party may assign or transfer any of its rights or obligations under the Contract without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

Entire agreement

The Contract including these Conditions 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.

Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

Third party rights

No one other than a party to the Contact, their successors and permitted assignees, shall have any right to enforce any of its terms.

Variation

No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Waiver

No failure or delay by a party to exercise any right or remedy provided under the Contract 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.

Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

Governing law

The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of United Kingdom.

Changes to Terms and Conditions

You can review the most current version of the Terms and Conditions at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms and Conditions by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms and Conditions constitutes acceptance of those changes.

Contact information

Questions about the Terms and Conditions should be sent to us at info@intracore.net

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