Terms Of Service

1. Purpose

These Terms of Service (“TOS”) are a contract between you, or the entity on whose behalf you are executing this agreement (“you” or “your”), and iActions Ltd (“iActions”, “we”, “us”, or “our”). By corresponding with us, browsing our web properties, or using our Services, you agree to abide by these TOS, our Server Maintenance Policy and our Privacy Policy which are expressly integrated into the TOS by this reference (together, the “Policies”). These TOS may be modified from time-to-time and, by continuing to use our Services, you agree to be bound by the modifications. The most recent version of these TOS can always be found at https://intelligentactions.co.uk/Terms-of-Service

2. Customers

While we provide you with business workflow software, we only have control of the products and services we provide directly, and are not liable for your actions, the actions of third-party service providers, or the actions of individuals who use your products and services (“End Users”).

3. Services

iActions provides Training, Consultancy and Workflow Automation services to its Customers which are collectively referred to in these TOS as the “Services”.  Regardless of whether you pay for a Service or it is provided as part of a package or for free, any Service you request or allow to be provided by iActions is included as part of the “Services” we refer to in these TOS.    Services may also be provided by third parties and their terms of service or use that may contain additional or different terms will also apply to your use of their services.  We may change the specifications or details of the Services at any time but we have no obligation to change the Services.  Additionally, the third parties we contract with to provide Services may change their offering between the time of purchase and the date the Services are delivered.  We will use commercially reasonable efforts to inform you of changes to the Services.

4 Support

Support Generally – Support we offer is included as a Service. We do not charge for responding to contact forms or phone calls.  Requests to change an implemented workflow may require Consultancy, which is a chargeable service at the then applicable rate.

Contact Forms – This is our primary support system. Contact forms can be opened by following the link on each task console page.

Phone - In the unlikely event that you experience a service interruption, we ask that you immediately call our support team and report the issue. Our support staff will work with you to resolve the issue. We understand that your time is valuable, and we do our best to avoid any live troubleshooting of issues. Our staff will gather as much detail from you during your call and open a ticket on your behalf. We would be more than happy to call you back if you provide a call back number or we will attempt to use the phone number associated with your account if no call back number is provided.  

Support Hours – Support is available Monday to Friday 9am to 6pm UK time

 

5. Enrollment; Account Information

  1. Enrollment.  You warrant that before you use any of the Services or sign up for an account that you are at least 18 years of age and have the authority to bind yourself or the entity you represent to these TOS.  You may be subject to a credit check and screening for potential fraud and accurate information must be supplied for purposes of this screening. 
  2. Account Information.  You are required to provide us with accurate information when setting up your account.  You must also keep this information, including your email address, up to date during the course of our relationship. On occasion, we may need to communicate with you by email about the Services. We have no responsibility, or liability, for interruptions in the Services, or damages of any sort, based on email communications that are misdirected or blocked by a third-party application as a result of your failure to maintain updated account and contact information or for circumstances beyond our control.
  3. Account Security
    1. You are responsible for all actions that are performed with, by, or under your account credentials whether done by you or by others. All account access, password, and other security measures are your responsibility. IActions is not liable for any damages, direct or indirect, that result from unauthorized account access or use. 
    2. You will be responsible for all authorized actions taken by our support personnel using your login. 
    3. You agree to give iActions permission to access your accounts for the purpose of troubleshooting technical issues with the account or server and to confirm compliance with all of our policies.  We also conduct automated scans of data for security purposes and reserve the right to change permissions, modify files or quarantine files that are deemed to be malicious in nature.

6. Terms of Agreement; Billing and Payment

  1. Term.  We are not bound to perform Services until we receive payment from you (the “Effective Date”).  We will begin delivery of the Services on the Effective Date and continue until the date set out on the first invoice (“Initial Term”). If the invoice describing the Services does not contain an Initial Term, the Initial Term shall be one month.
  2. AUTOMATIC RENEWAL. The Initial Term will AUTOMATICALLY RENEW for successive periods of equal duration (each a “Renewal Term”).  If you wish to discontinue the Services, you need to notify us before automatic renewal for a Renewal Term. You can notify us by:
    1. Contacting us at least fifteen (15) days before the beginning of a Renewal Term by sending an email to billing(at)iaction.co.uk  (replace “(at)” with “@”).
    2. Contacting us at least fifteen (15) days before the beginning of a Renewal Term by using the contact form on the task console belonging to the workflow process owner.
  1. Termination. Regardless of the method of termination by you, valid proof of account ownership and authorization to cancel are required to terminate an account.
    1. Termination for Convenience.
      1. Either party may terminate the Services for convenience upon fifteen (15) days prior by providing written notice to the other.   If you terminate for convenience, you will be responsible for all charges for the duration of the then active Initial or Renewal Term. 
      2. Before cancelling, please contact us and request an escalation of your issue if your cancellation is due to unsatisfactory services or an unsatisfactory answer to a previous issue. If your agreement with us is for a set term, please contact us prior to canceling to determine what your charges will be in connection with the termination.
    2. iActions Termination.  We reserve the right to immediately suspend or cancel the Services without notice: (a) for a violation of these TOS (b) for your failure to pay any amounts due, (c) to prevent a service interruption by an Internet Service Provider or other network services provider, or (d) to protect the integrity of iActions network or the security of the Services. You are not entitled to notice or protest should we exercise these rights. Upon termination, your account will be closed, data deleted, and all fees and charges due and payable must be paid to us. Once your account is closed, we have no responsibility to: (a) forward email, or other communications or (b) maintain any data backup that predates the termination date. If allowed, you are encouraged to keep the Service active during a transition period should you seek to forward your email or other communications.  If we suspend or terminate your use of our Services because you have violated these TOS, including any of our Policies, we will not provide you with a credit.
    3. For Breach.  You may terminate the Services upon the occurrence of a material breach by iActions, which has not been cured within ten (10) days of our receipt of written notice of the breach.  Notice of a material breach must contain sufficient detail for us to identify the breach and attempt to take corrective action. 
  2. Post Termination Access.  If we are able to provide data from backup in an account that has been terminated, you will be subject to a one-time charge of one hundred pounds (£100) or more to cover the cost of the access.  All data in accounts that are not renewed or are terminated will be removed from our servers and will likely be irretrievably lost. Any domain registration packages associated with these accounts will also be canceled.

7. Use of Services.

Your use of the Services is governed by these TOS, including our Policies. iActions provides no guarantee that the Services will be uninterrupted, or continuous, or that you will be able to access iActions network at a particular time, or that any data transmitted by iActions is accurate, error free, virus free, secure, or inoffensive.

8 Use of Software.

iActions may make certain software available to you from the Site. If you download software from the Site, the software, including all files and images contained in or generated by the software, and accompanying data (collectively, “Software”) are deemed to be licensed to you by iActions, for your internal corporate use only. iActions does not transfer either the title or the intellectual property rights to the Software, and iActions retains full and complete title to the Software as well as all intellectual property rights therein. You may not sell, redistribute, or reproduce the Software, nor may you decompile, reverse-engineer, disassemble, or otherwise convert the Software to a human-perceivable form. All trademarks and logos are owned by iActions or its licensors and you may not copy or use them in any manner.

9. User Data

We will maintain the data that you transmit to the Site relating to your use of the Site. Although we perform regular backups of data, you are solely responsible for all the data you transmit. You agree that iActions shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from such loss or corruption of such data.

10. Access.

You will not have physical access to any of the servers on which your data is stored.  These servers will often be shared with third parties.  Use by any third party may affect your use and administration of the server. You shall not take any actions to limit the use of or alter the server or Service functionality or the functionality of any related equipment.

11. Testimonials

You may provide us with a written or verbal endorsement of our Services in connection with your use of the Services (“Endorsement”). The Endorsement will be the actual first-hand account of your experience using our Services and we may, at our discretion, use the Endorsement to promote our Services in-person, in print, online, and all other media. We may also edit the Endorsement for brevity or other reasons, so long as it is consistent with your original Endorsement. In connection with our use of your Endorsement, you hereby agree that we may use your first name, last initial, home state, voice or likeness, and/or contact information in connection with its publication of the Endorsement. If, at any time, you want us to stop using your Endorsement, please contact us using the Contact form that can be opened by following the link on each task console page or on our website..

12. Licenses; Intellectual Property; Data Ownership

  1. Services performed or provided by iActions are not a “work made for hire” and we hereby grant you a license to use the Services and technology under the terms of these TOS.  The license is non-exclusive, non-transferable, non-sublicensable worldwide, and royalty free and terminates when you or iActions terminates the Services.
  2. All right, title and interest in iActions technology shall remain with iActions, or iActions licensors. You are not permitted to circumvent any devices designed to protect iActions, or its licensors’, ownership interests in the technology provided to you. In addition, you may not reverse engineer this technology.
  3. We use all information we gather as specified under the terms of our Privacy Policy.  You hereby grant iActions, and any third parties used by iActions to provide the Services, a non-exclusive, non-transferable, worldwide, royalty free license to use, disseminate, transmit and cache content, technology and information provided by you and, if applicable, End Users, in conjunction with the Services.
  4. For information on how we share data and other confidential information, please see our Privacy Policy, located at https://intelligentactions.co.uk/privacy

13 iActions Warranty

  1. iActions warrants that it will perform the Services in accordance with prevailing industry standards. To make a warranty claim, you must notify iActions in writing, specifying the breach in reasonable detail, within thirty (30) days of the alleged breach. Your sole and exclusive remedy, and iActions’s sole and exclusive obligation, in the case of a breach of warranty is, at iActions’s option, to (i) reperform the Services, or (ii) issue you a credit based on the amount of time the Services were not in conformity with this warranty, subtracted (“pro-rated”) by the amount of time they were in conformance.  SERVICES PROVIDED BY THIRD PARTIES ARE EXPRESSLY EXCLUDED FROM THIS WARRANTY.

14 Your Representations and Warranties

  1. You agree to reasonably cooperate with us to facilitate your use of the Services. This cooperation includes, but is not limited to, providing us with correct contact and billing information and ensuring that you, your employees, and/or agents have sufficient technical expertise to understand how to implement the Services.
  2. It is your responsibility to ensure that you can connect with us to use the Services.  You represent and warrant that you, or the entity you represent, have the sophistication and technical skill to utilize the Services.
  3. You have read and agree to the terms outlined in the iActions Server Maintenance Policy, located at https://intelligentactions.co.uk/Server-Maintenance-Policy
  4. You warrant and represent that you have full authority and power to agree to the terms of these Policies on behalf of the company you represent, if any.
  5. You warrant and represent that you and/or your company have not been identified or listed as Specially Designated National or Blocked Person by the U.S. Department of Treasury, Office of Foreign Assets Control.

15 Disclaimers.

  1. EXCEPT FOR THE WARRANTY IN SECTION 13 THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE (EVEN IF THAT PURPOSE IS KNOWN TO iActions), OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. No oral or written information or advice given by iActions, its employees, agents, owners, directors, officers, or affiliates pursuant to these TOS, or otherwise, shall create a representation or warranty or in any way increase the scope of any representations and warranties set forth in these TOS.  iActions does not represent or warrant that the Services are complete or free from defects or errors.
  2. iActions is not liable, and expressly disclaims any liability, for the content of any data transferred either to, or from, you or stored by you or any of your customers via the Services provided by us.  iActions is not responsible for any loss of data, for any reason. iActions is not liable for unauthorized access to, or any corruption, erasure, theft, destruction, alteration or inadvertent disclosure of, data, information or content, transmitted, received, or stored on its network.
  3. iActions is not liable, and expressly disclaims any liability, for data breaches or data compromise caused by your failure to keep web applications including plugins up to date.
  4. iActions SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING SERVICES PROVIDED BY THIRD PARTIES, REGARDLESS OF WHETHER THOSE SERVICES APPEAR TO BE PROVIDED BY US. No warranties, either express or implied, made by these third-party entities to iActions shall be passed through to you, nor shall you claim to be a third-party beneficiary of those warranties.
  5. SOME STATES DO NOT ALLOW IACTIONS TO EXCLUDE CERTAIN WARRANTIES. IF THIS APPLIES TO YOU, YOUR WARRANTY IS LIMITED TO 90 DAYS FROM THE EFFECTIVE DATE.

16 Limitations of Liability

  1. It is your obligation to ensure the accuracy, integrity, title or ownership, and security of anything you receive from the Internet. You agree that IAction shas no liability, of any sort, for content you or your customers access from the Internet.
  2. In no event shall IActions be liable to you in connection with these TOS or the Services, regardless of the form of action or theory of recovery, for any: (a) data loss, (b) direct, indirect, special, exemplary, consequential, incidental, or punitive damages, even if that party has been advised of the possibility of such damages; or (c) lost profits, lost revenues, lost business expectancy, business interruption losses, or benefit of the bargain damages. For the purposes of this paragraph only, the term “IAction” shall be interpreted to include IAction’s employees, agents, owners, directors, officers, and affiliates.
  3. Notwithstanding anything to the contrary contained in this policy, IActions shall not be liable for any indirect or consequential damages, including damages for lost profits, loss of opportunity, loss of sales, or loss of search engine rank, suffered by you, your users, your clients, and your visitors, during periods of scheduled maintenance, service suspensions, and violation of these Policies.
  4. IN NO EVENT WILL IACTION’S LIABILITY HEREUNDER EXCEED THE AGGREGATE FEES ACTUALLY RECEIVED BY IACTIONS FROM YOU FOR THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
  5. iActions will not be held responsible for any: (i) force majeure events described in Section 19(b), below, (ii) problems or service outages caused due to reboots during standard maintenance periods, or (iii) Scheduled Downtime, as further defined in our Server Maintenance Policy.  Our uptime commitment described in the Server Maintenance Policy, located at https://intelligentactions.co.uk/Server-Maintenance-Policy, does not apply to disruptions to your use of the network because of a violation of these TOS, including our Policies.

17 Indemnification

  1. You agree to indemnify, defend, and hold harmless IActions and its personnel, parent, subsidiaries and affiliated companies, third party service providers, and each of their respective officers, directors, employees, shareholders, and agents (each an “indemnified party” and, collectively, “indemnified parties”) from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, reasonable attorney’s fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of or relating to (i) your use of the Services, including any data migration-related efforts you request from IActions personnel or authorize IActions personnel to conduct; (ii) any violation by you of these TOS or any of IAction’s Policies, including those violations that result in a disruption of the network; (iii) any breach of any of your representations, warranties, or covenants contained in these TOS, including the Policies; or (iv) any acts or omissions by you. The terms of this section shall survive any termination of these TOS or the Services. For the purpose of this paragraph only, the terms used to designate “you” include you, your customers, visitors to your website, and users of your products or services, the use of which is facilitated by us.
  2. iActions shall indemnify and hold you harmless from, and at its own expense agrees to defend, or at its option to settle, any claim, suit, or proceeding brought or threatened against you so far as it is based on a claim that Services provided by iActions hereunder infringes any U.S. patent, copyright, or trademark. This indemnification provision is expressly limited to Services that are fully owned by IAction. It does not extend to products or services provided by third parties. If contained and permitted in its agreements with third-party suppliers, iActions shall flow down applicable intellectual property indemnification provisions to you. This paragraph will be conditioned on your notifying iActions promptly in writing of the claim and giving iActions full authority, information, and assistance for the defense and settlement thereof. If an infringement claim has occurred, or in iAction’s opinion is likely to occur, iActions shall have the right, at its option and expense, either to: (i) procure for you the right to continue using the Service(s); (ii) replace with the Service(s), regardless of manufacturer, performing the same or similar function as the infringing Service(s), or modify the same so that it becomes non-infringing; or (iii) if neither of the foregoing alternatives is reasonably available, immediately terminate the infringing or affected Services and refund the Fees charged by us for the period in which the Services were unavailable.

18 Notices

  1. Notices will be sent to you at the email address in your account. It is your obligation to ensure that we have the most current email address for you by keeping your account information up to date.
  2. Please refer to our website, https://intelligentactions.co.uk/contact for contact information for most issues, including technical support and billing. Notices regarding this TOS and other iActions Policies should be directed to:

iActions Ltd

Auckland Lodge

PO5 2HB

United Kingdom

19 Legal

  1. Compliance with Law. We may disclose information, including information that you may consider confidential, in order to comply with a court order, subpoena, summons, discovery request, warrant, regulation, or governmental request or to protect our business, or others, from harm. We assume no obligation to inform you that we have provided this type of information unless we have affirmatively agreed to do so. In some cases we may be prohibited by law from giving such notice. Cooperation with civil litigants is at our discretion. Responding to requests for production of documents, and other matters requiring more than mere ministerial activities on our part, will incur a fee of two hundred pounds (£200) per hour. We do not honor requests from civil litigants that expenses be pre-approved, and we may require a deposit to secure payment.
  2. Force Majeure. Except for the obligation to pay monies due and owing, neither party shall be liable for any delay or failure in performance due to events outside the party’s reasonable control, including third party service failures, software failures, hardware failures, distributed denial of service (DDoS) attacks, acts of God, bandwidth interruptions, general network outages, earthquake, labor disputes, shortages of supplies, riots, war, fire, epidemics, or delays of common carriers. The obligations and rights of the excused party shall be extended on a day to day basis for the time period equal to the period of the excusable delay. The party affected by an excusable delay shall notify the other party as soon as possible, but in no event less than ten (10) days from the beginning of the event.
  3. This Agreement is to be governed by and construed in accordance with the Laws of England and Wales and the Parties hereto submit to the exclusive jurisdiction of the English and Welsh Courts in respect of any dispute and/or legal proceedings in respect of this Agreement and any matter arising hereunder.
  4. All Claims. All claims you bring against us must be resolved in accordance with our Policies. Without limiting the previous sentence, this includes claims based on Service outages that are expressly covered by our Policies. All claims filed or brought contrary to our Policies will be considered to be improperly filed and a breach of our Policies. If you file a claim contrary to our Policies, we may recover attorney’s fees and costs. Attorney’s fees include any fees charged by our attorneys.
  5. No Waiver.  No waiver of a right under these TOS, including our Policies, shall constitute a subsequent waiver of such right under these TOS or any of our Policies.
  6. Assignment. These TOS may be assigned by iActions. It may not be assigned by you. These TOS shall bind and inure to the benefit of the corporate successors and permitted assigns of the parties.
  7. Severability. In the event that any of the terms of these TOS, including any of the Policies become or are declared to be illegal or otherwise unenforceable by any court of competent jurisdiction, such term(s) shall be revised to reflect iActions’s intent, as permitted by applicable law. All remaining terms of these TOS shall remain in full force and effect.
  8. Survival. Sections 11 through 17 shall survive the termination of these TOS.
  9. Non-Solicitation. During the period commencing on the Effective Date and ending one year following the Termination of Services, you shall not, without the iActions’s prior written consent, directly or indirectly; (i) solicit or encourage any person to leave the employment or other service of iActions; or (ii) hire any other person or entity, any person who has left the employment within the one-year period following the termination of that person’s employment with iActions. During the period commencing on the date hereof through and ending one year following the Termination of Services, you will not, whether for your own account or for the account of any other Person, intentionally interfere with the relationship of iActions or its Affiliates with, or endeavor to entice away from iActions, any person who during the term of the Agreement is, or during the preceding one-year period, was a tenant, co-investor, co-developer, joint venturer or other customer of iActions or its Affiliates.
  10. Construction.  The terms “including”, “includes”, and “include” shall be deemed to be followed by the words “without limitation” and the illustrative items introduced thereby shall not limit the scope of the otherwise general term but shall be by way of example only.
  11. Claims Period.  No action or proceeding against us may be commenced by you more than one (1) year after the Service which is the basis for the action is rendered.  You fully acknowledge that this limitation constitutes an express waiver of any rights under any applicable statute of limitations which would otherwise afford additional time for such a claim.
  12. Corrections. There may be information on this Site that contains typographical errors, inaccuracies or omissions, including descriptions, pricing, availability and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
  13. Copyright. All contents of Site or Services are: Copyright © 2020 iActions Ltd.

20 Date of Policy

These TOS last updated November 16, 2020.