These Terms of Business govern the supply of intelligence reports and related services by Innotech Recruit Limited, trading as Innotech Business Intelligence (“Innotech”, “we”, “us”), company number 11930968, registered office Innotech House, Beaminster Road, Stockport, Cheshire, SK4 3HT, United Kingdom, to the customer identified in the Order Confirmation (“the Customer”, “you”).
2.1 These Terms apply to the engagement to the exclusion of any other terms the Customer seeks to impose.
3.1 Innotech will provide the Report described in the Order Confirmation and will perform its services with reasonable skill and care.
3.2 The Report provides intelligence and assessment drawn from publicly available sources, cited within it, to inform the Customer’s own evaluation of the matters within the commissioned scope. Innotech does not advise on and assumes no responsibility for any decision or transaction by the Customer. The identification of considerations outside the commissioned scope, and the assessment of the overall merits of any decision, remain matters exclusively for the Customer.
3.3 Statements of fact in a Report attributed to a named source are reports of what that source states. Innotech warrants the accuracy of the attribution and exercises reasonable skill and care in selecting and assessing sources; it does not independently warrant the underlying facts stated by a source. Assessments and opinions in a Report are identified as such.
4.1 The fee for a Report is set out in the Order Confirmation, exclusive of VAT at the standard rate of 20%.
4.2 Payment is made on signing the Order Confirmation. Innotech begins research once funds have cleared and delivers the Report within 5 working days of the funds clearing.
4.3 Where the Order Confirmation specifies a subscription or recurring engagement, it renews every 6 or 12 months unless either party gives 30 days’ written notice before the renewal date stated in the Order Confirmation.
5.1 On payment, Innotech grants the Customer a non-exclusive, non-transferable licence to use the Report for the Permitted Use.
5.2 The licence is revocable only on the Customer’s material breach of these Terms or non-payment. Where the Order Confirmation states that the licence for a custom deliverable is perpetual, that licence survives termination, subject to the use restrictions in these Terms.
5.3 The Customer may not redistribute, resell or publish a Report or a substantial part of it except as permitted by these Terms. Nothing in these Terms restricts any act permitted by the Copyright, Designs and Patents Act 1988, including fair dealing by way of quotation under section 30(1ZA).
6.1 Innotech retains all intellectual property rights in the Reports, including copyright and database rights in the compiled intelligence. The licence in clause 5 does not transfer ownership.
6.2 Where the Order Confirmation provides for a custom deliverable, ownership and licensing of that deliverable are as stated there.
7.1 Innotech warrants that it will perform its services with reasonable skill and care. This is the only express warranty Innotech gives in relation to a Report.
7.2 To the fullest extent permitted by law, all warranties, conditions and terms implied by statute or common law are excluded, save for the warranty in clause 7.1 and save for any liability or term that cannot lawfully be excluded.
7.3 No person other than the Customer is entitled to rely on a Report. Innotech accepts no duty of care or liability to any person other than the Customer in respect of a Report.
8.1 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.
8.2 Subject to clause 8.1, Innotech’s total liability to the Customer, whether arising in contract, tort (including negligence), under statute (including the Misrepresentation Act 1967), or otherwise, arising out of or in connection with an engagement, is limited in aggregate to the total fees paid by the Customer to Innotech in the twelve months preceding the event giving rise to the claim.
8.3 Subject to clause 8.1, Innotech is not liable for loss of profit, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss, however arising.
8.4 The Customer acknowledges that these limits are reasonable, having regard to the fee charged and the basis, set out in clause 3, on which the Report is provided.
9.1 Each party complies with applicable data protection law, including the UK GDPR and the Data Protection Act 2018. Innotech’s processing of personal data is described in its Privacy Policy at https://www.innotechrecruit.com/innotech-bi-privacy.html.
9.2 Where a Report names living individuals, Innotech processes their personal data on the basis of its legitimate interests, as it has documented, and handles objections and access requests in accordance with that law.
10.1 Each party keeps the other’s Confidential Information confidential and uses it only for the purposes of the engagement, except as required by law or regulation.
10.2 This obligation continues for three years after the engagement ends and does not apply to information within the exclusions in clause 1.4.
11.1 Either party may terminate an engagement on written notice if the other commits a material breach that is not remedied within 14 days of notice or becomes insolvent.
11.2 Termination does not affect accrued rights. Clauses 5.2 (perpetual licences), 6, 7, 8, 10 and 13 survive termination.
12.1 These Terms, together with the Order Confirmation for the relevant Report, constitute the entire agreement between the parties in relation to that Report.
12.2 The Customer acknowledges that it has not relied on any statement or representation made by or on behalf of Innotech other than those set out in the Order Confirmation, which is the authoritative description of the deliverable. The Customer is asked to ensure that, before the contract is formed, the Order Confirmation records everything material to its decision.
12.3 Nothing in this clause excludes or limits liability for fraud or fraudulent misrepresentation.
13.1 A person who is not a party to the contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of it.
14.1 The Customer may not assign or transfer its rights without Innotech’s written consent.
14.2 A failure to enforce a term is not a waiver of it.
14.3 If any term is held unenforceable, the remaining terms continue in effect.
14.4 Any variation of these Terms must be in writing and signed by both parties.
14.5 Notices must be in writing and sent to blair.anderson@innotechrecruit.com or the Customer’s address in the Order Confirmation.
15.1 These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter, are governed by the law of England and Wales.
15.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales.