Subscription Licence Agreement

The personal, non-transferable, and revocable licence for subscriber intelligence.

IMPORTANT NOTICE

This Agreement governs access to and use of the InteliCo platform and the intelligence made available through it.

InteliCo does not sell reports or transfer ownership of its intelligence to Subscribers. InteliCo grants Subscribers a limited licence to access a continuously developing intelligence service, subject to the terms of this Agreement.

The Intelligence is licensed exclusively to the Subscriber. It must not be copied, downloaded, published, forwarded, distributed or shared with any unauthorised person.

Unauthorised use or disclosure may result in the immediate suspension or termination of the Subscription.

PARTIES

This Agreement is entered into between:

(1) InteliCo Group Ltd

A company incorporated in England and Wales with company number 12049516, whose registered office is at 78 York Street, London, W1H 1DP (InteliCo, we, us or our); and

(2) The Subscriber

The individual or organisation identified during the registration or subscription process (Subscriber, you or your).

Where an organisation purchases a Subscription, references to the Subscriber include the organisation and each Authorised User permitted to access the Platform through that Subscription.

1. Definitions

In this Agreement:

Account means the registered account through which the Subscriber accesses the Platform.

AIP means an alternative investment product registered, monitored, reviewed or otherwise included within the Platform.

Authorised User means an individual expressly authorised by InteliCo to access the Platform under an organisational Subscription.

Basic Service means the free level of access described on the Platform from time to time.

Confidential Intelligence means Intelligence that is made available only to Subscribers and is not expressly designated by InteliCo as public.

Consumer means an individual acting wholly or mainly outside that individual’s trade, business, craft or profession.

Intelligence means any notice, report, alert, interpretation, explanation, analysis, commentary, connection, relationship map, timeline, indicator, classification, score, summary, compilation or other information made available through the Platform.

Intelligence Health Check means any structured review or assessment produced using InteliCo’s proprietary methodology.

Intellectual Property Rights means patents, copyright, database rights, design rights, trade marks, rights in confidential information, rights in software, rights in data, moral rights and all similar proprietary rights, whether registered or unregistered.

Intelligent Connections means InteliCo’s methodology and service for identifying, analysing and presenting relationships between AIPs, companies, individuals, introducers, trustees, lenders, advisers, events and other relevant matters.

Licence means the limited right to access and use the Platform granted under this Agreement.

Platform means the InteliCo website, subscriber dashboard, software, databases, systems, interfaces and related services.

Public-Source Information means information originating from Companies House, The Gazette, courts, regulators, public registers, public websites or another publicly accessible source.

Subscription means the Subscriber’s selected service level, whether free or paid.

Subscription Fee means the amount payable for the selected Subscription.

Subscription Period means the period for which the Subscription is valid.

2. Formation of the Agreement

2.1 This Agreement becomes binding when the Subscriber:

(a) creates an Account;

(b) selects a Subscription;

(d) first accesses the Platform,

whichever occurs first.

2.2 The Subscriber confirms that the information provided during registration is complete and accurate.

2.3 Where an individual accepts this Agreement on behalf of an organisation, that individual confirms that they have authority to bind the organisation.

2.4 InteliCo shall retain an electronic record of:

(a) the version of this Agreement accepted;

(b) the date and time of acceptance;

(d) the method of acceptance.

3. Nature of the InteliCo service

3.1 InteliCo provides intelligence concerning AIPs and related companies, persons, events, documents and relationships.

3.2 InteliCo seeks to help Subscribers understand:

(a) what has happened;

(b) what an event could mean;

(d) what risks may be developing;

(e) what should be monitored next; and

(f) who or what may be connected.

3.3 InteliCo provides intelligence that connects the dots.

3.4 The Platform may include:

(a) monitoring and notifications;

(b) explanatory intelligence;

(d) payment-performance information;

(e) adverse-event intelligence;

(f) security analysis;

(g) connected-company intelligence;

(h) director and professional-adviser histories;

(i) introducer intelligence;

(j) Intelligent Connections;

(k) AI-assisted explanations;

(l) timelines and relationship maps; and

(m) other services introduced by InteliCo.

3.5 The availability and depth of Intelligence will depend upon the Subscriber’s Subscription level.

4. Grant of Licence

4.1 Subject to payment of the applicable Subscription Fee and continuing compliance with this Agreement, InteliCo grants the Subscriber a limited, personal, non-exclusive, non-transferable, non-sublicensable and revocable Licence to access and use the Platform during the Subscription Period.

4.2 The Licence is granted solely for:

(a) the Subscriber’s personal use; or

(b) where the Subscriber is an organisation, its own internal business purposes.

4.3 The Licence does not transfer ownership of:

(a) the Platform;

(b) the Intelligence;

(d) InteliCo’s methodologies;

(e) any report, notice or analysis; or

(f) any Intellectual Property Rights.

4.4 The Subscriber may access only the Subscription features and AIPs permitted for that Account.

4.5 All rights not expressly granted under this Agreement are reserved by InteliCo.

5. Subscription levels

5.1 InteliCo may offer Subscription levels including:

(a) Basic;

(b) Insight;

(d) Intelligent Connections.

5.2 The features, limits and prices applying to each Subscription will be displayed on the Platform or confirmed during the subscription process.

5.3 InteliCo may add, improve, replace or discontinue individual features where this does not materially deprive a paid Subscriber of the overall service purchased.

5.4 The Basic Service may be changed, restricted or withdrawn at InteliCo’s discretion.

5.5 Where a change materially reduces a paid Subscription during a current Subscription Period, the Subscriber’s statutory and contractual rights will remain unaffected.

6. Subscriber Accounts

6.1 Each Account is personal to the registered Subscriber.

6.2 The Subscriber must:

(a) provide accurate registration information;

(b) maintain the security of login credentials;

(d) keep contact information current;

(e) notify InteliCo promptly of suspected unauthorised access; and

(f) comply with any reasonable security requirements.

6.3 The Subscriber must not:

(a) share login credentials;

(b) permit another person to access the Account;

(d) create multiple Accounts to circumvent Subscription limits;

(e) conceal the identity of a user;

(f) allow concurrent access by unauthorised persons; or

(g) circumvent authentication or access controls.

6.4 InteliCo may require multi-factor authentication.

6.5 InteliCo may terminate active sessions or require password resets where reasonably necessary to protect the Platform or Subscriber.

7. Organisational Subscriptions

7.1 An organisational Subscription permits access only by the number of Authorised Users purchased or approved by InteliCo.

7.2 Each Authorised User must have an individual Account.

7.3 Shared, generic or communal login credentials are prohibited unless expressly approved in writing by InteliCo.

7.4 The subscribing organisation is responsible for:

(a) ensuring that Authorised Users comply with this Agreement;

(b) informing InteliCo when an Authorised User ceases to require access;

(d) all use made through its Accounts.

7.5 The organisation shall be liable for breaches committed by its Authorised Users.

8. Notification and access model

8.1 InteliCo will ordinarily notify the Subscriber by email or through the Platform when new Intelligence becomes available.

8.2 Notification emails may contain:

(a) a short description of the development;

(b) the relevant AIP;

(d) a secure link to the Platform.

8.3 Notification emails will not ordinarily contain the complete Intelligence.

8.4 The Subscriber must access the Platform to review the Intelligence.

8.5 Links may require authentication and may expire.

8.6 Forwarding a notification email will not grant the recipient any right to access the Platform.

9. No general download or transfer right

9.1 Unless expressly permitted by InteliCo, the Subscriber may not:

(a) download Intelligence;

(b) export Intelligence;

(d) print Intelligence;

(e) save Intelligence for offline use;

(f) copy Intelligence into another system;

(g) extract Platform data; or

(h) transfer Intelligence to another person.

9.2 The absence of a technical restriction does not constitute permission to copy, download or share Intelligence.

9.3 Any limited download, print or export function made available by InteliCo remains subject to this Agreement.

10. Ownership of the Platform and Intellectual Property

10.1 InteliCo Group Ltd owns, or is licensed to use, all Intellectual Property Rights in the Platform and proprietary Intelligence.

10.2 This includes Intellectual Property Rights in:

(a) the InteliCo name, branding and visual identity;

(b) software, source code and object code;

(d) databases and data structures;

(e) selection and arrangement of information;

(f) intelligence methodologies;

(g) explanatory frameworks;

(h) analytical processes;

(i) Intelligent Connections;

(j) Intelligence Health Checks;

(k) relationship mapping;

(l) risk indicators and classifications;

(m) scoring methodologies;

(n) prompts, workflows and automated processes;

(o) reports and notices;

(p) summaries and commentary;

(q) graphics, charts and timelines;

(r) compilations;

(s) page designs and layouts;

(t) subscriber dashboards;

(u) formats and presentation structures; and

(v) improvements, adaptations and derivative works.

10.3 The Subscriber acquires no ownership interest in any of those materials.

10.4 The Subscription Fee is paid for access to the Platform and does not constitute payment for the assignment or transfer of Intellectual Property Rights.

11. Public-Source Information

11.1 InteliCo acknowledges that an individual fact obtained from a public source may not be owned by InteliCo.

11.2 For example, the fact that a company has:

(a) filed accounts;

(b) appointed a director;

(d) changed its registered office; or

(e) become subject to a Gazette notice,

may originate from an authoritative public source.

11.3 InteliCo’s proprietary rights and commercial value include:

(a) identifying relevant information;

(b) selecting it for the benefit of AIP investors;

(d) combining it with other information;

(e) interpreting and explaining it;

(f) identifying relationships and patterns;

(g) connecting it with historical intelligence;

(h) applying InteliCo’s classifications and methodologies;

(i) presenting it through the Platform; and

(j) maintaining it as part of a continuing intelligence record.

11.4 Nothing in this Agreement prevents a Subscriber from independently obtaining and using an underlying public fact from its original source.

11.5 The Subscriber must not reproduce InteliCo’s proprietary analysis, compilation, selection, structure, commentary, connections, presentation or methodology.

12. Subscriber-reported information

12.1 Subscribers may be permitted to report matters such as:

(a) delayed interest payments;

(b) missed payments;

(d) issuer communications;

(e) document inconsistencies; or

(f) other relevant developments.

12.2 The Subscriber confirms that information submitted to InteliCo will be:

(a) provided honestly;

(b) accurate to the best of the Subscriber’s knowledge;

(d) submitted without infringement of another person’s rights.

12.3 The Subscriber grants InteliCo a perpetual, worldwide, royalty-free licence to:

(a) review;

(b) verify;

(d) aggregate;

(e) analyse;

(f) incorporate; and

(g) use

submitted information for the operation and development of the Platform.

12.4 InteliCo may decide whether, how and when submitted information is used.

12.5 InteliCo may identify information as:

(a) subscriber reported;

(b) independently corroborated;

(d) acknowledged by an issuer;

(e) unverified; or

(f) verified.

12.6 InteliCo will not ordinarily disclose the identity of a reporting Subscriber unless:

(a) the Subscriber agrees;

(b) disclosure is required by law;

(d) disclosure is otherwise permitted by the Privacy Notice.

13.1 The Subscriber must not, without InteliCo’s prior written consent:

(a) copy;

(b) reproduce;

(d) print;

(e) photograph;

(f) screen-capture;

(g) screen-record;

(h) publish;

(i) distribute;

(j) transmit;

(k) display;

(l) disclose;

(m) forward;

(n) sell;

(o) resell;

(p) license;

(q) sublicense;

(r) supply;

(s) communicate;

(t) broadcast;

(u) upload;

(v) post on social media;

(w) place in an investor group;

(x) make available through a messaging application; or

(y) otherwise share

any part of the Platform or Confidential Intelligence with an unauthorised third party.

13.2 The prohibition applies whether the Intelligence is shared:

(a) in its original form;

(b) in edited form;

(d) as a screenshot;

(e) as a photograph;

(f) as an audio or video recording;

(g) as a summary substantially reproducing InteliCo’s analysis;

(h) through artificial intelligence or another automated system; or

(i) by any digital or physical means.

13.3 The Subscriber must not assist another person to circumvent this clause.

14. Prohibited commercial use

14.1 The Subscriber must not use the Platform or Intelligence:

(a) for resale;

(b) to provide a competing service;

(d) to provide paid research or advisory services to another person;

(e) to reproduce InteliCo’s methodologies;

(f) to avoid purchasing an appropriate Subscription;

(g) to scrape, harvest or systematically extract information;

(h) to benchmark or reverse engineer the Platform;

(i) to train, fine-tune, test or enhance a third-party artificial intelligence model;

(j) to create a derivative intelligence product;

(k) to republish Intelligence through another website, application or platform; or

(l) for any unlawful, fraudulent or misleading purpose.

15. Limited references to InteliCo

15.1 The Subscriber may refer to the fact that InteliCo has published or identified a development, provided that the Subscriber does not reproduce subscriber-only Intelligence.

15.2 For example, the Subscriber may state:

“InteliCo has identified a new Companies House filing concerning the issuer.”

15.3 The Subscriber must not reproduce:

(a) detailed explanatory analysis;

(b) risk classifications;

(d) Intelligent Connections;

(e) proprietary timelines;

(f) commentary;

(g) scores; or

(h) other Confidential Intelligence.

15.4 InteliCo may issue separate written permissions governing quotations, citations or authorised sharing.

16. Confidentiality

16.1 Confidential Intelligence is confidential to InteliCo and licensed exclusively to the Subscriber.

16.2 The Subscriber must:

(a) protect Confidential Intelligence from unauthorised access;

(b) use it only for purposes permitted by this Agreement;

(d) provide reasonable assistance in securing removal of shared material.

16.3 The obligations in this clause continue after expiry or termination of the Subscription.

17. Subscriber identification and watermarking

17.1 InteliCo may display account-identifying information on any Intelligence page.

17.2 This may include:

(a) the Subscriber’s name;

(b) a partially obscured email address;

(d) organisation name;

(e) date and time of access;

(f) session reference; and

(g) a confidentiality warning.

17.3 InteliCo may apply visible and invisible watermarks or account-specific identifiers.

17.4 The Subscriber must not:

(a) remove;

(b) obscure;

(d) crop;

(e) conceal; or

(f) attempt to defeat

any watermark, attribution notice or rights-management information.

17.5 Subscriber identification is used to:

(a) protect Intellectual Property Rights;

(b) discourage unauthorised disclosure;

(d) investigate misuse; and

(e) enforce this Agreement.

18. Access monitoring

18.1 InteliCo may maintain records concerning:

(a) Account sign-ins;

(b) devices and browsers;

(d) session dates and times;

(e) Intelligence pages accessed;

(f) notification links opened;

(g) account and credential changes;

(h) failed access attempts;

(i) unusual access patterns;

(j) warnings;

(k) suspensions; and

(l) termination decisions.

18.2 InteliCo may use such records to:

(a) provide the service;

(b) maintain Platform security;

(d) identify credential sharing;

(e) investigate unauthorised disclosure;

(f) protect Intellectual Property Rights;

(g) enforce this Agreement; and

(h) comply with legal obligations.

18.3 InteliCo will process personal information in accordance with its Privacy Notice.

18.4 Where InteliCo relies upon legitimate interests for security, misuse detection or rights enforcement, it should document the purpose, necessity and balancing assessment and explain the relevant interests in its privacy information. (ICO)

19. Unusual or unauthorised access

19.1 InteliCo may investigate activity including:

(a) simultaneous access from distant locations;

(b) access from an excessive number of devices;

(d) automated access patterns;

(e) rapid access to unrelated AIPs;

(f) repeated failed sign-ins;

(g) attempted content extraction;

(h) credential sharing; or

(i) other behaviour inconsistent with ordinary personal use.

19.2 No single technical event will necessarily constitute conclusive evidence of a breach.

19.3 InteliCo may contact the Subscriber and request an explanation.

19.4 The Subscriber must cooperate reasonably with an investigation into suspected misuse.

20. Suspension

20.1 InteliCo may suspend access immediately where it reasonably suspects:

(a) unauthorised sharing;

(b) credential sharing;

(d) automated or excessive access;

(e) circumvention of technical controls;

(f) infringement of Intellectual Property Rights;

(g) fraudulent activity;

(h) use of the Platform to provide a competing service;

(i) a threat to Platform security; or

(j) another material breach.

20.2 Suspension may continue while InteliCo investigates.

20.3 InteliCo may:

(a) disable the Account;

(b) revoke active sessions;

(d) restrict individual features;

(e) preserve relevant access records; and

(f) request information from the Subscriber.

20.4 Where reasonably practicable, InteliCo will inform the Subscriber of the reason for suspension.

21. Termination for breach

21.1 InteliCo may terminate the Subscription immediately where:

(a) the Subscriber commits a serious or deliberate breach;

(b) the Subscriber shares Confidential Intelligence;

(d) the Subscriber infringes InteliCo’s Intellectual Property Rights;

(e) the Subscriber uses the Platform to compete with InteliCo;

(f) the Subscriber attempts to extract a material part of the database;

(g) the Subscriber commits repeated breaches after warning;

(h) the Subscriber acts fraudulently; or

(i) the Subscriber fails to remedy a remediable breach within the period specified by InteliCo.

21.2 On termination:

(a) the Licence ends immediately;

(b) all access rights cease;

(d) active sessions may be terminated;

(e) the Account may be disabled;

(f) InteliCo may refuse renewal or replacement registration; and

(g) the Subscriber must remove unlawfully shared material.

21.3 Termination does not affect rights or liabilities accrued before termination.

22. Financial consequences of breach

22.1 Subject to mandatory law, a Subscriber whose Subscription is terminated for a serious or deliberate breach will not be entitled to a refund for the unused Subscription Period.

22.2 Nothing in this clause limits any refund or remedy which a Consumer is entitled to receive under applicable law.

22.3 InteliCo may recover reasonable losses, costs or expenses arising from a breach, subject to applicable law and the other provisions of this Agreement.

23. Subscription Fees

23.1 The Subscription Fee will be displayed before the Subscriber completes the purchase.

23.2 Unless stated otherwise:

(a) paid Subscriptions are charged annually in advance;

(b) prices exclude VAT where VAT is applicable;

(d) access may be withheld until payment is received.

23.3 The Subscriber authorises InteliCo and its payment provider to collect the amounts displayed during purchase.

23.4 InteliCo may change prices for future Subscription Periods.

23.5 Price changes will not ordinarily apply retrospectively to a current paid Subscription Period.

24. Renewal

24.1 The subscription process will state whether a Subscription:

(a) expires automatically at the end of the Subscription Period; or

(b) renews automatically unless cancelled.

24.2 Where automatic renewal applies, InteliCo will provide information required by applicable law concerning:

(a) the renewal date;

(b) the renewal price;

(d) any renewal reminder; and

(e) any right to end the renewed Subscription.

24.3 A Consumer will not lose any mandatory statutory protection by accepting this Agreement.

24.4 InteliCo may require the Subscriber to accept updated terms before renewal.

25. Cancellation by the Subscriber

25.1 The Subscriber may cancel automatic renewal through the Account or by contacting InteliCo.

25.2 Cancellation of automatic renewal prevents the next Subscription Period from commencing but does not ordinarily end the current Subscription Period.

25.3 Any statutory cancellation right available to a Consumer remains unaffected.

25.4 Where a Consumer requests immediate access during a statutory cancellation period, InteliCo may require the Consumer to make the acknowledgement or request permitted by law.

25.5 The Subscriber will retain access until the end of the paid Subscription Period unless:

(a) the Subscriber exercises a statutory right requiring earlier termination;

(b) InteliCo agrees otherwise; or

26. Intelligence is dynamic

26.1 Intelligence reflects the information available to InteliCo at the time it is displayed.

26.2 Intelligence may change as a result of:

(a) new filings;

(b) corrected information;

(d) additional evidence;

(e) regulatory developments;

(f) court proceedings;

(g) connected-party intelligence; or

(h) further analysis.

26.3 A screenshot, copy or earlier version may become incomplete or out of date.

26.4 The Subscriber should access the Platform for the latest available Intelligence.

26.5 InteliCo may amend, update, supplement, qualify or withdraw Intelligence where appropriate.

27. Sources and verification

27.1 InteliCo may obtain information from:

(a) public registers;

(b) Companies House;

(d) regulators;

(e) courts;

(f) public websites;

(g) issuer documents;

(h) subscriber reports;

(i) commercial data providers; and

(j) other sources.

27.2 InteliCo will seek to identify the nature and status of information where appropriate.

27.3 Intelligence may be described as:

(a) verified;

(b) obtained from an authoritative public source;

(d) corroborated;

(e) unconfirmed;

(f) based on analysis; or

(g) subject to further investigation.

27.4 InteliCo does not guarantee that every source is complete, accurate, current or free from error.

28. No investment, legal or professional advice

28.1 InteliCo provides intelligence and information.

28.2 Unless expressly agreed in writing, InteliCo does not provide:

(a) investment advice;

(b) personal recommendations;

(d) legal advice;

(e) tax advice;

(f) accounting advice;

(g) insolvency advice;

(h) valuation advice; or

(i) a recommendation to buy, sell, hold or dispose of an AIP.

28.3 The Subscriber remains responsible for:

(a) making their own decisions;

(b) reviewing relevant investment documents;

(d) assessing whether an AIP is suitable for them.

28.4 Risk indicators, classifications and AI-assisted explanations are tools to assist understanding and are not predictions or guarantees.

29. No guarantee of outcomes

29.1 InteliCo does not guarantee:

(a) the performance of an AIP;

(b) repayment of capital;

(d) the solvency of an issuer;

(e) the value or enforceability of security;

(f) the accuracy of issuer representations;

(g) the success of any recovery action; or

(h) the availability of litigation funding.

29.2 Past events, relationships or patterns do not necessarily establish future outcomes.

30. Artificial intelligence

30.1 The Platform may use artificial intelligence to assist with:

(a) summarisation;

(b) classification;

(d) pattern identification;

(e) relationship mapping;

(f) searches; and

(g) subscriber questions.

30.2 AI-generated or AI-assisted material may contain errors or omissions.

30.3 InteliCo may apply human review to material matters but does not guarantee that every output will be reviewed by a person before publication.

30.4 Subscribers must not treat an AI-generated response as a substitute for professional advice.

31. Third-party services

31.1 The Platform may identify separately available services offered by other organisations.

31.2 These may include:

(a) asset recovery services provided by Insolvency & Law Ltd; and

(b) litigation funding opportunities provided by 3Pay Global Ltd.

31.3 InteliCo Group Ltd, Insolvency & Law Ltd and 3Pay Global Ltd are separate and independent legal entities.

31.4 Access to or use of a third-party service will be governed by a separate agreement with the relevant provider.

31.5 Identification of a potentially relevant service does not constitute:

(a) a guarantee of acceptance;

(b) legal advice;

(d) a recommendation; or

(e) confirmation that a viable recovery or claim exists.

32. Platform availability

32.1 InteliCo will use reasonable care and skill in providing the Platform.

32.2 InteliCo does not guarantee uninterrupted or error-free access.

32.3 Access may be interrupted for:

(a) maintenance;

(b) security;

(d) supplier failures;

(e) technical faults;

(f) events outside InteliCo’s reasonable control; or

(g) legal or regulatory reasons.

32.4 InteliCo will seek to restore material interruptions within a reasonable period.

33. Subscriber equipment

33.1 The Subscriber is responsible for:

(a) suitable equipment;

(b) internet access;

(d) cybersecurity on the Subscriber’s device; and

(e) maintaining access to the registered email address.

33.2 InteliCo is not responsible for inability to access the Platform caused by the Subscriber’s equipment, connection or security settings.

34. Accessibility

34.1 InteliCo intends to make the Platform reasonably accessible.

34.2 Subscribers who require reasonable accessibility support should contact InteliCo.

34.3 Nothing in this Agreement prohibits legitimate use of assistive technologies.

34.4 The Subscriber must not misuse accessibility functionality to extract or distribute Intelligence.

35. Privacy and data protection

35.1 InteliCo will process personal information in accordance with:

(a) applicable data-protection law; and

(b) the InteliCo Privacy Notice.

35.2 The Privacy Notice will explain:

(a) what information is collected;

(b) why it is collected;

(d) how account activity is monitored;

(e) how watermarking and attribution operate;

(f) retention periods;

(g) recipients or categories of recipients;

(h) international transfers, where applicable; and

(i) the Subscriber’s rights.

35.3 Privacy information should identify the purposes and lawful bases for processing and, where legitimate interests are relied upon, explain those interests. (ICO)

36. InteliCo’s liability

36.1 Nothing in this Agreement excludes or limits liability where it would be unlawful to do so.

36.2 In particular, nothing excludes liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; or

36.3 Subject to clause 36.1, InteliCo will not be liable for:

(a) investment losses;

(b) loss of anticipated profit;

(d) loss arising from an issuer default;

(e) loss arising from reliance on incomplete or outdated information;

(f) losses caused by third-party sources;

(g) indirect or consequential loss; or

(h) decisions made by the Subscriber.

36.4 Where the Subscriber is not a Consumer, InteliCo’s total aggregate liability arising during any Subscription Period shall not exceed the Subscription Fees paid by that Subscriber during that Subscription Period.

36.5 Clause 36.4 does not apply where such limitation would be unlawful.

36.6 Where the Subscriber is a Consumer, InteliCo is responsible for foreseeable loss caused by InteliCo’s breach of this Agreement or failure to use reasonable care and skill, subject to applicable law.

37. Subscriber indemnity

37.1 Where the Subscriber is acting in the course of business, the Subscriber shall indemnify InteliCo against reasonable losses, liabilities and enforcement costs arising from:

(a) unlawful sharing of Intelligence;

(b) infringement of Intellectual Property Rights;

(d) misuse by an Authorised User; or

(e) a fraudulent or unlawful submission.

37.2 This clause does not apply to a Consumer.

38. Changes to this Agreement

38.1 InteliCo may amend this Agreement where reasonably necessary to reflect:

(a) changes to the Platform;

(b) new services;

(d) security requirements;

(e) changes to payment or delivery arrangements; or

(f) clarification of existing provisions.

38.2 Material changes will be communicated to Subscribers.

38.3 Where required, InteliCo may ask the Subscriber to accept an updated Agreement before continuing to use the Platform.

38.4 Changes will not retrospectively deprive a Subscriber of accrued statutory rights.

39. Communications

39.1 InteliCo may communicate with the Subscriber by:

(a) email;

(b) messages within the Platform;

(d) another agreed method.

39.2 The Subscriber must maintain a valid email address.

39.3 Operational notifications concerning registered AIPs form part of the service and are not necessarily marketing communications.

39.4 Marketing communications will be managed in accordance with applicable law and the Subscriber’s communication preferences.

40. Assignment

40.1 The Subscriber may not transfer, assign or sublicense this Agreement or the Licence without InteliCo’s prior written consent.

40.2 InteliCo may assign or transfer this Agreement as part of:

(a) a corporate restructuring;

(b) a sale of the business or Platform;

(d) a transfer to an affiliated or successor entity,

provided that the Subscriber’s rights are not materially reduced.

41. Third-party rights

41.1 Except as expressly stated, no person other than InteliCo and the Subscriber has any right to enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999.

42. Waiver

42.1 A delay or failure by InteliCo to enforce a right does not waive that right.

42.2 A waiver is effective only if confirmed in writing.

43. Severability

43.1 If any provision is held to be unlawful or unenforceable, it shall be modified to the minimum extent necessary or, where that is not possible, removed.

43.2 The remaining provisions will continue in effect.

44. Entire Agreement

44.1 This Agreement, together with the documents expressly incorporated into it, constitutes the entire agreement concerning the Subscription.

44.2 Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.

44.3 Where the Subscriber is a Consumer, this clause does not exclude rights arising from information which the law treats as binding.

45. Notices

45.1 Formal notices to InteliCo must be sent to:

Email: legal@intelicogroup.co.uk
Address: InteliCo Group Ltd, 78 York Street, London, W1H 1DP

45.2 InteliCo may send formal notices to the email or postal address registered to the Subscriber’s Account.

45.3 An email notice will be treated as received on the next working day after it is sent, unless the sender receives a delivery-failure notice.

46. Complaints

46.1 Complaints may be submitted to legal@intelicogroup.co.uk.

46.2 InteliCo will acknowledge and investigate complaints within a reasonable period.

46.3 Consumer Subscribers may have access to statutory or alternative dispute-resolution rights where applicable.

47. Governing law and jurisdiction

47.1 This Agreement is governed by the law of England and Wales.

47.2 Where the Subscriber is acting in the course of business, the courts of England and Wales shall have exclusive jurisdiction.

47.3 A Consumer who resides elsewhere in the United Kingdom may also have rights to bring proceedings in the courts of the jurisdiction in which the Consumer resides.

47.4 Nothing in this clause removes any mandatory protection available to a Consumer.

48. Survival

The following provisions continue after expiry or termination:

(a) clause 10, Intellectual Property;

(b) clause 11, Public-Source Information;

(d) clause 14, Prohibited Commercial Use;

(e) clause 16, Confidentiality;

(f) clause 18, Access Monitoring;

(g) clause 21, Termination for Breach;

(h) clause 22, Financial Consequences of Breach;

(i) clause 28, No Advice;

(j) clause 29, No Guarantee of Outcomes;

(k) clause 36, Liability;

(l) clause 37, Subscriber Indemnity; and

(m) any other clause which by its nature is intended to continue.

49. Acceptance

By selecting the acceptance box, creating a Subscription or accessing the Platform, the Subscriber confirms that:

(a) the Subscriber has read and understood this Agreement;

(b) the Subscriber agrees to be bound by it;

(d) the Subscriber will not share Confidential Intelligence;

(e) the Subscriber understands that pages may contain visible or invisible Account identifiers;

(f) the Subscriber has reviewed the Privacy Notice; and

(g) where acting for an organisation, the Subscriber has authority to bind that organisation.

SUBSCRIPTION SUMMARY

This summary is completed for each subscriber at purchase, and each bracketed item records a field agreed at that time.

Subscriber: [NAME / ORGANISATION]

Account email: [EMAIL]

Subscription level: [BASIC / INSIGHT / PREMIUM / INTELLIGENT CONNECTIONS]

Subscription Fee: £[AMOUNT] plus VAT, where applicable

Subscription commencement date: [DATE]

Subscription end or renewal date: [DATE]

Automatic renewal: [YES / NO]

Number of Authorised Users: [NUMBER]

Number of permitted AIPs: [NUMBER / UNLIMITED]

Additional agreed features: [DETAILS]