Intropy AI Terms of Service

📅 Updated: 17th March 2025

The following are the Terms of Use for the Intropy AI Platform. Together with the all associated schedules, the “Agreement”. The Intropy AI Platform is provided by INTROPY AI LTD, a corporation oncorporated and registered in England and Wales (“Supplier“). By agreeing to these Terms of Use, you confirm that you are a distributor or manufacturer of spare parts, and that you are an authorized representative of said business. (“Customer”).

OPERATIVE PROVISIONS:

DEFINITIONS AND INTERPRETATION

The definitions and rules of interpretation set out in Schedule 1 apply to this Agreement.

AGREEMENT STRUCTURE
1. This Agreement is a master agreement that sets out a framework for Customer and Supplier to agree individual SOWs (substantially in the form set out in Schedule 2) under which the Supplier shall provide the Services to Customer.
2. Each SOW that has been agreed and executed by Customer and Supplier shall constitute a separate contract for the supply of the Services and shall incorporate and be governed by:
  1. the terms of this Agreement (except clauses 2, 12.3, 13.1 and 13.2), which shall be incorporated by reference in accordance with clause 2.3 below; and
  2. the terms of that SOW,

in descending order of precedence, unless any provision of this Agreement is expressly varied in the relevant SOW.

For the purposes clause 2.2.1, in relation to the terms of this Agreement incorporated into each SOW, any references to “this Agreement” or “the relevant SOW” in such terms shall be deemed to refer to the SOW into which they are incorporated.
PROVISION OF THE SERVICES
1. In consideration of the payment of the Fees and subject to the terms and conditions of this Agreement, Supplier shall provide the Services from the Commencement Date, solely for Customer's internal business purposes and limited to any Usage Rights.
2. Customer acknowledges and agrees that Supplier and its licensors own all Intellectual Property Rights in the Services, Products, Supplier Materials and Software. Except as expressly stated otherwise in this Agreement, Customer is not granted any rights to, or in, any Intellectual Property Rights in respect of the Services, Products, Supplier Materials and Software.
3. Supplier and its licensors will have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual licence to use or incorporate into the Services any enhancement requests or feedback provided by Customer and any Authorised Users, so long as Customer is not identified in any way as the source of such feedback. For the avoidance of doubt, Supplier is not obliged to implement any such enhancement required or feedback.
4. Customer acknowledges that the Services may be provided on Supplier’s behalf by its Affiliates, but Supplier shall remain responsible for the acts or omissions of its Affiliates.
SUPPLIER OBLIGATIONS
1. Supplier shall:
  1. perform the Services in a diligent, orderly and business-like manner with due skill and care in accordance with this Agreement; and
  2. perform its obligations under this Agreement in compliance with all applicable laws.
2. Subject to clause 4.3, Supplier will provide the Services in accordance with the Service Description and the Service Level Agreement.
3. If Supplier fails to comply with its obligation under clause 4.2, Supplier shall rectify, repair or correct such failure in accordance with the Service Level Agreement. Supplier will not be liable for any breach of clause 4.2 (or required to remedy any failure under this clause 4.3) to the extent any breach is caused by: (a) Customer's breach of this Agreement; (b) use of the Services contrary to Supplier's instructions; or (c) modification or alteration of theServices by any party other than Supplier or authorised Supplier Personnel. Subject to clause 12.1, Supplier’s obligation under this clause 4.3 shall be Customer’s sole and exclusive remedy for any breach of clause 4.2.
4. Without limitation to clause 17.1 (Force Majeure), Customer acknowledges that Supplier has no direct control over the availability of bandwidth over the entirety of the internet and that, while Supplier will use such endeavours as Supplier deems appropriate to facilitate the Services, Supplier will not be responsible for delays caused by such unavailability.
CUSTOMER'S OBLIGATIONS
1. Customer shall not, and shall not permit any third party to:
  1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties, attempt to copy, decompile, reverse engineer, disassemble, decrypt, duplicate, modify, create derivative works from or distribute all or any portion of the Services, Products, Supplier Materials, Software or Service Description;
  2. access, develop, supply or market all or any part of the Services in order to build a product or service which replicates, competes with or is substantially similar to the Services; or
  3. attempt to undertake any security testing of the Services without the prior written consent of the Supplier.
2. Customer shall:
  1. ensure that the Authorised Users comply with the terms of this Agreement, and will be responsible for any acts and omissions of the Authorised User as if committed by Customer itself;
  2. provide Supplier with all reasonable co-operation in relation to this Agreement and access to such information as may be reasonably required by Supplier in order to provide the Services;
  3. ensure that the Authorised Users comply with any acceptable use policies specified or provided by Supplier from time to time for the Services or particular Products;
  4. use its best endeavours to prevent any unauthorised access to, or use of, the Services and shall notify Supplier promptly of any such unauthorised access or use;
  5. maintain sufficient licences to any software (from third parties or licensed by Supplier separately to this Agreement) operated using or in conjunction with the Services;
  6. maintain adequate internet connections and technical capabilities to access and use the Services, including complying with the Minimum Technical Requirements. Customer acknowledges that as between the Parties, it is solely responsible for ensuring that its firewalls, security and privacy systems and settings, and other plug-ins or applications, do not interfere with or restrict Customer's, or its Authorised Users', access and use of the Services, and Supplier and Supplier Personnel will have no responsibility or liability in relation thereto;
  7. provide such personnel assistance as may be reasonably requested by Supplier from time to time;
  8. comply with all applicable laws and regulations with respect to its activities under this Agreement;
  9. carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in Customer's provision of such assistance as agreed by the Parties, Supplier may adjust any timetable or delivery schedule set out in this Agreement as reasonably necessary; and
  10. undertake appropriate back-ups to its data and to secure media with such regularity and in such a manner so as to ensure that it can restore such data and media in the event of data loss or corruption from any cause.
3. Neither Party shall (and Customer shall ensure that its Authorised Users do not) store, distribute or transmit any Virus, or any material, information or data through the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities
FEES AND PAYMENT TERMS
1. Supplier will invoice Customer for the Fees and Customer shall pay the Fees to Supplier in accordance with this clause 6 and the Agreed Terms.
2. Prior to each subsequent Year (except the first Year), Supplier may adjust the Transaction Fees payable by Customer in that subsequent Year to reflect any change in the Price Index over the then-current Year.

Payment Terms

Customer shall pay all sums due to Supplier in cleared funds (in the currency specified in the Agreed Terms) into the bank account nominated by Supplier from time to time.
Sums shall be paid in full without set off or deduction. Supplier reserves the right to make provision of the Services subject to receipt of payment of the Fees.
Save as expressly provided in this agreement, all sums paid by Customer are non-refundable.
All sums due to Supplier under or in relation to this Agreement are exclusive of any Sales Tax which will be charged in addition in accordance with the relevant regulations in force at the time of making the relevant taxable supply and shall be paid by Customer in full at the same time as payment is due under the relevant invoice.
If Customer is or may be required under any law or regulation of any governmental entity or authority, domestic or foreign, to withhold or deduct any portion of any payment due to Supplier pursuant to this Agreement and Supplier is unable to reclaim or recover that deduction through the exercise of reasonable efforts, the sum payable to Supplier will be increased by the amount necessary to yield to Supplier an amount equal to the sum it would have received had no withholdings or deductions been made.
If Customer fails to make any payment in accordance with this Agreement, Supplier shall (without prejudice to its other rights and remedies) be entitled to:
1. charge interest on the overdue amount at the lesser of the maximum rate allowed by law or a rate of 5% per month above the base rate of the Bank of England from time to time in force, compounded on a monthly basis, from the date on which such amount fell due until payment, whether before or after judgment; and/or
2. suspend Customer's and the Authorised Users' access to and use of the Services until payment is made by Customer in accordance with this Agreement.