Terms and Conditions

1. Definitions

In this Order the following terms have the following meanings:

Account means an Embedded Intelligence account through which a single employee at your Organisation may access Embedded Intelligence;

Additional Features means any features that are made available to you via Embedded Intelligence, at your request, as part of your Subscription;

Embedded means Embedded IT Limited, trading as Embedded;

Embedded Data means any information acquired through use of Embedded Intelligence, including, but not limited to, data which is exported, downloaded, read, or screenshotted;

Embedded Intelligence means the paid web-based platform constructed, managed and maintained by Embedded;

Business Day means any day which is not a Saturday or Sunday, Christmas Day, Good Friday or a bank holiday in any part of the United Kingdom;

Claim has the meaning given such term in paragraph 14.4;

Confidential Information means this Order (except for its existence), details of all Orders and all information which is identified at the time of disclosure by the disclosing party as being confidential information, or which may be reasonably regarded as the confidential information of the disclosing party, including information relating to the business, finances, affairs, products, developments, trade secrets, campaign plans, launch dates, know-how, personnel, customers and suppliers of each party;

Data Policy means the data policy, set out at Schedule 1, which explains your right to use Embedded Data, which with these Terms, forms part of your Order;

Data Usage Tier means the level of data usage rights that to which we grant you access as part of your Subscription, as detailed in the Data Policy;

Data User means a User or any employee of your Organisation with whom a User shares Embedded Data;

Exceptional Event has the meaning given such term in paragraph 17.2;

Expiry Date has the meaning given such term in paragraph 8.2;

Fee(s) means our total charges for your Subscription during each Period, pursuant to your Service Summary;

Fixed Term Subscription has the meaning given such term in paragraph 8.1;

Order means the Service Summary, these Terms, and the Data Policy, together with any other documents referred to in any of them under which you are granted a Subscription;

Payment Method means the way that you will pay your Fees and is outlined in the Service Summary. Terms pertaining to the Payment Method can be found in paragraphs 7.4, 7.5, and 8.3;

Period has the meaning given such term in: (i) paragraph 7.1 if you have a Recurring Subscription, or (ii) paragraph 8.1 if you have a Fixed Term Subscription;

Publish means to publish, share or otherwise make Embedded Data available to any persons other than Data Users or Clients to whom you are permitted to make Embedded Data available under your applicable Data Usage Tier. For the sake of clarity, this can be in the form of, but is not limited to making Embedded Data available in an email, a presentation, a printed or electronic document, or an internet message including but not limited to posting on a blog, social media platform or similar;

Renewal Date has the meaning given such term in paragraph 7.2;

Recurring Subscription has the meaning given such term in paragraph 7.1;

Start Date means the date that your Subscription commences, as outlined on your Service Summary. This is when you are granted access to Embedded Intelligence;

Organisation means you, the business entering into this Order, as detailed in the Service Summary;

Service Summary is part of the Order and comprises the name of the Organisation, the Subscription Type, the Fee, the Payment Method, the Payment Frequency, the Period, the number of Accounts, and any other conditions upon which we grant a Subscription to you;

Subscribed Team(s) or Team(s) means any and all team(s) within your organisation that are identified in the Service Summary;

Subscription means your subscription to use Embedded Intelligence, as dictated by the conditions in your Order;

Subscription Type means the kind of Subscription that you are signing up to – either Recurring Subscription or Fixed Term Subscription – and is detailed in the Service Summary;

Special Conditions mean any additional conditions included in the Service Summary;

Terms means these terms and conditions;

User means any individual employee of your Organisation who holds an Account;

we, us, our means or refers to Embedded;

Website means www.embedded-intelligence.com;

you or your refers tothe Organisation.

2. Who we are

2.1 We are Embedded IT Limited, a company registered in England and Wales under company number 09054394 and with our registered office at 4500 Parkway, Solent Business Park, Whiteley, Fareham, PO15 7AZ. We operate the websites www.embedded-it.co.uk, www.embedded-intelligence.com and associated domains.

3. This Agreement

3.1 The Order, of which these Terms form part, constitutes the entire agreement between you and us in relation to your Subscription, and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

3.2 You acknowledge that in entering into a Order you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Order or any document expressly referred to in them.

3.3 You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement made by you or us to the other.

3.4 Any and all Special Conditions set out in the Service Summary are subject to and governed by the provisions of this Order and any other documents provided in relation to such Special Conditions.

4. Changes to these terms

4.1 We may vary these Terms and / or the Data Policy from time to time by written notice to you. The Terms and / or the Data Policy as varied will come into effect and supersede any and all other terms previously provided 14 days after such notice and all references in this Order to the Terms and / or the Data Policy shall be deemed to be to the Terms and / or the Data Policy as varied. If you do not wish to accept the varied Terms or the Data Policy, you may cancel your subscription at any point during the 14 day period prior to which they are due to come into effect.

4.2 Subject at all times to our right to vary the Terms and / or the Data Policy as described above, the Fee, Period, Payment Frequency, number of Accounts, Features, Data Usage Rights, Special Conditions, together with any other terms or conditions set out in this Order may be varied at any time by mutual consent in writing but not otherwise.

5. Payment

5.1 The Fee for your Subscription is as set out in the Service Summary.

5.2 The Fee for your Subscription is exclusive of VAT or other similar sales taxes. For customers based in the UK, VAT will be chargeable at the current rate applicable in the UK for the time being. However, if the rate of VAT changes in the course of your Subscription, we will adjust the rate of VAT you pay in time for your next payment, unless you have already paid for your Subscription in full before the change in VAT takes effect.

5.3 We reserve the right to change the Fee from time to time; for example, as a result of (i) our annual Fee review and/or (ii) to reflect the cost of additional data or features on Embedded Intelligence. You will be given an appropriate notice period and retain the right to terminate in accordance with paragraph 7.7.

5.4 You will pay the Fee in accordance with the Payment Frequency specified in the Service Summary.

5.5 You may not pause your Subscription and we do not grant payment holidays.

6. Late Payment

6.1 Any payments that are overdue will be liable to a charge of 8% interest per annum above the then-prevailing Bank of England base rate.

6.2 We reserve the right to suspend any Subscription and block access to Embedded Intelligence until all payments are up to date. Please note that this does not relieve you of any contractual obligations and you remain liable for any overdue and ongoing payments.

7. Subscriptions – Recurring Subscription

7.1 If you have selected a “Recurring Subscription”, your Subscription will automatically renew after the period of time specified as the Period in the Service Summary.

7.2 Each date on which a Recurring Subscription renews is a “Renewal Date”. Each subsequent Renewal Date can be found by taking the previous Renewal Date and adding the Period. For example, a Recurring Subscription where the Period was set as “one month” and the Start Date was 2^nd January would automatically renew on the 2^nd of each calendar month.

7.3 Unless otherwise specified, your Subscription will automatically renew on the Renewal Date until terminated in accordance with paragraph 7.7.

7.4 The Payment Method for a Recurring Subscription will be via Credit Card only.

7.7 If you would like to terminate a Recurring Subscription, you must let us know in writing at least 10 Business Days before your next Renewal Date. Failure to do so will result in your Recurring Subscription being renewed for the coming Period, for which you will be billed accordingly.

8. Subscriptions – Other

8.1 Other subscription models may be agreed between Embedded and the Organisation, the details of which will be documented and agreed as an addendum to this Agreement.

9. Access

9.1 You are ultimately responsible for the actions of all your Data Users and ensuring that they comply fully with your Order. If any Data User is in breach, Embedded reserves the right to terminate your Subscription and/or their access to Embedded Intelligence, and initiate any other action, legal or otherwise, it deems appropriate to protect its interests and safeguard Embedded Intelligence.

9.2 You must keep and ensure that your Users keep all Account information secure and confidential. Users are forbidden from giving anyone else (including a Team member) access to their Account. We reserve the right to monitor Account usage to prevent this.

9.3 You may request (but we are not obliged) to provide you with additional Accounts whenever you wish. Please contact us if you wish to do this. We reserve the right to charge for the provision of additional Accounts.

9.4 Should you wish to transfer an existing Account to a new User (for example if someone leaves the Organisation), please contact us.

9.5 Accounts are reserved for employees of the Organisation only.

9.6 Each Account must be under a single named individual’s Organisation’s email address. Email addresses that are accessed by multiple people may not be used (for example operations@xzy.com).

9.7 To the extent that the Service Summary identifies any Subscribed Teams, only Users within those Teams may access and use Embedded Intelligence and Embedded Data, and they may not grant or share access to Embedded Intelligence and / or Embedded Data or make them available to any other person within your Organisation.

9.8 You and your Users are strictly forbidden from granting or sharing access to Embedded Intelligence except as expressly permitted in this Order. If you would like to grant access to a third party (for example in the case of a consultancy working for you) or other person who would otherwise be prohibited under this Order from having such access, you may ask us for permission, which we reserve the right to grant or deny in our sole discretion. No such person may obtain such access unless and until we have entered into a written agreement with you governing such access.

9.9 If you or any of your Users suspect that an Account has been compromised, or that Account details, data or any other information has been accessed or shared in breach of your Order, you must contact us in writing immediately and inform us of the relevant facts, and take all steps requested by us to remedy the situation.

9.10 We reserve the right to terminate or suspend an Account, multiple Accounts, or your Subscription and block access to Embedded Intelligence with immediate effect if we decide (in our sole discretion) that you or any of your Users have failed to comply with any of the provisions of your Order. Should this be the case, you and your Users must continue to comply fully with the Order with respect to any permitted continuing access to Embedded Intelligence and / or any Embedded Data still in your possession or the possession of any User.

9.11 For the avoidance of doubt, only human beings are permitted to be Users. Programmatic or automated access to or use of Embedded Intelligence is strictly prohibited. This includes, but is not limited to, any application of scraping software.

9.12 You and your Data Users may access and use Embedded Intelligence and/or the Embedded Data strictly in accordance with this Order only and for no other purposes. No other rights are granted to you or your Data Users and any other use without our explicit prior written approval constitutes a breach of this Order.

10. Features

10.1 Any Additional Features are included in your Subscription in our sole discretion.

10.2 There may be a charge for these Additional Features.

10.3 You may not remove any Additional Features during the course of your Subscription.

10.4 You acknowledge and understand that if you make any feature requests, suggestions, proposals, recommendations or other comments in respect of Embedded Intelligence, including any features which we agree to provide as Additional Features (“Feature Suggestions“), you will not own or have any rights to or in respect of such Feature Suggestions and you hereby irrevocably assign with full title guarantee any and all such rights, including all relevant intellectual property rights (including in respect of copyright by way of present assignment of future rights), in or relating to such Feature Suggestions, to Embedded.

11. Data Policy

11.1 Please refer to our Data Policy which governs your access to and use of Embedded Data. We urge you to contact us if you are at all unsure about the limitations placed upon you by such Policy or if you are unsure about any aspect of the Data Policy. The Data Policy forms a part of this Order and you and your Data Users must comply with it at all times. Your access and your Users’ access to Embedded Intelligence is conditional upon such compliance.

11.2 You may not systematically access, download, copy, store, Publish, or share Embedded Data with a view to creating or compiling any form of comprehensive collection, compilation, directory or database or any product or service that is directly or indirectly competitive with any product or service of ours, including, for the avoidance of doubt, in relation to putting any Embedded Data into any CRM application. In addition, you may not encourage or facilitate any other party to do the same.

11.3 Upon termination or expiry of your Order, howsoever caused,

1. You and your Data Users no longer have any right to use Embedded Data; and
2. You must also delete and ensure that every Data User deletes any and all Embedded Data that obtained from Embedded through whatever means (except in the case of data that has been Published in accordance with the Data Policy).
3. You must provide to us, within 20 working days of the termination or expiry of your Order, a notice signed by an authorised member of the Organisation confirming each of the matters set out in paragraphs 11.3(a) and (b) above, in materially the form set out in Schedule 2 (a “Data Deletion Notice”). If a Data Deletion Notice is not provided within 20 working days, we reserve the right to treat your subscription as having renewed on our current pricing plan by notice to you in writing. If we so notify you, your Fee and Term will update accordingly and we shall invoice you and you will pay our invoices in accordance with the paragraph 5.

11.4 If a Data User ceases to be an employee of the Organisation, you must ensure that they are no longer able to, and do not, access Embedded Intelligence and / or any Embedded Data.

11.5 You hereby agree to indemnify us in relation to any claim, expense, liability, damages, costs and / or other losses (including legal fees) incurred by us and arising from any breach by you or your Data Users of the Order. This shall be without prejudice to any other action Embedded may be entitled to take against you in the event of a breach. You will still be liable for any outstanding Fees.

11.6 Without prejudice to any other provision of this Order, you acknowledge and agree that any threatened or actual breach by you of this paragraph 11 and / or the Data Policy would be a material breach of this Order and could cause irreparable injury or harm to us for which monetary damages would be an inadequate remedy. In such case, without prejudice to any other legal or equitable remedies available to us, you agree that we may seek specific performance or other equitable (including injunctive) relief in respect of such threatened or actual breach, without the necessity of proving actual damages and without the necessity of posting any security, whether to stop any breach or avoid any future breach.

12. Accuracy of Information

12.1 Embedded take no responsibility for the accuracy or currency of the data within the Embedded Intelligence platform, nor for the relevance to your technical or commercial circumstances, compatibility with your current or future systems, compatibility or interoperability with any environment or interfaces whatsoever.

13. Liabilities

13.1 Nothing in these Terms limits or excludes our liability for:

death or personal injury caused by our negligence;

fraud or fraudulent misrepresentation; or

any other matters in respect of which liability may not be limited or excluded.

13.2 Subject to paragraph 13.1, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with a Order or otherwise for:

any loss of profits, sales, business, or revenue;

loss or corruption of data, information or software;

loss of business opportunity;

loss of anticipated savings;

loss of goodwill; or

any indirect or consequential loss.

13.3 Subject to paragraph 13.1, our total liability to you in respect of any and all claims, expenses, liabilities, damages, costs and / or other losses arising under or in connection with a Order or otherwise, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the greater of: (i) £5,000 and (ii) the Fees paid by you over the previous 12 month period.

13.4 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to a Order (or, for the avoidance of doubt, Embedded Intelligence and the Embedded Data). Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that a Subscription is suitable for your purposes.

13.5 You are responsible for ensuring that your systems and any and all devices used to access Embedded Intelligence are virus-free and kept free from any technologically harmful code, content or other material of any kind. Save as otherwise expressly required by law, we will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful code, content or material that may infect your computer equipment, computer programs, data or other proprietary material in connection with your use of our Website or to your downloading of any content on it, or on any website linked to it.

13.6 We assume no responsibility for the content of websites linked on our Website. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

14. 3^rd Party Liabilities

14.1 Certain information or other content on Embedded Intelligence may be made available to us under licence and any intellectual property or other rights in such content may therefore belong to third parties. In addition certain information and content shall be derived from freely available publicly sourced websites and other channels which we have compiled into a database format for the pursuit of providing the Embedded Intelligence service.

14.2 Any breach of your Order may cause us to breach our agreements with these third parties. To the extent that the acts or omissions of you and / or your Data Users make us liable to them, you hereby agree to reimburse us to the full extent of any such liability on an indemnity basis, which you acknowledge and agree may be significant and far exceed the value of your Order with us.

14.3 For the avoidance of doubt, in the event that we determine, in our sole discretion, that you have fully adhered to your Order and that your actions did not contribute to any third-party action, we will indemnify you against any action from such third party suppliers.

14.4 Liability under this indemnity is further conditioned on you discharging the following obligations. If any third party makes a claim, or notifies you of an intention to make a claim, against you which may give rise to a liability under the indemnity described in paragraph 14.3 (a Claim), you shall:

within 7 days, give written notice of the Claim to us, specifying the nature of the Claim in reasonable detail;

not make any admission of liability, agreement or compromise in relation to the Claim without our prior written consent;

give us and our professional advisers access at reasonable times (on reasonable prior notice) to your premises and your officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within your power or control, so as to enable us and our professional advisers to examine them and to take copies (at our expense) for the purpose of assessing the Claim; and

be deemed to have given to us the sole authority to avoid, dispute, compromise or defend the Claim.

15. Back-links

15.1 Subject to the following provisions of this paragraph 15, you may link to our Website, provided you do so in a way that complies with the law, and does not take a form likely to damage our reputation or otherwise cause confusion in the mind of a reasonable user as to the identity of you versus us.

15.2 You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

15.3 You must not establish a link to our home page in any website that is not owned by you.

15.4 We reserve the right to withdraw linking permission without notice and in the event that we withdraw such permission, you agree to immediately remove all links to our Website.

16. Privacy & Cookies

We use cookies and other tracking technologies, as described in our relevant policies, as updated by us from time to time. You are responsible for ensuring that you and your Users are familiar with such policies.

17. Exceptional Events

17.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Order that is caused by an Exceptional Event.

17.2 An “Exceptional Event” means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster, or failure of public or private telecommunications networks.

17.3 If an Exceptional Event takes place that affects the performance of our obligations under a Order:

we will contact you as soon as reasonably possible to notify you; and

our obligations under a Order will be suspended and the time for performance of our obligations will be extended for the duration of the Exceptional Event. Where the Exceptional Event prevents you from accessing or using Embedded Intelligence for more than a negligible period, we will arrange for you to be refunded for the affected period.

18. Communications

18.1 When we refer in this Order to “in writing”, this includes email.

18.2 Any notice or other communication given by you to us, or by us to you, under or in connection with the Order shall be in writing and shall be delivered personally, sent by pre-paid first-class post or other next working day delivery service or e-mail.

A notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or if sent by e-mail, on the next Business Day after transmission.

In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to enquiries@Embedded.com.

The provisions of this paragraph 18 shall not apply to the service of any proceedings or other documents in any legal action.

19. Confidentiality

19.1 Each party undertakes to the other (the “disclosing party”) in relation to Confidential Information of the other:

to keep confidential all Confidential Information;

not to disclose Confidential Information without the other’s prior written consent to any other person except those of its representatives who have a need to know the Confidential Information; and

not to use Confidential Information except for the purposes of performing its obligations under this Order;

19.2 Paragraph 19.1 does not apply to Confidential Information to the extent that it is or was:

already in the possession of the other party from a source other than the disclosing party and free of any obligation of confidentiality on the date of its disclosure;

in the public domain other than as a result of a breach of this paragraph 19;

required to be disclosed:
1. pursuant to applicable laws, or the requirements of any government body or relevant regulatory authority, or the rules of any exchange on which the securities of a party are or are to be listed; or
2. in connection with proceedings before a court of competent jurisdiction or under any court order of such a court or for the purpose of receiving legal advice, but only to the extent and for the purpose of that disclosure.

19.3 The Organisation undertakes to keep all Embedded Data confidential and to only disclose it:

as specifically authorised by this Order;

with the written consent of Embedded;

as required by applicable laws; or

as strictly necessary in connection with proceedings before a court of competent jurisdiction or under any court order of such a court or for the purposes of receiving legal advice.

19.4 Without prejudice to any of our other rights or remedies, the Organisation acknowledges and agrees that damages would not be an adequate remedy for any breach of this paragraph 19 and the remedies of injunction, specific performance and other equitable relief are appropriate for any threatened or actual breach of this provision and no proof of special damages shall be necessary for the enforcement of the rights under this paragraph 19.

20. Branding

20.1 If (and only if) you give us explicit permission in writing, we may use your logo or other trademark in our marketing material for the duration of your Subscription to show that you are a client.

20.2 You may request that certain exportable material downloaded from Embedded Intelligence is branded with your logo or mark. Please note that there may be a charge for this service. In such circumstances, you hereby grant us a non-exclusive licence to use your logo or mark on any such material so generated and you hereby indemnify us and agree to keep us indemnified against all claims, expenses, liabilities, damages, costs and / or other losses should there be any claim that your logo or other trademark infringes any intellectual property rights belonging to a third party.

21. Intellectual Property Rights

2.1 We are the owner or the licensee of all intellectual property rights in or relating to Embedded Intelligence, and in the material published on it. They are protected by copyright, database right, and other intellectual property laws and treaties around the world. All such rights are reserved.

2.2 “Embedded Intelligence” is a UK registered trademark of Embedded IT Limited. You may not use any trademark of ours (or any confusingly similar trademark) for any purpose except as expressly permitted by us in writing or under applicable law.

22. Other Terms

22.1 We may transfer our rights and obligations under a Order to another organisation, but this will not affect your rights or our obligations under this Order. We will always notify you if this happens.

22.2 Any Order is between you and us. Subject to paragraph 22.1 above, no other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

22.3 This Order supersedes any terms you may seek to impose via a purchase order or otherwise. No variation of this Order shall be effective unless it is in writing and agreed in writing by the parties or their authorised representatives.

22.4 Each of the paragraphs of this Order operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect and any affected provision will be replaced by an alternative lawful provision which is as close as possible substantively to the affected provision.

22.5 If we fail to insist that you perform any of your obligations under this Order, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

22.6 Nothing in this Agreement shall be construed as creating a partnership, a contract of employment or a relationship of principal and agent between the Organisation and Embedded.

22.7 This Order and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Any such dispute or claim shall in the first instance be submitted to the determination of the CEO’s of Embedded and the Organisation. If they fail to resolve the matter within 28 days it shall be referred to non-binding mediation, and if that also fails then to the exclusive jurisdiction of the Courts of England and Wales.