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Terms and Conditions

Last updated 2025/09/18

These Terms and Conditions govern your use of the FusionFlo Suite platform. By checking the box during the subscription process, or by clicking “Accept” when notified of updates, you confirm that you have read, understood, and agree to be bound by these Terms on behalf of yourself and your personnel. If you do not agree, you must not proceed with registration, and if you are already a subscriber, you should cancel your subscription and delete your account.

1. ABOUT US

1.1. Intellicore Limited, a company incorporated and registered in Scotland, with company number SC287466 and registered office at 16 Greenhall Avenue, Insch, Scotland, AB52 6HG (“we”, “us”, “our”), operates the FusionFlo Suite platform (the “Platform”). Reference to Platform also includes all documentation, materials, templates and forms available on the Platform.

1.2. By subscribing to and using the Platform, you (“you”, “your”) agree to be bound by these terms and conditions.

2. SUBSCRIBING TO THE PLATFORM

2.1. We offer a range of subscription packages each with different features and benefits as described on our website (the “Subscription Plans”).

2.2. When you subscribe to one of our Subscription Plans, we grant you a limited, non-exclusive, non-transferable, revocable licence to:

2.2.1. access and use the Platform and its features;

2.2.2. use the templates, tools, and resources made available under your chosen Subscription Plan; and

2.2.3. access any related documentation or materials,

in each case solely for your internal business purposes and in accordance with these terms.

2.3. Your access is limited to the benefits included in your chosen Subscription Plan. The current features of each Subscription Plan are described on our website at the point of subscription and may be updated by us from time to time. We may add, remove or update features of each Subscription Plan from time to time, provided that such changes do not materially reduce the core benefits of your active subscription.

2.4. By creating an account and subscribing to one of our Subscription Plans, you represent and warrant that you (i) have the legal authority to enter into these terms on behalf of the business or organisation you represent; and (ii) are authorised to accept these terms on behalf of that business or organisation.

2.5. You acknowledge and accept that you must provide true, accurate and complete information when creating your account and maintain it throughout the duration of your subscription. You agree to promptly update any information to keep it accurate and complete.

2.6. You are responsible for:

2.6.1. maintaining the confidentiality of your account credentials, including usernames, passwords and any other security information;

2.6.2. all activity that occurs under your account, whether by you or your Authorised Personnel (as defined in Condition 3.2); and

2.6.3. ensuring your Authorised Personnel comply with these Terms.

2.7. You must notify us immediately if you become aware of any unauthorised use of your account or any other breach of security.

2.8. We will not be liable for any loss or damage arising from your failure to comply with this Condition 2, including any misuse of your account by your Authorised Personnel or third parties.

3. USE OF THE PLATFORM

3.1. You agree that you will comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Platform.

3.2. You may permit your authorised personnel (being your employees, officers, contractors or other staff engaged by you) (“Authorised Personnel”) to access and use the Platform, provided such access is solely for your internal business purposes and in accordance with these terms.

3.3. You are responsible for all use of the Platform by your Authorised Personnel. Any act or omission by your Authorised Personnel in connection with the Platform shall be deemed to be your act or omission and you agree to indemnify us and hold us harmless from and against any and all losses, damages, costs, expenses, claims or liabilities suffered or incurred by us arising out of or in connection with any breach of these terms by you or your Authorised Personnel.

3.4. We reserve the right to modify, update, or discontinue any feature, functionality or content of the Platform at any time, without prior notice provided such modifications do not materially reduce the core benefits of your subscription during your current billing period. We may also perform maintenance, upgrades or other improves, which may temporarily affect access. You acknowledge and agree that we will not be liable for any loss, damage or inconvenience cause by such modifications.

4. Forms

4.1. Where your Subscription Plan allows you to create, upload or generate templates, forms or other content on the Platform (“User Content”), you are solely responsible for (i) the legality, accuracy, quality and suitability of such User Content; and (ii) ensuring that it does not infringe the rights of any third party, including intellectual property, privacy or confidentiality rights.

4.2. By creating, uploading, or generating User Content, you grant us a perpetual, irrevocable, royalty-free, non-exclusive licence to use the structure, format and functionally of the User Content (but excluding any confidential or proprietary information contained within it) to improve the Platform and to make similar generic templates or forms available to other users of the Platform.

4.3. We are under no obligation to use any User Content or make it available to other users.

4.4. You represent and warrant that (i) you have all necessary rights to grant the licence in Condition 4.2; and (ii) your User Content does not violate any applicable law, regulation, or the rights of any third party. You agree to indemnify and hold us harmless from and against any loss, damage, claim or liability arising out of or in connection with any User Content you create, upload or generate.

5. Acceptable Use Restrictions

5.1. You irrevocably and unconditionally agree that you will not at any time:

5.1.1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means;

5.1.2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform;

5.1.3. access all or any part of the Platform to build a product or service which competes with the Platform;

5.1.4. use the Platform to provide services to third parties;

5.1.5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party except your Authorised Personnel; or

5.1.6. attempt to obtain, or assist third parties in obtaining, access to the Platform, other than as provided under these terms.

5.2. You irrevocably and unconditionally agree not to use the Platform:

5.2.1. in an unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Platform or any operating system; or

5.2.2. to store, access, publish, disseminate, distribute or transmit any material which (i) is unlawful or, in our reasonable opinion, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (v) is otherwise illegal or causes damage or injury to any person or property.

6. INTELLECTUAL PROPERTY RIGHTS  

6.1. You acknowledge that all intellectual property rights in the Platform anywhere in the world belong to us or our licensors, that rights in the Platform are licensed (not sold) to you, and that you have no rights in, or to, the Platforms other than the right to use them in accordance with these terms.

6.2. You may not, and shall ensure that your Authorised Personnel do not, use our intellectual property rights (including without limitation our name, trademarks or logos) in any manner without our prior written consent.

7. SUBSCRIPTION PLANS

7.1. All subscription fees are stated in GBP and are payable in advance.

7.2. You shall as part signing up to the Platform provide to us valid, up-to-date and complete payment and billing details. By signing up to the Platform, you authorise us to charge your chosen payment method for the subscription fees and any applicable taxes (including VAT) at the start of each billing period.

7.3. Subscriptions are billed on a monthly or annual basis, depending on your selection at the time of subscription.

7.4. Subscriptions automatically renew at the end of each billing period at the same plan and fee then in effect.

7.5. You may upgrade or downgrade your Subscription Plan at any time through your account settings. Cancellation will take effect at the end of the current billing period, unless otherwise required by law.

7.6. If your payment method fails or subscription fees are not received, we may suspend your access to the Platform until payment is received.

7.7. We may, from time to time, change subscription fees. All changes will be notified to you at least [30] days before the new fees take effect. You may cancel your subscription before the changes take effect if you do not agree with the updated fees.

8. NO WARRANTY

8.1. The Platform is provided as is and as available. We do not warrant that the Platform will be uninterrupted, error-free, or meet your particular requirements. All warranties and conditions implied by law are excluded to the fullest extent permitted by law.

9. LIMITATION OF LIABILITY  

9.1. You accept responsibility for the selection of the Platform to achieve your intended results and acknowledge that the Platform has not been developed or designed to meet or support any individual requirements you have, including any particular cybersecurity requirements you might be subject to, or any regulated activity that you may be engaged in, including the provision of an online intermediation service, an online search engine or service that facilitates online interaction between users (such as, but not limited to, a social media platform) (each a Regulated Activity). If you use the Platform for any Regulated Activity you agree to comply with any requirements that apply to such Regulated Activity from time to time (including in any jurisdiction in which you operate or where the Regulated Activity is undertaken) and you shall defend, indemnify and hold us harmless against any loss or damage (including regulatory fines or penalties) costs (including legal fees) and expenses which we may suffer or incur as a result of your breach of this Condition 9.1.

9.2. We only supply the Platform for internal use by your business, and you agree not to use the Platform for any resale purposes.

9.3. We shall not in any circumstances whatever be liable to you, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these terms for:

9.3.1. loss of profits, sales, business, or revenue;

9.3.2. business interruption;

9.3.3. loss of anticipated savings;

9.3.4. wasted expenditure;

9.3.5. loss or corruption of data or information;

9.3.6. loss of business opportunity, goodwill or reputation,

where any of the losses set out in Condition 9.3.1 to Condition 9.3.6 direct or indirect; or

9.3.7. any special, indirect or consequential loss, damage, charges or expenses.

9.4. Other than the losses set out in Condition 9.3 (for which we are not liable), our maximum aggregate liability under or in connection with the Platform whether in contract, delict (including negligence) or otherwise, shall in all circumstances be limited to our annual cap. In this Condition 9.4:

9.4.1. annual cap is an amount equal to the total charges in the contract year in which the default occurred;

9.4.2. a contract year means a 12-month period commencing from the date you subscribe to the Platform or an anniversary of it; and

9.4.3. the total charges means all sums paid by you in respect of the Platform.

9.5. Nothing in these terms shall limit or exclude our liability for:

9.5.1. death or personal injury resulting from our negligence;

9.5.2. fraud or fraudulent misrepresentation; or

9.5.3. any other liability that cannot be excluded or limited by Scots law.

9.6. These terms sets out the full extent of our obligations and liabilities in respect of the supply of the Platform. Except as expressly stated in these terms, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the Platform which might otherwise be implied into, or incorporated in, these terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

10. TERMINATION OR SUSPENSION  

10.1. We may suspend or terminate your licence and access to the Platform (in whole or in part), with or without notice, if:

10.1.1. you or your Authorised Personnel breach these Terms; or

10.1.2. we reasonably suspect that you or your Authorised Personnel have breached these Terms.  

10.2. On termination or suspension for any reason:

10.2.1. all rights granted to you under these terms shall cease; and

10.2.2. you must immediately cease all activities authorised by these terms.

10.3. We may also suspend or terminate your access to the Platform if required by law, regulation, or competent authority, or for operational or security reasons or to suit our convenience.  

10.4. Termination or suspension shall not affect any rights, remedies, obligations or liabilities that have accrued up to the date of termination, including your obligation to indemnify us in accordance with these Terms.

11. COMMUNICATIONS BETWEEN US  

11.1. If we have to contact you, we will do so by email or by pre-paid post to the address set out in your account details.

11.2. Any notice:

11.2.1. given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter; and

11.2.2. given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.

11.3. In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.

12. EVENTS OUTSIDE OUR CONTROL  

12.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these terms that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in Condition 12.2.

12.2. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.

12.3. If an Event Outside Our Control takes place that affects the performance of our obligations under these terms;

12.3.1. our obligations under these terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

12.3.2. we will use our reasonable endeavours to find a solution by which our obligations under these terms may be performed despite the Event Outside Our Control.

13. PERSONAL DATA

13.1. Under Data Protection Legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Platform and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in Privacy Policy   (“Privacy Notice”) and it is important that you read that information.

13.2. By subscribing for one of our Subscription Plans, you consent (and shall procure all required consents, from its Authorised Personnel, in respect of) all actions taken by us in connection with the processing of Personal Data (as defined in Condition 13.3), provided these are in compliance with our Privacy Notice. In the event of any inconsistency or conflict between the terms of the Privacy Notice and these terms, the Privacy Notice will take precedence.

13.3. Where your Subscription Plan allows you or your Authorised Personnel to create, upload or generate content on the Platform that contains personal data (including without limitation staff, contractors, or other individuals) (“Personal Data”), you acknowledge and agree that you are solely responsible for:

13.3.1. Ensuring that you have obtained any required consent, approval or other lawful basis under the UK Data Protection Law (including the UK GDPR and Data Protection Act 2018) to upload and process such Personal Data;

13.3.2. Ensuring that the processing of such Personal Data on the Platform complies with applicable Data Protection Laws; and

13.3.3. Keeping Personal Data accurate, up-to-date and relevant.

13.4. In most cases, we act as a data processor in relation to any Personal Data uploaded to the Platform by you –  we will:

13.4.1. process such Personal Data only in accordance with your instructions and these terms;

13.4.2. implement appropriate technical and organisation measures to protect Personal Data against unauthorised or unlawful processing, accidental loss, destruction or damage; and

13.4.3. only transfer Personal Data outside the UK or European Economic Area where permitted by law or as set out in our Privacy Notice.

13.5. You acknowledge and agree that we may access and use any data you upload to the Platform, including Personal Data, to the extent necessary:

13.5.1. Operate, maintain and improve the Platform;

13.5.2. Process payments, manage subscriptions and perform our obligations under these terms;

13.5.3. Enforce our rights, investigate potential breaches of these terms, or prevent fraudulent or illegal activity;

13.5.4. Ensure compliance with applicable laws, regulations or industry standards.

13.6. You agree to indemnify and hold us harmless against any claim, loss, damage or expense arising from your failure to comply with any data protection laws in respect of Personal Data uploaded or processed via the Platform.

14. OTHER IMPORTANT TERMS  

14.1. We may transfer our rights and obligations under these terms to another organisation, but this will not affect your rights or our obligations under this Licence.

14.2. You may only transfer your rights or your obligations under these terms to another person if we agree in writing.

14.3. These terms and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.

14.4. You acknowledge that by subscribing to the Platform you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms or any document expressly referred to in it.

14.5. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms or any document expressly referred to in it.

14.6. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

14.7. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

14.8. Each of the conditions of these terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

14.9. These terms, its subject matter and its formation (and any non-contractual disputes or claims) are governed by Scots law. We both irrevocably agree to the exclusive jurisdiction of the courts of Scotland.

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