Service Terms
Standard service terms governing access to and use of Intent HQ products and services. Applicable to all geographies except the United Arab Emirates.
Effective from: November 2025
The Client's Agreement with IHQ is created upon the execution of its first Order Form and consists of these Service Terms, Service Specific Terms, Data Protection Addendum, Order Form(s) and SOW(s).
In the event of conflict, the order of precedence shall be: (1) Order Form, (2) an SOW, (3) Service Specific Terms, (4) Data Protection Addendum, (5) these Service Terms, and (6) Order Forms and SOWs.
Client may order IHQ's Services under this Agreement by executing an Order Form which is issued by IHQ or any of its Affiliates. All Order Forms shall be deemed effective and legally binding on the Parties and form part of this Agreement on the date the last Party signs the Order Form ("Effective Date").
Client acknowledges that the nature of the Services means that IHQ is regularly developing, evolving and improving the Services. Accordingly, IHQ may make changes and updates to the Services from time to time and will advise the Client of any anticipated downtime. Any changes which materially reduce the functionality of the Services shall only be undertaken in agreement with the Client (unless such change is necessary to comply with applicable law).
IHQ shall provide the support Services as described in the Documentation.
IHQ delivers the Services as "software as a service" and/or on a subscription basis and the applicable licence provisions are contained in the Service Specific Terms.
From time to time, IHQ may at its sole discretion as an additional and separate service to the Services, provide professional services such as implementation, configuration, training or such similar services ("Professional Services") set out in an Order Form and further described within a SOW. Such Professional Services shall be performed with reasonable skill and care and in accordance with the SOW.
This Agreement shall run from the Effective Date of the initial Order Form and shall continue in full force until no Order Forms are in effect or this Agreement is terminated in accordance with Clause 12.
Each Order Form shall commence on the Effective Date for Initial Subscription Term. Upon expiry of the Initial Subscription Term, the Order Form shall automatically renew for the Renewal Subscription Term unless either Party issues a notice of non-renewal by serving notice to the other Party at least thirty (30) days prior to expiry.
The applicable Order Form shall set out the applicable Fees which are payable under this Agreement.
Unless an Order Form states otherwise and save for Usage Fees, the Client shall be invoiced for the Fees monthly in advance from the Effective Date. Any Usage Fees shall be invoiced monthly in arrears. Client shall pay all Fees within 30 days from the date of invoice.
IHQ shall be entitled to increase the Fees at the start of each Renewal Subscription Term by providing at least 60 days' prior written notice to Client.
The Client shall be fully responsible to pay any indirect taxes, including, among others, sales, use, value-added, levies, or any other taxes which may be imposed in connection to this Agreement. All payments to be made by Client under this Agreement shall be made net of deduction and withholding for any taxes of whatever nature now or hereafter imposed.
All Intellectual Property Rights in and to the Services, including all source code, object code, SDKs, updates, upgrades, modifications, customisations, enhancements, and Documentation; any materials, tools, or methodologies developed or provided by IHQ; and any derivative works of the above, shall remain exclusively owned by IHQ or its licensors.
Any Intellectual Property Rights created or developed by IHQ in connection with or arising from this Agreement (the "PS Outputs") shall be exclusively owned by IHQ, unless expressly agreed otherwise in writing by both Parties.
Client retains all ownership rights in Client Data and Client's confidential information, including any Intellectual Property Rights therein.
IHQ shall implement appropriate technical and organisational measures in respect of the Client Data which is in its possession. IHQ shall apply the security measures set out in Data Processing Addendum.
Client shall grant IHQ a non-exclusive, non-transferable, non-sublicensable worldwide right to use the Client Data to provide the Services and Professional Services and to create Development Data.
Without prejudice to IHQ's other rights and/or remedies under this Agreement, IHQ may at its discretion suspend the Services and Professional Services in the event that: (i) the Client has materially breached the terms of this Agreement and has not remedied such breach within seven (7) days from the date of written notice of breach; (ii) suspension is required to prevent or quarantine any actual or suspected Malicious Software or any other risk to the security of the Services; or (iii) if any Fees remain overdue for a period of more than thirty (30) days.
Either Party may terminate this Agreement on written notice if the other Party materially breaches any of its obligations under this Agreement and if such breach is curable, the breaching Party fails to cure that breach within thirty (30) days from the date of written notice of breach.
Either Party may terminate this Agreement immediately on written notice if the other Party is subject to an Insolvency Event.
Upon the termination or expiry of this Agreement: Client's licence to access and use the Services will immediately cease; IHQ shall invoice and Client shall pay for all work in progress under any Professional Services; IHQ shall make the Client Data available for the Client to extract for a period of 30 days following termination or expiry following which period IHQ shall permanently destroy such Client Data.
Each Party represents and warrants it is a bona fide legal entity with power and authority to execute and perform its obligations under this Agreement.
IHQ warrants that the Services shall substantially conform with the Documentation. The Client's sole and exclusive remedy for any breach of this clause, shall be IHQ's remediation of any defects in the Services so that they substantially conform with the Documentation.
TO THE FULLEST EXTENT PERMITTED BY LAW, ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS NOT EXPRESSLY STATED IN THIS AGREEMENT ARE EXCLUDED, INCLUDING BUT NOT LIMITED TO (I) MERCHANTABILITY; (II) NON-INFRINGEMENT OF THIRD-PARTY RIGHTS; (III) SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE; (IV) THAT THE SERVICES WILL BE FREE FROM ERRORS OR AVAILABLE.
IHQ shall indemnify, defend, and hold harmless the Client from and against any Claim brought by a third party alleging that the Client's authorised use of the Services in accordance with this Agreement and the Documentation, directly infringes or misappropriates any third-party's registered Intellectual Property Rights. IHQ's indemnity obligation is limited to payment of the reasonable costs of defending such Claim, including legal fees; and any damages awarded by a court of competent jurisdiction or settlement amounts agreed to in writing by IHQ.
The Client shall indemnify, defend, and hold harmless IHQ and its Indemnified Parties from and against any Claim brought by a third party to the extent that such Claim is caused by the Client's or its employees', agents', contractors', or end users' use of the Services in a manner not authorised under this Agreement.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, FOR ANY: LOSS OF PROFITS, REVENUE, BUSINESS, OR ANTICIPATED SAVINGS; LOSS OF OR DAMAGE TO GOODWILL OR REPUTATION; LOSS OF USE OR CORRUPTION OF SOFTWARE, DATA, OR INFORMATION; ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL LOSS OR DAMAGE; ANY BUSINESS INTERRUPTION OR DELAY IN PERFORMANCE.
SUBJECT TO CLAUSES 16.1 AND 16.3, THE MAXIMUM AGGREGATE LIABILITY OF ONE PARTY TO THE OTHER SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE TOTAL FEES PAID OR PAYABLE BY THE CLIENT TO IHQ UNDER THAT ORDER FORM IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST CLAIM.
The Client shall notify IHQ in writing of any invoice dispute(s) it believes in good faith that an invoice or part thereof has not rightfully been incurred within 30 days of receipt thereof.
In the event of any other dispute or claim arising under or in connection with this Agreement, the Parties shall first attempt to resolve the matter through good faith negotiations.
During this Agreement, a Party may have access to certain non-public proprietary, confidential or trade secret information or data of the other Party ("Confidential Information"). The receiving Party shall: (a) not disclose the Confidential Information to any other person other than with the prior written consent of the disclosing Party; (b) not use the Confidential Information for any purpose other than for the performance of its obligations or its enjoyment of rights under this Agreement; (c) keep the disclosing Party's Confidential Information confidential using at least the same degree of care it uses to protect its own Confidential Information. The Parties' obligations with respect to Confidential Information shall expire 5 years from the date of termination or expiration of this Agreement.
This Agreement supersedes any prior contracts, arrangements and undertakings between the Parties in relation to its subject matter and constitutes the entire agreement between the Parties.
The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement.
"Affiliates" means any entity that directly or indirectly controls, is controlled by, or is under common control with that Party.
"Agreement" means as defined in Clause 1.1.
"Client Data" means any information, including personal information, uploaded, provided, or made accessible to IHQ's production or sandbox systems by Client to use the Services.
"Confidential Information" means as described in Clause 18.1.
"Documentation" means IHQ user guides, training manuals, instructions, usage information, technical documentation and other similar documentation related to the Services.
"IHQ" means Intent HQ Limited, registered in England and Wales with company number 07220983 with its registered address located at: 6th Floor, 33 Kingsway, London WC2B 6TP United Kingdom.
"Intellectual Property Rights" means any and all intellectual property rights of any nature anywhere in the world whether registered, registrable or otherwise, including patents, utility models, trademarks, registered designs and domain names, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, know-how and any other intellectual property rights.
"Services" means the components of the different product service offerings which shall be made available to the Client together with any support services to be provided by IHQ as specified in an applicable Order Form and further described within the Documentation.
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