Into Optics ®
Membership Terms and Conditions
1. Application of terms and conditions
1.1. These terms and conditions (“Terms”) apply to the Into Optics membership operated by Early Insight Ltd, trading as Into Optics. By applying to be a member of our Membership, you agree to the following Terms and that these prevail over any inconsistent terms or conditions contained, or referred to, elsewhere or as implied by law, trade custom, practice or course of dealing.
1.2. These Terms should be read in conjunction with our Website Terms of Use, Privacy Policy and Acceptable Use Policy (all of which can be found on our website www.intoptics.com).
1.3. Any content posted or submitted by you to our site [or to our Facebook Group] in the course of your Membership is subject at all times to the Acceptable Use Policy.
1.4. Where you are a corporate entity, “you” as used in these Terms shall be deemed to include your officers and employees and you shall procure that such officers and employees fully comply with these Terms.
1.5 The agreement is between us and you, the person or entity registering to be a member (“you”) and which is subject to these Terms (“Contract”), shall come into effect upon us emailing you to confirm our acceptance of your registration form for the membership and shall continue until terminated in accordance with these Terms.
1.6 If you are purchasing online, the order process will be as follows:
1.7 Complete the required information form ensuring all the correct criteria has been met
1.1.1. Once received, the team will send information regarding the available plans including full price information.
1.1.2. Once we have reviewed the application, we will send an email acknowledging your order with confirmation of acceptance (providing all criteria has been met) along with a direct payment link to the relevant plan.
1.1.3. If at any stage you have made an error in your order, you may email us at info@intooptics.com to correct any errors.
1.1.4 If you are purchasing online, you should print a copy of these Terms for your records as we will not be filing a copy and we may change these Terms from time to time.
2. Membership
Membership provides access to our exclusive future talent programme, resources, outreach plan, quick-start process, community forum, Q&A sessions.
2.1. Membership can be supported through our support packages. These support bundles are based on a set number of hours outlined. 20 hours for package one and 35 hours for package two. They include set-up and hands on guidance. Our managed support programmes are subject to additional terms of business which can be found at the end of this document.
2.2. We may at our absolute discretion refuse membership to any person or entity and we shall not be obliged to state our reasons for such refusal.
2.3. Memberships shall continue unless they are terminated by either of us in accordance with clause 7 below.
2.4. You agree to keep user details and your password for the site confidential at all times and to not disclose them to any third party. You must notify us immediately if you become aware of any unauthorised use of your account and you shall indemnify us against all claims, damages, losses, costs or expenses (including professional fees) and any other liability that arises from any unauthorised use of your account. Unlimited user access is available as part of your user license. These are to be agreed at sign-up. Any additional users need to be sent to the team to be reviewed on a monthly basis. User requests must be sent to support@intooptics.com
2.5. For membership users only (self-directed option) you must enter into a contract directly with the schools with whom you are providing services using our materials, and we shall not be party to such a contract. You must include in such contracts appropriate provisions to fully protect our copyright in the materials and to place an obligation on the school to notify you as soon as reasonably practicable after becoming aware of any potential infringement of our copyright. You must in turn notify us of any suspected infringement within at least three days of notification by the school and neither you nor the school may take action in relation to such infringement without our prior written consent.
2.6. The online materials of the Membership are held on third party secure servers and we have taken all reasonable steps to ensure that the online content will be available at all times during the course of the Programme but in the event that such content (or any content added by you or other participants in the Programme) is not available in whole or in part at any time, or becomes corrupted, is deleted or is failed to be stored, we shall have no liability in any circumstances.
2.7. You may only communicate with the other members in the membership for the purposes of making use of the membership and may not make unsolicited promotions of your goods or services to such members.
2.8. Any digital materials included in the Programme require the following hardware and software and other functional requirements in order to be fully used:
● Devices: Compatible with desktops, laptops, tablets, and smartphones.
● Operating Systems: Windows 10 or later, macOS Mojave or later.
● Minimum Hardware: Intel i3 processor or equivalent, with at least 4GB of RAM.
● Browser Requirements: Up-to-date versions of Chrome, Firefox, or Safari.
● Internet Connectivity: A stable internet connection with a minimum speed of 5 Mbps for optimal performance.
Account Requirements: Members must create and maintain a secured Into Optics account plus free basic accounts on the following platforms to access the materials
● Facebook account (community group)
● Mailchimp account (free access for using email templates)
● Canva account (free to access for using asset bank / editing design templates)
● Guidance will be given on how to set up and utlise the above platforms.
2.8. All digital materials included in the Programme are protected by technical measures including, but not limited to, Digital Rights Management (DRM) systems, access controls requiring user authentication, and usage tracking. Members are prohibited from sharing their login credentials or distributing any content without explicit permission.
.
2.9. The materials we deliver as part of your Membership do not in any way constitute advice or recommendations. We are providing training and guidance only.
[3. Programme
3.1. The Programme will be provided via a series of video modules and our quick start process guide. You can access the content directly from the site at any time you like during the term of your membership.
3.2 The date and time of all welcome and Q&A sessions in the Programme are as set out on the site or as otherwise communicated to you but are subject to change. We will provide you with as much notice of any change as is possible, but we shall not be liable to you in any way for any change to such dates or times. Please check the site [or our Facebook Group] regularly for updates on changes to dates and times.
3.3 If you can’t attend a live Session, we shall provide you with a replay to watch at your convenience. We shall not be obliged to refund you any amounts paid in relation to such live sessions that you don’t attend.
4. Payment
4.1. The total price payable for the Membership is as set out on your payment link / order form / invoice or proposal. Where there is a minimum term, this shall also be set out at the point of sale. You may make payment via the methods that are specified on the order form. Where the payments are stated on the order form to be made in instalments or are recurring payments, you agree that we may take these payments automatically without any further consent or notice from you.
4.2. Where your order is for a 12-month membership, your membership will automatically renew on the date falling 12 months after the date of payment (or as agreed at the time of completing your order). If you do not wish to continue your membership, you must notify us with 30 days notice.
4.3. Without prejudice to any other right or remedy that we may have, if any sum payable under these terms is not paid within 7 days of the date due we reserve the right to (i) charge interest from the date due for payment to the actual date of payment at the rate of 3% above the base rate of TIDE BANK from time to time in force and/or (ii) suspend the Membership until such time as payment is made or the Contract is terminated.
4.4. The total price payable as set out in the order will highlight the addition of Value Added Tax.
4.5. All payments are non-refundable other than as set out in paragraph 7.2 and 7.3 below.
5. Our obligations
5.1. We warrant to you that the Membership is of satisfactory quality and reasonably fit for the purpose for which you purchased the Membership.
5.2. Other than as set out in paragraph 5.1 above, all warranties and representations are excluded to the fullest extent permitted by law. [Due to the nature of coaching and the fact that your success is dependent on a number of factors over which we have no control, we do not guarantee any particular results.]
5.3. We will endeavour to ensure that all information that we provide is accurate and up-to-date but we shall not be liable for any claims arising from such information being inaccurate or not up-to-date or otherwise.
5.4. You acknowledge that your personal data will be processed by and on behalf of us. We will process your personal data in accordance with our Privacy Policy that can be viewed at www.intooptics.com
6. Intellectual Property
6.1. We are the owner or the licensee of all Intellectual Property Rights and all other rights in the materials provided to you by us as part of the Membership (“Materials”) [and all content within the Programme and nothing in these Terms or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in the Materials [or the content of the Programme] to you or to any other person.
6.2. You may not at any time copy, reproduce, publish in any form, share, sell, dispose of or otherwise make available to a third party in any way any of the Materials.
6.3. We grant to you a limited, non-exclusive, non-transferable, non-sub licensable, revocable licence to use all or any of the Materials for the purposes for which the Membership was provided only.
6.4. Except as set out in paragraph 6.3, you may not use any of our intellectual property rights at any time except where duly licensed. Use of our logo is strictly prohibited without our prior written consent.
6.5. You may not without our prior written consent make any audio or visual recordings of any part of our Materials.
6.6. We may from time to time record any or all or any part of the Materials being delivered during your attendance. You authorise us to use your image and voice in any such recordings (and to make use of such recording in any way we think fit) without payment, other condition or need for further consent.
6.7. You acknowledge that certain information contained in the Materials is already in the public domain.
6.8 You acknowledge that the ideas and concepts shared by us within the membership and the method of running the membership are proprietary to us and you shall not take any such ideas, concepts or methods and use them in competition with us or for your own commercial gain.
6.9. The provisions of this paragraph 6 shall survive termination of the Contract.
7. Term and termination
7.1. The Contract shall continue until your membership expires, other than for the Terms that are specifically stated to remain in force which will survive termination of the Contract.
7.2. If you are purchasing as a consumer (as defined in the Consumer Contracts (Information, Cancellaton and Additional Charges) Regulations 2013 – namely you are buying the membership as an individual acting for purposes which are wholly or mainly outside of your trade, business, craft or profession, the following shall apply:
7.2.1 you have the right to cancel this agreement within 14 days of the date of this agreement by emailing us at info@intooptics.com or by using the form of cancellation annexed to this agreement at Annex 1. To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired. If you cancel this agreement, we will reimburse to you all payments received from you in relation to the agreement within 14 days after the date on which we were informed about your decision to cancel this Contract; and
7.2.2 notwithstanding paragraph 7.2.1 above, you agree that we may begin the supply of digital content not on a tangible medium before the end of the cancellation period set out in such paragraph and you acknowledge that you will lose your cancellation rights in relation to such digital content; and
7.2.3 in relation to the provision of any services under this Contract:
7.2.3.1 you hereby request immediate performance of the Contract and acknowledge that you will lose your right of withdrawal from the Contract once the service contract is fully performed; and
7.2.3.2 if you cancel the Contract before the services have been fully performed, you agree that you will pay for the supply of the service for the period for which they are supplied. The amount payable will be in proportion to what has been supplied, in comparison with the full coverage of the Contract.
7.3 If you are not purchasing the membership as a consumer, the above provisions shall not apply.
7.4 After any initial membership term (as stated on the order form) has expired, you may terminate your Membership and the Contract at any time by emailing us at info@intoptics.com (Subject to paragraph 7.2 above [and 7.5)
7.5 no refunds will be provided. Where you have set up recurring payments, it is your responsibility to terminate these payments.
7.6. Notwithstanding the provisions of this paragraph, either of us may terminate the Contract on written notice to the other with immediate effect if at any time:
7.6.1. the other commits any serious or repeated breach or non-observance of any of the provisions of these Terms; or
7.6.2. the other (i) makes a resolution for its winding up, (ii) makes an arrangement or composition with its creditors, (iii) makes an application to a court of competent jurisdiction for protection from its creditors, (iv) is unable to pay its debts, (v) ceases trading or an administration or winding-up order is made or an administrator or receiver is appointed in relation to such party, (vi) is declared bankrupt or (vii) is convicted of a custodial offence (other than a road traffic offence); or
7.6.3. the other party commits any fraud or dishonesty or acts in any manner which in the opinion of the terminating party brings or is likely to bring the terminating party into disrepute or is materially adverse to the interests of the terminating party.
7.7. On or before the date of termination of the Contract, you shall immediately pay any unpaid fees or other sums payable under these Terms (which for the avoidance of doubt shall include any remaining instalments regardless of the point at which the Contract is terminated).
7.8. Termination of this agreement shall not affect either of our accrued rights, remedies, obligations and liabilities of either of us as at the date of termination of this Contract, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination.
7.9. Any delay by us in exercising our right to terminate the Contract shall not constitute a waiver of our right to terminate or to seek any other remedy.
7.10. Paragraphs which expressly or by implication have effect after termination of the Contract shall continue in full force and effect after the date of termination of the Contract.
7.11. This paragraph 7 shall survive termination of the Contract.
7.12. Where the Contract expires, this shall be treated as a termination for the purposes of all paragraphs that refer to “termination”.
8. Liability
8.1. We shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses suffered or incurred by the you as a result of you entering into the Contract and/or us providing the Membership.
8.2. Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall in all circumstances be limited to the price paid by you for the Membership.
8.3. If we are prevented from or delayed in performing our obligations by your act or omission or by any circumstance outside of our control (including illness or incapacity), we shall not be liable to you for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.
8.4. We may, without any liability to you or any obligation to make a refund, make changes to (i) the Membership, (ii) any of the Materials, (iii) the location of venues, (iv) the time and date of sessions, (v) trainers, instructors or coaches or (vi) the modality of delivery of the membership.
8.5. Nothing in this paragraph 8 shall limit our liability for death or personal injury caused by our negligence or for our fraud or fraudulent misrepresentation or for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
8.6. The provisions of this paragraph 8 shall survive termination of the Contract.
8.7. You acknowledge and agree that:
8.7.1. The Contract constitutes the entire agreement and understanding between us and supersedes any previous arrangement, understanding or agreement between us relating to the provision of the Membership (which shall be deemed to have been terminated by mutual consent);
8.7.2. in entering into the Contract you have not relied on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the provision of the Membership other than as expressly set out in the Contract.
9. General
9.1. By applying for Membership you warrant that:
9.1.1. You are legally capable of entering into binding contracts; and are authorised to sign on behalf of your company
9.1.2. You are at least 18 years old; and
9.1.3. That all information you provide us with is materially true and accurate at all times and not misleading in any way.
9.2 You may not transfer any of your rights or obligations under these Terms to another person without our prior written consent. We can transfer all or any of our rights and obligations under these Terms at any time.
9.3 All notices sent by you to us must be sent to INTO OPTICS (EARLY INSIGHT LTD) CO SMITH BUTLER LTD, UNIT 1A, SAPPER JORDAN ROSSI PARK, OTLEY ROAD, BAILDON, BD17 7AX. We may give notice to you at either the e-mail or postal address you provide to us in writing. Notice will be deemed received and properly served 24 hours after an e-mail is sent or two days after the date of posting of a pre-paid first class, recorded delivery or registered letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the first class, recorded delivery or registered post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.
9.4 If any court (or other competent authority) decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be ‘severed’ from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
9.5 If we do not insist on performance of your obligations or we delay in exercising any rights or remedies that we have, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these Terms shall be effective unless we expressly say that it is a waiver and we tell you so in writing.
9.6 We may vary these Terms (other than the price payable by you for the Membership) as we see fit from time to time and if we do, we shall notify you by email of the change of terms. Your continuation with the Membership will be deemed to be your acceptance of any new Terms.]
9.7 You accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our site. You agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
9.8 A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
9.9 These Terms and any dispute or claim arising out of or in connection with it shall be governed by English law and you and we both agree to the exclusive jurisdiction of the English courts.
Terms of business for support packages and consultancy services.
STANDARD TERMS OF BUSINESS
1. Interpretation
1.1 The definitions and rules of interpretation in this clause apply to these
Terms. Capacity: as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.
Confidential Information: confidential information in whatever form relating to
your business, customers, products, affairs and finances for the time being confidential to you.
Contract: the contract between you and us for the supply of Services in accordance with these Terms.
Deliverables: all documents, products and materials developed by us or our agents, subcontractors, consultants and employees in relation to the Services
in any form, including computer programs, data, reports and specifications (including drafts).
[Equipment: any equipment, systems, cabling or facilities provided by you and used directly or indirectly in the supply of the Services.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights
in get-up, rights in goodwill or to sue for passing off, rights in designs, rights, computer software, database rights, rights in confidential information (including
know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights
to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
[Manager: your manager for the Services, appointed by you in accordance with clause 3.2.
Proposal: your order for the Services as set out at the front of these Terms.
Services: the services that we are providing to you in a consultancy capacity as set out in the proposal or at the point of sale.
Terms: the terms and conditions set out in this document.
[Training Session: any training session, seminar or workshop provided by us in accordance with these Terms
We/us: Gemma Drake Trading as Into Optics (Early Insight Ltd) with our address at Unit 1a, Sapper Jordan Rossi Park, Otley Road, Baildon, BD17 7AX,
United Kingdom. Our VAT registration number is 14594415.
writing or written: includes email.
1.2 The headings do not affect the interpretation of these Terms.
1.3 A reference to a particular law is a reference to it as it is in force for the
time being taking account of any amendment, extension, or re-
enactment and includes any subordinate legislation for the time being
in force made under it.
1.4 Unless the context otherwise requires, words in the singular include the
plural and in the plural include the singular.
2. Basis of Agreement
2.1 These Terms and the Proposal constitute the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us that is not set out in these Terms or the Proposal.
2.2 If any of these Terms are inconsistent with any term of the Proposal, the Proposal shall prevail.
2.3 These Terms shall become binding on you and us and a contract shall be formed between us upon the earlier of (a) you signing and returning
to us the Proposal; or (b) you instructing us to commence work in relation to the Proposal (whether in writing, (including by email) or
orally), whichever is the earlier.
2.4 Any quotation for the Services is given on the basis that a binding contract shall only come into existence in accordance with Clause 2.3.
3. Your Duties
You will:
3.1 provide to us all the information we reasonably request to allow us to provide the Services;
3.2 co-operate with us in all matters relating to the Services [and appoint
the Manager in relation to the Services, who shall have the authority contractually to bind you on matters relating to the Services]
3.3 [provide, for us, our agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to your premises, office accommodation, data and other facilities as we reasonably require in order to provide you with the Services;]
3.4 [be responsible (at your own cost) for preparing and maintaining the
relevant premises for the supply of the Services, including identifying, monitoring, removing and disposing of any hazardous materials from your premises in accordance with all applicable laws, before and during the supply of the Services at those premises, and informing us of all of your obligations and actions under this clause 3.4;]
3.5 [inform us of all health and safety rules and regulations and any other reasonable security requirements that apply at your premises;]
3.6 [ensure that all Equipment is in good working order and suitable for the puposes for which it is used in relation to the Services;
3.7 obtain and maintain all necessary licences (including annual subscription to the Into Optics online platform) and consents and comply with all relevant legislation in relation to the Services [and the use of the Equipment], before the date on which the Services are to start.[
4. Our Duties
4.1 We shall:
(a) provide the Services with all due care, skill and ability;
(b) unless prevented by ill health or accident, devote such time to the
carrying out of the Services as may be necessary for their proper performance;
(c) use reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimates only and time for
performance by us shall not be of the essence of this Contract; and
(d) [use reasonable endeavours to observe all health and safety rules and
regulations and any other reasonable security requirements that apply at your premises and that have been communicated to us under clause
3.5, provided that we shall not be liable under these Terms if, as a result of such observation, we are in breach of any of our obligations under these Terms.
4.2 We may use a third party to perform any administrative, clerical, secretarial or other functions which are reasonably incidental to the provision of the Services provided that you will not be liable to bear the cost of such functions.
5. Fees and Booking
5.1 The charges for the Services are as set out in the Proposal or written agreement.
5.2 Where the Services are provided for a fixed price, the total price for the services shall be the amount set out in the Proposal or made clear at the point of sale.
5.3 For [Training Sessions or other] Services where the Proposal refers to one single payment, we will invoice you for the fixed price in advance
5.4 Where the Proposal refers to payment of a deposit, stage payments or retainers we will invoice you for the deposit in advance and for each
stage payment or retainer at the time or at the stage of the project specified in the Proposal.
5.5 Where the Services are provided on a time-and-materials basis:
(a) the charges payable for the Services shall be calculated in accordance
with our standard hourly or daily fee rates as amended from time to time;
(b) our daily fee rates are calculated on the basis of an eight-hour day worked between 8.30-5.30pm.
(c) we shall be entitled to charge overtime at the normal rate for part days and for time worked outside the hours referred to in condition 5.4(b) above on a pro-rata
basis; and
(d) we will invoice you monthly in arrears unless other arrangements (such as stage payments) are set out in the Proposal.
5.6 [Where no specific Training Sessions are specified in the Proposal or where you wish to book additional Training Sessions, you may agree these with us by telephone or email.]
5.7 [Where additional Training Sessions are booked, we will invoice yo after you have made a booking and before the relevant Training
Session(s) and you must pay us in full in cleared funds before the relevant Training Session.]
5.8 All charges are stated exclusive of VAT which shall be added to the
charges at the applicable rate (where necessary).
5.9 You must pay each of our invoices in full, and in cleared funds by the payment method specified on the invoice, within [7] days of the date of
the invoice.
5.10 Without prejudice to any other right or remedy, if you fail to pay the invoice on the due date, we may:
(a) charge interest on the sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of TIDE BANK
, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and you shall pay the interest immediately on demand; and
(b) suspend all Services until payment has been made in full.
5.11 All charges are stated exclusive of expenses incurred by us. Subject to your prior written consent, you will reimburse us for all training
venue, hotel, subsistence, travelling, stationery, materials, postage, other administrative costs and any other ancillary expenses reasonably incurred
by us or the Individual in providing the Services. Such expenses may be invoiced by us at cost at such times as we think appropriate. [Invoices
relating to the costs of hiring training venues must be paid in full in cleared funds prior to the date of the Training Session.
6. Cancellation
6.1 You may cancel any Training Session (but no other Services) by notice in writing to us.
6.2 On cancellation of a Training Session you must pay us the following fees:
(a) if notice of cancellation is received [24/48 hours] or less before the start of the relevant Training Session, a cancellation fee of [100%] of the fee for
the Training Session;
(b) if notice of cancellation is received [7 days or less] before the start of the relevant Training Session, a cancellation fee of [50%] of the fee for the
Training Session; (c) if notice of cancellation is received [more than 7 days but less than 14
days] before the start of the relevant Training Session, a cancellation fee
of [25%] of the fee for the Training Session; and (d) if notice of cancellation is received [more than 14 days] before the start of the relevant Training Session no cancellation fee is payable.
7. Other activities
Nothing in these Terms shall prevent us from being engaged, concerned or having any financial interest in any Capacity in any other business, trade,
profession or occupation provided that such activity does not cause a breach of any of our obligations under these Terms.
8. Confidential information and our materials
8.1 We acknowledge that in the course of providing the Services we will have acess to Confidential Information. We shall not (except in the proper
course of our duties) use or disclose to any third party any Confidential Information.
8.2 You will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and which we or our employees, agents, consultants or subcontractors have disclosed to you and any other confidential iformation concerning our business or our products and services which
you may obtain.
8.3 The restrictions in clauses 8.1 and 8.2 do not apply to:
(a) any use or disclosure required by law or authorised by the party to whom
the information relates; or
(b) any information which is already in, or comes into, the public domain
otherwise than through unauthorised disclosure by the party to whom the information does not relate.
8.4 All materials, equipment and tools, drawings, specifications and data which we supply to you shall, at all times, be and remain our exclusive
property, but shall be held by you in safe custody at your own risk and maintained and kept in good condition by you until returned to us, and shall
not be disposed of or used other than in accordance with our written instructions or authorisation.
9. Data protection
9.1 We will process your personal data in accordance with our Privacy Notice that you can view at www.intooptics.com/privacy-policy
10. Intellectual property
10.1 We are the owner or the licensee of all Intellectual Property Rights and all other rights in the Services and the Deliverables and nothing in these
Terms or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in the Services or the Deliverables. We
grant you a limited, non-exclusive, non-transferable, non-sub licensable revocable licence to use all or any of the Deliverables for the purposes
for which the Services were provided only.
10.2 You grant to us a non-exclusive perpetual, worldwide, royalty free lience to use all or any of your Intellectual Property Rights in any
materials or content you submit to us.
10.3 You acknowledge that, where we do not own any of the materials or content which we submit to you, your use of rights in such materials or
content is conditional on our obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle us to
license such rights to you.
11. Termination
11.1 We may terminate this Contract on [1] months’ notice for any reason with no liability to provide any further services to you.
11.2 You may terminate this Contract if we commit any serious or repeated breach of any of the provisions of this Contract and such breach is not
remedied within 14 days of notification of breach.
11.3 Notwithstanding clause 11.1, we may terminate this Contract with immediate effect with no liability to provide any further services to you
if at any time (a) you fail to make a payment when due and payable under this Contract;
(b) you commit any gross misconduct affecting our business; (c) you commit any serious or repeated breach or non-observance of any of the provisions of this Contract;
(d) you are convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which
a fine or non-custodial penalty is imposed);
(e) you commit any fraud or dishonesty or carry out business or otherwise act in any manner which in our opinion brings or is likely to bring us into
disrepute or is materially adverse to our interests.
(f) an order is made or a resolution is passed for your winding up, or circumstances arise which entitle a court of competent jurisdiction to
make an order winding you up;
(g) an order is made for the appointment of an administrator to manage your affairs, business and property, or documents are filed with a court
of competent jurisdiction for the appointment of an administrator for you, or notice of intention to appoint an administrator is given by you or your
directors or by a qualifying floating charge holder (as defined in
paragraph 14 of Schedule B1 to the Insolvency Act 1986); (h) a receiver is appointed of any of your assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager for you, or if any other person takes possession of or sells your assets; or
(i) you make any arrangement or composition with your creditors, or make an application to a court of competent jurisdiction for the protection of
your creditors in any way, or become bankrupt; or
(j) you cease, or threaten to cease, to trade; or (k) you take or suffer any similar or analogous action in any jurisdiction in
consequence of debt; or (I) being an individual, you are subject to a bankruptcy order or are made bankrupt.
11.4 Our rights under this clause 11 are without prejudice to any other rights that we might have at law to terminate the Contract. Any
delay by us in exercising our rights to terminate shall not constitute awaiver of these rights.
11.5 We shall not be obliged to retain documents and information relating to you after termination of this Contract.
12. Obligations on termination. On termination of this Contract you shall immediately pay to us any unpaid fees or other sums payable under this Contract.
Termination will not affect either party's outstanding rights or duties, including our right to recover from you any money you owe
us under these Terms.
13. Status. Our relationship to you will be that of independent contractor and nothing in these Terms shall render us or the Individual your
employee, worker, agent or partner and we shall not hold ourselves out as such.
14. Limitation of Liability
14.1 Other than (i) liability for death or personal injury to any person caused by our negligence, (ii) liability for any fraud or fraudulent
misrepresentation made by us or (iii) liability for any other matter which we may not legally exclude or limit, we exclude all liability
for any loss or damage suffered by you resulting from the contract (including all consequential loss or damage howsoever caused and whether or not this was in your or our reasonable contemplation and including any loss or damage suffered by you as a result of advice or opinions given by the Individual or by any
of our employees, agents, consultants or subcontractors).
14.2 If we are prevented from or delayed in performing our obligations by your act or omission (or the act or omission of your agents,
subcontractors, consultants or employees) or by any circumstance outside of our control, we shall not be liable for any
costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay. 14.3 In the event that we are found liable to you for any loss or damage, this liability shall be limited to the amount of any fees you paid to us in accordance with these Terms in the 12 months preceding the judgment. In the event that a court of competent jurisdiction does not allow such limitation on liability and awards damages against us in excess of such amount, you agree to release us from all damages and liability in excess of such amount.
14.4 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded
from these Terms. 14.5 This clause 14 shall survive termination of the Contract. 15. Notices
All notices sent by you to us must be sent to support@intooptics.com. We may give notice to you at either the e-mail or postal address you provide to us in the Proposal or as subsequently notified by you. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.
16. Assignment and subcontracting 16.1 We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these
Terms.
16.2 You shall not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of
your rights or obligations under these Terms.
17. General
17.1 If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable
to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
17.2 No failure or delay by us to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that (or
any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
17.3 Except as set out in these Terms, any variation, including the introduction of any additional terms and conditions, to the
Contract, shall only be binding when agreed in writing and signed by us.
17.4 A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of
Third Parties) Act 1999.
17.5 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation
(including non-contractual disputes or claims) shall be governed
by English law and you and we both agree to the exclusive jurisdiction of the English courts.