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Welcome to Limitless IT Consultancy! We are The Limitless Corporation Ltd, a company registered in England and Wales with the company number: 15263301 and the registered office address: 28 Wilton Road, Bexhill On Sea, East Sussex, United Kingdom, TN40 1EZ.

  1. INTRODUCTION

    This Privacy Policy is provided by The Limitless Corporation Ltd (trading as Limitless IT Consultancy), a company registered in England and Wales under company number: 15263301 with registered office 28 Wilton Road, Bexhill On Sea, East Sussex, United Kingdom, TN40 1EZ (‘we’, ‘our’ or ‘us’) for use of our products and services including our website https://www.limitlessitconsultancy.com/ (Website) and our consultancy services (together referred herein as Services).

    We take your privacy very seriously. Please read this privacy policy carefully as it contains important information on how and why we collect, store, use and share any information relating to you (your personal data).

    It also explains your rights in relation to your personal data and how to contact us or the relevant regulator in the event you have a complaint. Our collection, storage, use and sharing of your personal data is regulated by law, including under the UK General Data Protection Regulation (UK GDPR).

    We are the controller of personal data obtained via the Services, meaning we are the organisation legally responsible for deciding how and for what purposes it is used.

  2. WHAT THIS POLICY APPLIES TO

    This privacy policy relates to your use of the Services only.

    The Services may link to or rely on other apps, websites, APIs or services owned and operated by us or by certain trusted third parties to enable us to provide you with Services. These other apps, websites, APIs or services may also gather information about you in accordance with their own separate privacy policies. For privacy information relating to these other apps, websites or services, please consult their privacy policies as appropriate. For more information see the section ‘Who we share your personal data with’ below.

  3. PERSONAL DATA WE COLLECT ABOUT YOU

    The personal data we collect about you depends on the particular activities carried out through the Services. We will collect and use the following personal data about you:

    Category of data In more detail
    Identity and account data you input into the Services
    • Your name and email address
    • Your account details, such as username and password
    • Your postal and billing address
    Data collected when you use specific functions in the Services Data you store online with us using the Services including your usage history or preferences (while such data may not always be personal data as defined at law in all cases we will assume it is and treat it in accordance with this policy as if it were)
    Other data the Services collects automatically when you use it
    • Your activities on, and use of, the Services which reveal your preferences, interests or manner of use of the Services and the times of use
    • Your device type, IMEA numbers, MAC address of networks, other unique device identification, device operating system, mobile network information, app version number, storage usage, data usage and time zone settings.
    Data collected when you make an enquiry with us including via any social media platforms
    • Your name, email address and phone number
    • Your social media profile information including any other personal data publicly available on your social media profile or which you supply to us

    If you do not provide personal data we ask for where it is required, including the geo-localisation services, it may prevent us from providing services and/or the Services to you.

    We collect and use this personal data for the purposes described in the section ‘How and why we use your personal data’ below.

  4. SENSITIVE DATA

    Sensitive personal data (also known as special category data) means information related to personal data revealing racial or ethnic origin; political opinions; religious or philosophical beliefs; trade union membership; genetic data; biometric data (where used for identification purposes); data concerning health; data concerning a person’s sex life; and data concerning a person’s sexual orientation.

    Please note that we do not knowingly or intentionally collect sensitive personal data or information about criminal convictions from individuals and that you should not submit sensitive data to us.

    If, however you do submit sensitive data to us, such as if you make this sensitive data available to other users of the Services (such as by publishing it through any forum feature we may make available from time to time) we will assume that you have purposefully made any such sensitive data manifestly public.

  5. HOW YOUR PERSONAL DATA IS COLLECTED

    We collect personal data from you directly when you sign up to the Services, contact us directly or reach out to us via social media, make submissions via the Services when a forum element is available, or indirectly, such as your activity while using the Services.

    At this point in time, we do not collect any personal information about you using cookies or similar technologies. In the event that this were to change and if we were to decide to collect personal data about you using cookies, you would be notified of this change by means of in-app notification, with detailed information regarding our use of cookies and similar technologies to be made available in the relevant cookies policy.

  6. HOW AND WHY WE USE YOUR PERSONAL DATA

    Under data protection law, we can only use your personal data if we have a proper reason, e.g.:

    1. (i) where you have given consent
    2. (ii) to comply with our legal and regulatory obligations
    3. (iii) for the performance of a contract with you or to take steps at your request before entering into a contract, or
    4. (iv) for our legitimate interests or those of a third party

    A legitimate interest is when we have a business or commercial reason to use your information, so long as this is not overridden by your own rights and interests. We will carry out an assessment when relying on legitimate interests, to balance our interests against your own. You can obtain details of this assessment by contacting us (see ‘How to contact us’ below).

    The table below explains what we use your personal data for and why.

    What we use your personal data for Our reasons
    Create and manage your account with us To perform our contract with you or to take steps at your request before entering into a contract
    Providing services and/or the functionalities of the Services to you To perform our contract with you or to take steps at your request before entering into a contract for the Services
    To enforce legal rights or defend or undertake legal proceedings Depending on the circumstances:
    • to comply with our legal and regulatory obligations
    • in other cases, for our legitimate interests or those of a third party, i.e. to protect our business, interests and rights or those of others
    Communications with you not related to marketing, including about changes to our terms or policies or changes to the Services or service or other important notices Depending on the circumstances:
    • to comply with our legal and regulatory obligations
    • in other cases, for our legitimate interests or those of a third party, i.e., to provide the best service to you
    Protect the security of systems and data To comply with our legal and regulatory obligations we may also use your personal data to ensure the security of systems and data to a standard that goes beyond our legal obligations, and in those cases our reasons are for our legitimate interests or those of a third party, i.e., to protect systems and data and to prevent and detect criminal activity that could be damaging for you and/or us
    Operational reasons, such as improving efficiency, training, and quality control or to provide support to you For our legitimate interests or those of a third party, i.e., to be as efficient as we can so we can deliver the best service to you
    Statistical analysis to help us manage our business, e.g., in relation to our performance, customer base, app and functionalities and offerings or other efficiency measures For our legitimate interests or those of a third party, i.e. to be as efficient as we can so we can deliver the best service to you and improve and develop our app
    Updating and enhancing user records Depending on the circumstances:
    • to perform our contract with you or to take steps at your request before entering into a contract (in this case, the contract means the Terms and Conditions of Use which apply to the Services)
    • to comply with our legal and regulatory obligations
    • where neither of the above apply, for our legitimate interests or those owf a third party, eg making sure that we can keep in touch with our customers about their accounts and new products or functionalities related to the Services and our services
    To comply with our legal and regulatory obligations Depending on the circumstances:
    • to perform our contract with you or to take steps at your request before entering into a contract (in this case, the contract means the Terms and Conditions of Use which apply to the Services)
    • to comply with our legal and regulatory obligations
      • where neither of the above apply, for our legitimate interests or those of a third party, e.g. making sure that we can keep in touch with our customers about their accounts and new products or functionalities related to the Services and our services
    To share your personal data with members of our group and third parties in connection with a significant corporate transaction or restructuring, including a merger, acquisition, asset sale, initial public offering or in the event of our insolvency.

    In such cases information will be anonymised where possible and only shared where necessary     		Depending on the circumstances:
    • to comply with our legal and regulatory obligations
    • in other cases, for our legitimate interests or those of a third party, i.e., to protect, realise or grow the value in our business and assets

    See ‘Who we share your personal data with’ for further information on the steps we will take to protect your personal data where we need to share it with others.

  7. MARKETING

    We intend to send you email marketing to inform you of our services such as promotions.

    We will always ask you for your consent before doing sending you marketing communications, except where you have explicitly opted-in to receiving email marketing from us in the past or except where you were given the option to opt-out of email marketing when you initially signed up for your account with us and you did not do so.

    You will have the right to opt out of receiving marketing communications at any time by:

    • contacting us at [email protected]
    • o using the ‘unsubscribe’ link included in all marketing emails you may received from us

    We will always treat your personal data with the utmost respect and never sell or share it with other organisations for marketing purposes.

    For more information on your right to object at any time to your personal data being used for marketing purposes, see ‘Your rights’ below.

  8. WHO WE SHARE YOUR PERSONAL DATA WITH

    We routinely share personal data with service providers we use to help us run our business or provide the services or functionalities in the Services, including developers, cloud storage providers and Google, Inc. for Google Analytics functionality. We exert no control over Google’s Privacy Policy and we therefore recommend that you consult their privacy policy for further information on how Google protect personal data - https://policies.google.com/privacy?hl=en-US.

    We only allow service providers to handle your personal data if we are satisfied they take appropriate measures to protect your personal data. We also impose contractual obligations on service providers to ensure they can only use your personal data to provide services to us and to you.

    We or the third parties mentioned above may occasionally also need to share your personal data with:

    • external auditors, e.g. in relation to the audit of our accounts and our company —the recipient of the information will be bound by confidentiality obligations
    • professional advisors (such as lawyers and other advisors)—the recipient of the information will be bound by confidentiality obligations
    • law enforcement agencies, courts or tribunals and regulatory bodies to comply with legal and regulatory obligations
    • other parties in connection with a significant corporate transaction or restructuring, including a merger, acquisition, asset sale, initial public offering or in the event of our insolvency—usually, information will be anonymised but this may not always be possible, however, the recipient of the information will be bound by confidentiality obligations

    If you would like more information about who we share our data with and why, please contact us (see ‘How to contact us’ below).

    We will not share your personal data with any other third party.

  9. HOW LONG YOUR PERSONAL DATA WILL BE KEPT

    We will keep your personal data for as long as you have an active account with us and for a period of up to 6 years thereafter to comply with any accounting or legal obligations including in the event of the pursuit or defence of legal claims. Once you have closed your account with us, we will move your personal data to a separate database so that only key stakeholders in our business on a ‘need to know basis’ have access to such data.

    Following the end of the of the aforementioned retention period, we will delete or anonymise your personal data.

  10. TRANSFERRING YOUR PERSONAL DATA OUT OF THE UK

    At this point in time, we do not transfer your personal data outside of the UK. If this changes, we would comply with applicable UK laws designed to ensure the continued protection and privacy of your personal data. Any updated destinations to which we send your personal data, would be indicated in the present section and notified to you in accordance with the section on ‘Change to this privacy policy’ below.

    Furthermore, under UK data protection laws, we can only transfer your personal data to a country outside the UK where: the UK government has decided the particular country ensures an adequate level of protection of personal data (known as an ‘adequacy regulation’) further to Article 45 of the UK GDPR; there are appropriate safeguards in place, together with enforceable rights and effective legal remedies for you; or a specific exception applies under relevant data protection law. Accordingly, if we were to start transferring your personal data from the UK to:

    • The EEA: we would rely on the adequacy finding granted by the UK to the EU under the Withdrawal Agreement to do; for any transfers from the EU to the UK, we would rely on the adequacy regulation granted to the UK under the Adequacy Decision.
    • Any country located outside the UK/EEA: we would rely an appropriate safeguards under the UK GDPR, such as by including the relevant Standard Contractual Clauses in our data processing agreements

    In the event we could not or choose not to continue to rely on either of those mechanisms at any time we would not transfer your personal data outside the UK unless we could do so on the basis of an alternative mechanism or exception provided by UK data protection law.

  11. YOUR RIGHTS

    You generally have the following rights, which you can usually exercise free of charge. For more information regarding these rights, please visit the ICO website here.

    Access to a copy of your personal data The right to be provided with a copy of your personal data.
    Correction (also known as rectification) The right to require us to correct any mistakes in your personal data.
    Erasure (also known as the right to be forgotten) The right to require us to delete your personal data—in certain situations.
    Restriction of use The right to require us to restrict use of your personal data in certain circumstances, e.g. if you contest the accuracy of the data.
    Data portability The right to receive the personal data you provided to us, in a structured, commonly used and machine-readable format and/or transmit that data to a third party—in certain situations.
    To object to use The right to object:
    • at any time to your personal data being used for direct marketing (including profiling)
    • in certain other situations to our continued use of your personal data, e.g. where we use you personal data for our legitimate interests.
    Not to be subject to decisions without human involvement The right not to be subject to a decision based solely on automated processing (including profiling) that produces legal effects concerning you or similarly significantly affects you

    We do not make any such decisions based on data collected by the Services.

    For further information on each of those rights, including the circumstances in which they do and do not apply, please contact us (see ‘How to contact us’ below). You may also find it helpful to refer to the guidance from the UK’s Information Commissioner on your rights under the UK GDPR.

    If you would like to exercise any of those rights, please email , call or write to us—see below: ‘How to contact us’. When contacting us please:

    • provide enough information to identify yourself (e.g., your full name and username) and any additional identity information we may reasonably request from you, and
    • let us know which right(s) you want to exercise and the information to which your request relates
  12. KEEPING YOUR PERSONAL DATA SECURE

    We have appropriate security measures to prevent personal data from being accidentally lost, or used or accessed unlawfully. We limit access to your personal data to those who have a genuine business need to access it.

    We also have procedures in place to deal with any suspected data security breach. We will notify you and any applicable regulator of a suspected data security breach where we are legally required to do so.

    If you want detailed information from Get Safe Online on how to protect your information and your computers and devices against fraud, identity theft, viruses and many other online problems, please visit www.getsafeonline.org. Get Safe Online is supported by HM Government and leading businesses.

  13. HOW TO COMPLAIN

    Please contact us if you have any queries or concerns about our use of your information (see below ‘How to contact us’). We hope we will be able to resolve any issues you may have.

    You also have the right to lodge a complaint with the Information Commissioner.

    The Information Commissioner can be contacted at https://ico.org.uk/make-a-complaint or telephone: 0303 123 1113.

  14. CHANGES TO THIS PRIVACY POLICY

    We may change this privacy policy from time to time. When we make significant changes we will take steps to inform you, for example via the Services or by other means, such as email.

  15. HOW TO CONTACT US

    You can contact us by post, email or telephone if you have any questions about this privacy policy or the information we hold about you, to exercise a right under data protection law or to make a complaint.

    Our contact details are shown below:

    • 28 Wilton Road, Bexhill On Sea, East Sussex, United Kingdom, TN40 1EZ
    • [email protected]

Please read this cookie policy carefully as it contains important information on who we are and how we use cookies on our Services. This policy should be read together with our Privacy Policy which set out who we are, how to contact us, what data is collected, how and why we collect, store, use and share personal information generally, as well as your rights in relation to your personal information and details of how to contact us and supervisory authorities if you have a complaint.

  1. COOKIES

    A cookie is a small text file which is placed onto your device (e.g. your smartphone or other electronic device) when you use our Services. When we use cookies on our Services, you will always be informed by a pop-up within the Services.

    Cookies help us to recognise you and your device and allow us to store some information about your preferences or past actions, including your location data (for more information, please see our Privacy Policy).

    For example, we may monitor how many times you use our Services, which parts of the Services you go to, location data. This information helps us to understand use of the Services by our users. Some of this data will be aggregated or statistical, which means that we will not be able to identify you individually.

    For further information on our use of cookies, including a detailed list of your information which we and others may collect through cookies, please see below.

    For further information on cookies generally, including how to control and manage them, visit the guidance on cookies published by the UK Information Commissioner’s Office, www.aboutcookies.org or www.allaboutcookies.org.

  2. CONSENT TO USE COOKIES AND CHANGING SETTINGS

    We will ask for your consent to place cookies or other similar technologies on your device, except where they are essential for us to provide you with a service that you have requested (e.g. to allow you to remain logged-in to the Services as you navigate within the Services and use the Services functionalities).

    You can withdraw any consent to the use of cookies or manage any other cookie preferences by clicking here.

  3. OUR USE OF COOKIES

    The table below provides more information about the cookies we use and why:

    Name Type Purpose
    TERMLY_API_CACHE html_local_storage Used to store visitor’s consent result in order to improve performance of the consent banner.
  4. HOW TO TURN OFF ALL COOKIES AND CONSEQUENCES OF DOING SO

    If you do not want to accept any cookies, you may be able to change your device settings so that cookies (including those which are essential to the services requested) are not accepted. If you do this, please be aware that you may lose some of the functionality of our Services and of other Services you use on your device. For further information about cookies and how to disable them please go to the guidance on cookies published by the UK Information Commissioner’s Office, www.aboutcookies.org or www.allaboutcookies.org.

  5. CHANGES TO THIS POLICY

    We may change this cookies policy from time to time, when we do we will inform you via the Services or by sending an email to the email address you provided when you signed up to the Services.

Safeguarding your Zoho account is our priority, and we understand the importance of maintaining its security. Occasionally, accessing your account might be necessary to provide tailored support. However, we are committed to ensuring that your login credentials remain protected.

In order to maintain the confidentiality of your account, we've implemented a secure protocol. Firstly, we kindly ask you to share your username only with your dedicated consultant via email. Secondly, for enhanced security, we request that you send your password through a text message to +447361592137.

We recognize that sharing passwords can pose certain risks, which is why we emphasize the importance of sending your password securely via text. To mitigate any potential vulnerabilities, we recommend following best practices:

  1. Texting Guidelines: When sending your password, ensure that the message is sent directly to the provided number and not shared through other platforms or communication channels.
  2. Unique Passwords: Consider creating a unique password specifically for this purpose, which you can change after the required assistance has been provided.
  3. Avoiding Sensitive Information: Refrain from including any other sensitive information in the text message, keeping it solely focused on your Zoho account password.

By adhering to these measures, you help minimize the risks associated with sharing sensitive information. We deeply value your trust and take every precaution to ensure the security and privacy of your account details. If you have any concerns or require further clarification on our security measures, please don't hesitate to reach out. Your security is our utmost priority, and we appreciate your collaboration in maintaining the integrity of your Zoho account.

  1. INTRODUCTION
    1. These terms and conditions (Terms) apply when you use this website, https://www.limitlessitconsultancy.com/ (Website).
    2. You agree to be bound by these Terms which form a binding contractual agreement between you and us, The Limitless Corporation Limited(trading as Limitless IT Consultancy) a company registered in England and Wales under company number: 15263301 with registered office 28 Wilton Road, Bexhill On Sea, East Sussex, United Kingdom, TN40 1EZ (Limitless IT Consultancy, our, we or us).
    3. If you don’t agree to these Terms, you must refrain from using the Website.
    4. We may change these Terms at any time by updating this page of the Website, and your continued use of the Website following such an update will represent an agreement by you to be bound by the Terms as amended.
  2. ACCESS AND USE OF THE WEBSITE

    You must only use the Website in accordance with these Terms and any applicable laws, and must ensure that your employees, sub-contractors and any other agents who use or access the Website comply with the Terms and any applicable laws.

  3. YOUR OBLIGATIONS

    You must not:

    1. copy, mirror, reproduce, translate, adapt, vary, modify, sell, decipher or decompile any part or aspect of the Website without our express consent;
    2. use the Website for any purpose other than the purposes of browsing, selecting or purchasing goods;
    3. use, or attempt to use, the Website in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
    4. use, or attempt to use, the Website in a manner that may interfere with, disrupt or create undue burden on the Website or the servers or networks that host the Website;
    5. use the Website with the assistance of any automated scripting tool or software;
    6. act in a way that may diminish or adversely impact our reputation, including by linking to the Website on any other website; and
    7. attempt to breach the security of the Website, or otherwise interfere with the normal functions of the Website, including by:
      1. gaining unauthorised access to Website accounts or data;
      2. scanning, probing or testing the Website for security vulnerabilities;
      3. overloading, flooding, mailbombing, crashing or submitting a virus to the Website; or
      4. instigate or participate in a denial-of-service attack against the Website.
  4. INFORMATION ON THE WEBSITE

    While we make every effort to ensure that the information on the Website is as up-to-date and accurate as possible, you acknowledge and agree that we do not (to the maximum extent permitted by law) guarantee that:

    1. the Website will be free from errors or defects;
    2. the Website will be accessible at all times;
    3. messages sent through the Website will be delivered promptly, or delivered at all;
    4. information you receive or supply through the Website will be secure or confidential; or
    5. any information provided through the Website is accurate or true.

    We reserve the right to change any information or functionality on the Website by updating the Website at any time without notice, including product descriptions, prices and other Website Content.

  5. INTELLECTUAL PROPERTY
    1. We retain ownership of the Website and all materials on the Website (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Website Content) and reserves all rights in any intellectual property rights owned or licensed by it not expressly granted to you.
    2. You may make a temporary electronic copy of all or part of the Website for the sole purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Website or any Website Content without prior written consent from us or as permitted by law.
  6. LINKS TO OTHER WEBSITES
    1. The Website may contain links to other websites that are not our responsibility. We have no control over the content of the linked websites and we are not responsible for it.
    2. Inclusion of any linked website on the Website does not imply our approval or endorsement of the linked website.
  7. SECURITY

    We do not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with use of the Website. You should take your own precautions to ensure that the process that you employ for accessing the Website does not expose you to risk of viruses, malicious computer code or other forms of interference.

  8. REPORTING MISUSE

    If you become aware of misuse of the Website by any person, any errors in the material on the Website or any difficulty in accessing or using the Website, please contact us immediately using the contact details or form provided on our Website.

  9. PRIVACY

    You agree to be bound by our Privacy Policy, which can be found https://www.limitlessitconsultancy.com/legal.

  10. LIABILITY

    We make no warranties or representations about this Website or any of its content and will not be responsible to you or any third party for any direct or consequential loss suffered in connection with the use of this Website. To the maximum extent permitted by law, we exclude any liability that may arise due to your use of our Website and/or the information or materials contained on it. You agree to indemnify us for any loss or liability arising out of your use of this Website.

    To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under these Terms including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.

    Nothing in these Terms shall exclude or limit a party’s liability for fraud or intentional unlawful conduct by a party, or death or personal injury resulting from a party’s negligence.

  11. GENERAL
    1. GOVERNING LAW AND JURISDICTION

      This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

    2. THIRD PARTY RIGHTS

      This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

    3. WAIVER

      No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

    4. SEVERANCE

      Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

    5. JOINT AND SEVERAL LIABILITY

      An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

    6. ASSIGNMENT

      A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

    7. ENTIRE AGREEMENT

      This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

    8. INTERPRETATION
      1. (singular and plural) words in the singular includes the plural (and vice versa);
      2. (gender) words indicating a gender includes the corresponding words of any other gender;
      3. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
      4. (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
      5. (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
      6. (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of these Terms (this agreement), and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
      7. (document) a reference to a document (including these Terms) is to that document as varied, novated, ratified or replaced from time to time;
      8. (headings) headings and words in bold type are for convenience only and do not affect interpretation;
      9. (includes) the word “includes” and similar words in any form is not a word of limitation;
      10. (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision; and
      11. (currency) a reference to £, or “pounds”, is to Pound Sterling currency, unless otherwise agreed in writing.

These terms and conditions (‘Terms’, ‘this agreement’) govern your access to the Services and us providing you any other goods and services as set out in these Terms (Subscription). You can view the most updated version of our Terms at https://www.limitlessitconsultancy.com/legal (Website). Please read these terms and conditions carefully before agreeing to proceed with your Subscription.

Your Subscription is for the tiered package as selected by you and agreed between us by means of the Website (Subscription Tier).

Please note that your Subscription will continue to renew indefinitely, and you will continue to incur Subscription Fees, unless you notify us that you want to cancel the automatic renewal of your Subscription in accordance with clause 3.3. Please ensure you contact us if you want to cancel your Subscription.

  1. READING AND ACCEPTING THESE TERMS
    1. In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.
    2. By clicking the tick box below or clicking the “I accept these Terms” button on our Website paying for your Subscription or otherwise accepting the benefit of any part of your Subscription, you agree to be bound by these Terms which form a binding contractual agreement between you the person acquiring a Subscription or the company you represent and are acquiring the Subscription on behalf of (‘the Client’, ‘you’ or ‘your’) and us.
    3. We may change these Terms at any time by notifying you, and your continued use of the Solution following such an update will represent an agreement by you to be bound by the Terms as amended.
  2. ELIGIBILITY
    1. By accepting these Terms, you represent and warrant that:
      1. you have the legal capacity and authority to enter into a binding contract with us; and
      2. you are authorised to use the payment you provided when purchasing a Subscription.
    2. The Services are not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Services. By using the Services, you represent and warrant that you are either:
      1. over the age of 18 years and accessing the Services for personal and commercial use; or
      2. accessing the Services on behalf of someone under the age of 18 years old and consent to that person’s use of the Services.
    3. Please do not access the Services if you are under the age of 18 years old and do not have your parent or guardian’s consent, if you are under 16 or if you have previously been suspended or prohibited from using the Services.
    4. If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” or “your” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Services on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.
  3. TERM OF THIS AGREEMENT
    1. This agreement and your Subscription commences on the date you agree to be bound by these Terms (as set out at the beginning of these Terms) and continues for the term of your Subscription (Initial Term) and any Renewal Term applicable per clause 3.2, unless terminated earlier in accordance with clause 19 (Term).
    2. Subject to clause 3.3, upon expiration of the Initial Term, this agreement and your Subscription will automatically and indefinitely renew on an ongoing basis for a period equal to the Initial Term (Renewal Term).
    3. This agreement and your Subscription will not automatically renew on expiry of the Initial Term or a Renewal Term (Renewal Date), if either party provides written notice that this agreement will not renew at least 7 days prior to the Renewal Date.
    4. In respect of annual Subscriptions only, at least 30 days prior to the expiry of the Initial Term or a Renewal Term, we will provide you with advanced written notice of the agreement renewing and any applicable changes to the terms of this agreement (Renewal Notice).
  4. ACCOUNTS
    1. (Accounts) To use the Services, you may be required to sign-up, register and receive an account through the Website (an Account).
    2. (Provide Information) As part of the Account registration process and as part of your continued use of the Website, you may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, and other information as determined by us from time to time.
    3. (Warranty) You warrant that any information you give to us in the course of completing the Account registration process is accurate, honest, correct and up-to-date.
    4. (Acceptance) Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account.
  5. SUBSCRIPTION
    1. SCOPE OF SERVICES
      1. For the duration of the Term, we will provide you the services to the extent described in your Subscription Tier on our Website (Services).
      2. Your Subscription includes the benefits and limitations of your Subscription Tier as set out on our Website, or as otherwise communicated to you when you subscribe for your Subscription (and as amended from time to time by notice to you).
      3. Unless otherwise agreed, Limitless IT Consultancy may, in its discretion:
        1. not commence work on any Services until the Client has paid any Fees or deposit payable in respect of such Services; and
        2. withhold delivery of Services until the Client has paid the invoice in respect of such Services.
      4. The Services are provided in respect of the Zoho Software Suite (Software). In order to fully benefit from the Services, the Client must have a valid subscription or licence for the Software (Software Licence) during the Term.
    2. SUBSCRIPTION TIERS
      1. Each Subscription is tied to a single Software Licence. If you are a large company or a collection of companies with multiple Software Licences, Limitless IT Consultancy offers a multi-subscription bundle based on the number of subscriptions required.
      2. You may notify us that you would like to upgrade or downgrade your Subscription Tier at any time. If you do, we will:
        1. take reasonable steps to promptly provide you with access to the new Subscription Tier; and
        2. upon providing such access, apply the new, relevant Subscription Fees, to the Renewal Period immediately following the period in which your access to the new Subscription Tier was provided, and you will be charged at the new Subscription Fee in every subsequent Renewal Period.
      3. If you choose to downgrade your Subscription, access to the new Subscription Tier and the new Subscription Fees will kick in at the start of the next Renewal Period, unless we notify you otherwise. We generally do not pro-rate downgrades in between Renewal Periods, however we reserve the right to from time to time.
      4. If you choose to downgrade your Subscription, you acknowledge and agree we are not liable, and you release us from all claims in relation to, any loss of content, features, or capacity, including any User Data.
    3. EXCLUSIVITY
      1. The Client agrees and warrants that:
        1. it appoints Limitless IT Consultancy to provide the Services on an exclusive basis for the Term;
        2. it will not make the same or similar arrangements with any third party service providers while it is receiving the Services; and
        3. it will not allow any third party to perform services in relation to their business that are the same as, or similar to, the Services, while they are receiving the Services from Limitless IT Consultancy.
    4. SERVICE LIMITATIONS
      1. The Services are made available to the Client strictly on an ‘as is’ basis. Without limitation, the Client acknowledges and agrees that Limitless IT Consultancy cannot guarantee that:
        1. the Services will be free from errors or defects; or
        2. the Services will be accessible at all times.
    5. CORRECTION OF DEFECTS
      1. Subject to our “fair use policy” we will correct any errors, bugs or defects in the Services which arise during the Term, and which are notified us by the Client unless the errors, bugs or defects result from the use of the Services by the Client other than in accordance with this agreement.
      2. You agree to provide us with reasonable access to your business premises, employees and IT systems (including Hardware and Software) to allow us to correct any defects in the Services.
    6. EXCLUSION OF OTHER WARRANTIES
      1. To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in this agreement are excluded.
  6. SERVICES
    1. TASKS
      1. As part of your Subscription and the Services, you may request Deliverables by adding a task to the queue on the Website (Task).
      2. We will complete Tasks and deliver the relevant Deliverable on a first-in, first-out basis.
      3. Limitless IT Consultancy aims to complete each Task within a couple of days, but this time can be increased if the Task is complex (in the reasonable opinion of Limitless IT Consultancy). Where possible, Limitless IT Consultancy will work with the Client to break down large/complex Tasks into smaller Tasks that can each be delivered more rapidly.
      4. We will use best endeavours to complete Tasks in a reasonable timeframe and to provide you with an indication on timeframes. Most Tasks will be completed within 2 business days. However, we cannot guarantee that Tasks will be delivered within any particular timeframe.
      5. For the avoidance of doubt, adding a Task does not guarantee the Task will be completed within the Term. If we do not expect a Task to be completed within your Subscription Term, we will notify you.
    2. MEETINGS
      1. As part of your Subscription, the Client is entitled to one 30-minute remote meeting every 2 weeks (Meeting).
      2. If the Client does not attend a Meeting or fails to provide 24 hours’ notice to reschedule a Meeting, that Meeting is forfeited and the Client will not be entitled to any additional or supplementary Meetings as part of their Subscription in that week.
    3. SUPPORT PORTAL
      1. The Subscription includes access to a support portal on our Website (Portal).
      2. The Portal contains information, articles and materials including but not limited to videos on the Software (General Materials), as well as Client-specific information and materials relating to the Services (Client-related Materials).
      3. Access to the General Materials is limited to the Term of your Subscription. Upon the termination or expiry of the Term, you will receive a download link containing any Client-Related Materials to keep for internal use only and subject always to the terms of this agreement.
    4. DEDICATED CONSULTANTS
      1. You will be assigned a dedicated Limitless IT Consultancy employee or agent (Consultant) as your primary contact for the Services.
      2. We reserve the right to use different Consultants to complete your Tasks where practical.
      3. If your Consultant is unassigned from you, or ceases to work for Limitless IT Consultancy:
        1. We will assign you a replacement Consultant; and
        2. Extend your Subscription, on a complimentary basis, for one month.
    5. SITE VISITS
      1. Annual Subscriptions include a one-day site visit (Site Visit) where Client’s Consultant will attend the Client’s business site (subject to clause 6.5.3) and work with the Client’s team in person.
      2. Subject to clause 6.5.3, additional Site Visits can be provided at an additional cost of £1000+VAT per day.
      3. Site Visits are only available to clients based on the UK mainland and are non-refundable.
    6. DELIVERABLES
      1. As part of providing the Services, Limitless IT Consultancy may develop or create for, or share with, the Client certain deliverables including but not limited to enhancements, add-ons and plug-ins for the Software (Deliverables).
      2. Limitless IT Consultancy retains all Intellectual Property Rights in the Deliverables, and grants to the Client a limited licence as set out in clause 16.
      3. Any time frame agreed for the performance of the Services is indicative only and subject to change on notice by Limitless IT Consultancy.
    7. HOURS OF AVAILABILITY
      1. Limitless IT Consultancy and its Consultants work Monday to Friday 9am to 5pm excluding:
        1. Public holidays in the United Kingdom; and
        2. Our designated holiday shut-down period being 20 December to 1 January (inclusive), or such other period as notified to the Client in writing or on our Website
        (Working Hours).
      2. The Services, including the completion of any Tasks and Deliverables, will be completed solely during Working Hours.
      3. The Client acknowledges and agrees that Limitless IT Consultancy, including the Consultant, may not be available outside of Working Hours.
  7. FAIR USE
    1. Our Services are subject to a “fair use policy”, under which you must not use the Services in a way that a reasonable person would consider to be unreasonable. We reserve the right to determine whether the fair use policy has been breached and inform you that you have exhausted your Services for the relevant billing month.
    2. While we will endeavour to provide the Services and/or any Deliverables within a reasonable amount of time after your request, the time required will depend on the nature of the Deliverables and may be impacted by other factors. We will always try to provide you with an estimated delivery date for a Deliverable, but we do not make any guarantees in respect of response times or availability.
    3. The Client is solely responsible for all internal administration and managing access, including storing back-up passwords and assisting your personnel to access and use the Services.
    4. The Client will not have any claim for delay to your access or use of the Software due to any failure or delay in the Services.
  8. SECURITY
    1. Limitless IT Consultancy will use its reasonable efforts to ensure that the Client’s information or data (Client Data) is stored securely. Limitless IT Consultancy will limit all Client Data stored on its own devices or systems to what is absolutely necessary. However, Limitless IT Consultancy is not providing IT security services and does not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to the Client Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference on the Client’s systems.
  9. DISCLAIMER
    1. The Client acknowledges and agrees that:
      1. all information provided as part of the Services is an opinion only, based on Limitless IT Consultancy’s experience and best practice;
      2. The Services and Deliverables are reliant on, and/or integrated with, the Software and if the Client’s Software Licence is terminated, cancelled or suspended for any reason, or the Software is unavailable, inoperative, down, offline, under maintenance, updated or subject to any enhancements or changes, whether on a temporary or permanent basis, then the Deliverables and/or Services may not be suitable, or may become inoperable or redundant;
      3. Limitless IT Consultancy does not guarantee any particular outcome on any issue, if the Client relies on the Services; and
      4. it is the Client’s responsibility to comply with applicable law and regulations relevant to the Client’s business, including but not limited to employment, data protection and privacy law.
  10. SOFTWARE & THIRD PARTY SERVICES TERMS
    1. Obtaining the Software Licence, including any costs or fees, is solely the Client’s responsibility. Limitless IT Consultancy will in no way be liable for any fees, costs or charges associated with the Software Licence.
    2. If the Client does not have a Software Licence for any part of the Term, the Client acknowledges and agrees that they may not be able to benefit from the Services. Limitless IT Consultancy will not provide a refund of any Fees under this agreement if the Client does not a Software Licence for part of the Term. The Client may elect to terminate their Subscription, subject to clause 19.
    3. The Client acknowledges and agrees that the Software’s own terms and conditions (Software Terms) will apply to use of the Software.
    4. The Client agrees to Software Terms applicable and Limitless IT Consultancy will not be liable for any loss or damage suffered by the Client in connection with such Software Terms.
    5. The Client acknowledges and agrees that if it does not agree to the Software Terms, this may affect Limitless IT Consultancy’s ability to deliver the Services.
    6. THIRD PARTY SOFTWARE
      1. The Client acknowledges and agrees that issues can arise when data is uploaded to software, when data is transferred between different software programs, and when different software programs are integrated together. Limitless IT Consultancy cannot guarantee that integration processes between the Software and other software programs or IT systems (other than as contemplated by the Services) will be free from errors, defects or delay.
      2. The Client agrees that Limitless IT Consultancy will not be liable for the functionality of any third party goods or services, including any third party software, or for the functionality of the Software if the Client integrates it with third party software, or changes or augments the Software, including by making additions or changes to the Software code or by incorporating APIs into the Software, other than as contemplated in the Services.
      3. If the Client adds third party software or software code to the Software, integrates the Software with third party software, or make any other changes to the Software, including the Software code (User Software Changes), then:
        1. the Client acknowledges and agrees that Client Solution Changes can have adverse effects on the Services, including the Software;
        2. the Client indemnifies Limitless IT Consultancy in relation to any loss or damage that arises in connection with the Client Solution Changes;
        3. Limitless IT Consultancy will not be liable for any failure in the Services or the Software, to the extent such failure is caused or contributed to by a User Software Change;
        4. Limitless IT Consultancy may require the Client to change or remove Client Solution Changes, at Limitless IT Consultancy’s discretion, and if Limitless IT Consultancy does so, the Client must act promptly;
        5. Limitless IT Consultancy may need to change or remove any Client Solution Changes, in its absolute discretion, to deliver the Services. Limitless IT Consultancy will not be liable for loss of data or any other loss or damage the Client may suffer in relation to Limitless IT Consultancy’s amendment to, or removal of, any User Software Change.
    7. ADDITIONAL THIRD PARTY TERMS & CONDITIONS
      1. If the Services involve Limitless IT Consultancy acquiring goods and services supplied by a third party on the Client’s behalf, the Client acknowledges that third party terms & conditions (Third Party Terms) may apply.
      2. The Client agrees to any Third Party Terms applicable to any third party goods and services that are used in performing the Services or providing any deliverables, and Limitless IT Consultancy will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms.
  11. EXTERNAL PROVIDERS
    1. Limitless IT Consultancy may refer the Client to engage certain external third party providers (External Providers) (Referrals). The Client should complete their own due diligence before engaging any External Providers, and agrees that Limitless IT Consultancy will not be liable for any loss or damage the Client suffers by using such External Providers.
  12. CLIENT OBLIGATIONS
    1. PROVIDE INFORMATION
      1. The Client must provide Limitless IT Consultancy with all documentation, information and assistance reasonably required by Limitless IT Consultancy to perform the Services.
      2. The Client must provide feedback on all documents or other mock-ups provided to the Client within the agreed time frame, if feedback is included in the Services. If the Client delays in providing any feedback, there may be delays in the Services which Limitless IT Consultancy will not be liable for.
      3. The Client warrants that all information, documentation and other material it provides to Limitless IT Consultancy for the purpose of receiving the Services, including company information, marketing information, financial records and commercial information, is complete, accurate, compliant with any applicable laws and industry regulations, and up-to-date.
      4. The Client releases Limitless IT Consultancy from all liability in relation to any loss or damage arising out of or in connection with the Services, to the extent such loss or damage is caused or contributed to by information, documentation or any other material provided by the Client being incomplete, inaccurate or out-of-date.
    2. USE OF THE SERVICES
      1. The Client must not, and must not encourage or permit any user or any third party to, without Limitless IT Consultancy’s prior written approval:
        1. upload sensitive information or commercial secrets to the Services;
        2. upload any harmful, discriminatory, defamatory, maliciously false implications, offensive, explicit, inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material to the Services;
        3. upload any material that is owned or copyrighted by a third party;
        4. make copies of the Deliverables or Services;
        5. publish or otherwise communicate the Deliverables or Services to the public, including by making it available online or sharing it with third parties, except with the prior written consent of Limitless IT Consultancy (in their absolute discretion);
        6. sell, loan, transfer, sub-licence, hire or otherwise dispose of the Deliverables or Services to any third party;
        7. attempt to circumvent any technological protection mechanism or other security feature of the Software or Deliverables;
        8. permit any person other than Licensed Users to use or access the Deliverables or Services;
        9. use the Services or Deliverables for any purpose other than for the purpose for which it was designed, such as not using the Services or Deliverables in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity.
    3. ACCESS
      1. The Client agrees to provide Limitless IT Consultancy with access to the Client’s premises, operating systems, Software and personnel, to the extent required to perform the Services, as reasonably required by Limitless IT Consultancy to perform the Services.
    4. CLIENT MATERIALS
      1. The Client warrants that all information, documentation and other material they provide to Limitless IT Consultancy for the purpose of receiving the Services is complete, accurate and up-to-date.
      2. The Client acknowledges and agrees that Limitless IT Consultancy will rely on the accuracy of any specifications and other information the Client provides.
      3. The Client releases Limitless IT Consultancy from all liability in relation to any loss or damage that may arise in connection with the Services, to the extent it is caused or contributed to by information, documentation or any other material provided by the Client being incomplete, inaccurate or out-of-date.
    5. COMPLIANCE WITH LAWS
      1. The Client agrees that it will not by receiving or requesting the Services:
        1. breach any applicable laws, rules and regulations (including any applicable data protection laws); or
        2. infringe the intellectual property rights or other rights of any third party or breach any duty of confidentiality.
  13. PAYMENT
    1. SUBSCRIPTION FEES
      1. You must pay subscription fees to us in the amounts specified on the Website for your Subscription Tier, or as otherwise agreed in writing (Fees).
      2. Fees for the Subscription are fixed for the duration of the Term.
      3. If for any reason the Subscription is terminated, any later commencement of a Subscription will be at the price of that Subscription Tier at that point in time.
      4. To the maximum extent permitted under statutory provisions, any Fees paid in accordance with this agreement are non-refundable.
      5. We reserve the right to suspend Services (including the IP licence contained in clause 16) until payment of the Fees has been made.
      6. If you fail to pay the Fees in accordance with this agreement, we reserve the right to terminate your Subscription and any re-commencement of your Subscription will be subject to clause 13.1.1.
      7. Unless otherwise agreed in writing, the Fees are due and payable on a recurring basis for the duration of your Subscription, with the first payment being due on the first day of the Term and at the beginning of every Renewal Term thereafter.
    2. AUTOMATIC RECURRING BILLING
      1. Your Subscription will continue to renew on an automatic indefinite basis unless you notify us that you wish to cancel in accordance with clause 3.3.
      2. While your Subscription is maintained, your Fees will continue to be debited at the beginning of each Renewal Term from the payment method you nominated when you registered for an Account.
      3. By signing up for a recurring Subscription, you acknowledge and agree that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation of your Subscription.
    3. LATE PAYMENTS
      1. We reserve the right to suspend all or part of the Solution indefinitely if you fail to pay any Fees in accordance with this clause 13.
    4. ONLINE PAYMENT PARTNER
      1. We may use third-party online payment partner, currently Stripe (Online Payment Partner) to collect Subscription Fees.
      2. Provided that the Service Provider has notified the Client of such Third Party Terms and provided the Client with a copy of those terms, you acknowledge agree that:
        1. the processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner, which can be found here;
        2. you release us and our Personnel in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment; and
        3. We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.
      3. You have the right to reject any terms and conditions of the Online Payment Partner. If you reject those terms, please contact us immediately. We reserve the right to suspend your Subscription and the provision of the Services until we have received payment of the Fees.
    5. EXPENSES
      1. Unless otherwise agreed:
        1. any third-party costs incurred by Limitless IT Consultancy in the course of performing the Services may be billed to the Client and the Client agrees to reimburse Limitless IT Consultancy for all reasonable expenses incurred by Limitless IT which have been agreed in writing by the Client (or the Client’s nominated representative); and
        2. Limitless IT Consultancy reserves the right to require payment of certain expenses in advance.
    6. VAT
      1. Unless otherwise indicated, the Fees do not include VAT. In relation to any VAT payable for a taxable supply by Limitless IT Consultancy, the Client must pay the VAT subject to Limitless IT Consultancy providing an invoice outlining the VAT.
  14. ACCREDITATIONS
    1. Unless otherwise agreed in writing:
      1. Limitless IT Consultancy retains the right to describe the Services and reproduce, publish and display the Deliverables in Limitless IT Consultancy’s portfolios and websites and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Services and Deliverables in connection with such uses; and
      2. In connection with such uses under this clause, Limitless IT Consultancy may:
        1. exercise such rights after termination of this agreement, and if the Client is no longer a client of Limitless IT Consultancy;
        2. be credited with authorship of the Services and Deliverables; and
        3. refer to the Client, and use the Client’s name, logos and other branding (acting reasonably, and without holding itself out as acting on behalf of the Client).
  15. CONFIDENTIALITY AND DATA PROTECTION
    1. CONFIDENTIALITY
      1. Except as contemplated by this agreement, neither party must not and must not permit any of its officers, employees, agents, contractors or related companies to use or to disclose to any person any Confidential Information disclosed to it by the other party without its prior written consent.
      2. (b) This clause does not apply to:
        1. information which is generally available to the public (other than as a result of a breach of these terms or another obligation of confidence);
        2. information required to be disclosed by any law or regulation; or
        3. information disclosed by Limitless IT Consultancy to its subcontractors, independent contractors, officers, directors, employees, cloud storage providers, agents or professional advisers for the purposes of performing the Services or its obligations under this agreement.
      3. For the purposes of this clause 15.1, “Confidential Information” means information of or provided by a party to the other party under or in connection with this agreement that is by its nature confidential information, is designated by the party as confidential, or the other party knows or ought to know is confidential, but does not include information which is or becomes, without a breach of confidentiality, public knowledge.
    2. DATA PROTECTION
      1. Words and phrases in this section shall have the meaning given to them by applicable data protection and privacy laws, including the General Data Protection Regulation 2016/679 (GDPR) and applicable national legislation that implements or supplements the GDPR or otherwise applies to data protection and privacy, and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated (Data Protection Legislation) and the terms “controller”, “processor”, “process” and “personal data” shall have the meanings given to those terms in such Data Protection Legislation.
      2. During and after the delivery of the Services, the Client agrees that Limitless IT Consultancy will be processing personal data for its own purposes and as such will be a controller under the Data Protection Legislation and this includes (but is not limited to) the following purposes:
        1. Limitless IT Consultancy providing the Services;
        2. Limitless IT Consultancy and/or our independent contractors and third party suppliers may use the contact details of the Client and the Client’s representatives to send marketing materials or other publications;
        3. Limitless IT Consultancy may process personal data concerning its other clients and contacts in other ways for its own business purposes;
        4. Limitless IT Consultancy may process and transfer personal data as necessary to effect a re-organisation of its business; and
        5. Limitless IT Consultancy may share personal data with other legal or professional advisers used by us to provide the Client with legal or professional services.
      3. During and after the delivery of Services, there may be limited occasions where Limitless IT Consultancy may process on the Client’s behalf as a processor any personal data the Client have provided to Limitless IT Consultancy. Limitless IT Consultancy will advise the Client in writing where Limitless IT Consultancy believes Limitless IT Consultancy may act as a processor and any such processing shall be in accordance with, and subject to, the Client’s instructions.
      4. Before performing the processing, Limitless IT Consultancy shall document within the instructions the subject matter and duration of the processing, the nature and purpose of the processing, the types of personal data and categories of data subjects and the other terms prescribed by the Data Protection Legislation. Limitless IT Consultancy will ensure that all appropriate technical and organisational measures are taken to protect any personal data supplied by the Client to Limitless IT Consultancy against unauthorised or unlawful processing, accidental loss, destruction or damage, including when Limitless IT Consultancy subcontract any processing (for example, in the case of external storage of data).
      5. The Client’s instructions are taken to include the use by Limitless IT Consultancy, where appropriate, of independent contractors and third party suppliers appointed by us for functions such as data and file storage, back-up, destruction, billing, debt collection, legal processing and the like, in accordance with the foregoing.
      6. By entering into this agreement the Client gives positive consent for Limitless IT Consultancy to obtain, store and process information about the Client as described in the preceding paragraphs. The Client agrees that where necessary the Client will have satisfied relevant statutory ground under the Data Protection Legislation in connection with the above-described categories of processing, before providing Limitless IT Consultancy with personal data. It is also a term of this agreement that any personal data supplied by Limitless IT Consultancy to the Client about employees/independent contractors of Limitless IT Consultancy and/or any third parties may only be used for the express purposes for which that information is provided to the Client.
      7. Each party shall comply with the terms of the Data Protection Legislation.
  16. INTELLECTUAL PROPERTY
    1. CLIENT CONTENT
      1. The Client grants to Limitless IT Consultancy (and its subcontractors, employees or agents) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the Client Content to the extent reasonably required to perform any Services.
      2. The Client:
        1. warrants that Limitless IT Consultancy’s use of Client Content as contemplated by the this agreement will not infringe any third-party Intellectual Property Rights; and
        2. will indemnify Limitless IT Consultancy from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.
    2. OUR IP
      1. The Client will not acquire Intellectual Property Rights in any Limitless IT Consultancy IP. Any Developed IP will be solely and exclusively owned by Limitless IT Consultancy.
      2. Subject to receiving payment of the Fees, Limitless IT Consultancy grants to the Client a non-exclusive, royalty free, non-transferable, worldwide and revocable licence to use Limitless IT Consultancy IP and any Developed IP to the extent required for the Client to use, enjoy the benefit of or exploit the Services and/or Deliverables.
    3. DEFINITIONS
      1. For the purposes of this clause 16:
        1. “Client Content” means any documents or materials supplied by the Client to Limitless IT Consultancy under or in connection with this agreement including any Intellectual Property Rights attaching to those materials.
        2. “Developed IP” means any materials produced by Limitless IT Consultancy in the course of providing Services or Deliverables including photographs, documentation, reports, data, designs, concepts, know-how, information, advice, opinions, emails, notes whether in draft or final form, in writing, provided orally, either alone or in conjunction with the Client or others, and any Intellectual Property Rights attaching to those materials.
        3. “Limitless IT Consultancy IP” means all materials owned or licensed by Limitless IT Consultancy that is not Developed IP and any Intellectual Property Rights attaching to those materials.
        4. “Intellectual Property Rights” means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement.
  17. SUBCONTRACTING
    1. Limitless IT Consultancy may subcontract the provision of the Services without obtaining the prior approval of the Client, including where Limitless IT Consultancy requires third party expertise. The Client may request to be told the name of any subcontractors working on the Services. Limitless IT Consultancy will not provide copies of any subcontracts to the Client.
  18. LIMITATION OF LIABILITY
    1. To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.
    2. To the maximum extent permitted by the applicable law, neither Limitless IT Consultancy, nor any of Limitless IT Consultancy’s employees, contractors, directors, officers or agents (Personnel) will be liable to the Client for:
      1. any incidental, punitive, indirect, special or consequential damage, loss or expenses, including but not limited to any loss of business, contracts, revenue, or profits, any business interruption, security breach, loss of data, loss of goodwill or reputation or other pecuniary loss suffered by the Client, even if Limitless IT Consultancy or any of its Personnel have been advised of their possible existence, arising in connection with the provision of the Services or this agreement; nor
      2. any direct damage loss or expenses arising from loss of customers, loss of profits, loss of anticipated profits or loss of savings, arising in connection with the provision of the Services or this agreement
    3. To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under this agreement or in connection with the provision of the Services including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in England and Wales (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.
    4. Without prejudice to the limitation of liability provisions above, in the event that the Client incurs any loss, damage or expense arising out of this agreement, the Client agrees that Limitless IT Consultancy’s maximum liability to the Client shall be limited to either (a) the total amounts paid by you to us for the provisions of the Services under which the liability arose, or (b) where the liability does not relate to the Services, the sum of £500.
  19. TERMINATION
    1. TERMINATION RIGHTS
      1. Limitless IT Consultancy may terminate this agreement for any reason at any time by providing 30 days’ written notice to the Client. The date of termination will be the date that is 30 days from the date of the notice. We will refund the Fees paid for the Services not delivered on a pro-rata basis.
      2. The Client may terminate this agreement for any reason at any time by providing 7 days’ written notice to Limitless IT Consultancy prior to the end of the then current Term. The date of termination will be the date end of the then current Term.
      3. Either party (Non-Defaulting Party) may terminate this agreement immediately by written notice to the other party (Defaulting Party) if the Defaulting Party:
        1. is in material breach of this agreement and either:
          1. fails to remedy such breach within 14 days of receiving notice from the Non-Defaulting Party requiring it to remedy such breach; or
          2. that breach is not capable of remedy; or
        2. becomes subject to any form of insolvency or bankruptcy administration, and
        The date of termination will be the date that notice is given under this clause 19.1.3.
    2. ACCRUED RIGHTS AND LIABILITIES
      1. The expiration or termination of this agreement will not prejudice any accrued rights or liabilities of either party, nor excuse either party from a breach of this agreement occurring prior to expiration or termination of this agreement.
    3. CONSEQUENCES OF EXPIRATION OR TERMINATION
      1. Upon expiration or termination of this agreement:
        1. Subject to clause 19.3.2, the Client will pay any outstanding Fees for Services provided (or that would have been provided should the termination notice not have occurred) up to the date of termination;
        2. Limitless IT Consultancy will refund all Fees paid in advance for Services not delivered, on a pro-rata basis, if this agreement is terminated by Limitless IT Consultancy under clause 19.1(a) or by the Client as a the Non-Defaulting Party under clause 19.1.3;
        3. the Client must pay all amounts owed for Services already provided as at the date of termination;
        4. each party must return all property of the other party to that other party; and
        5. each party must immediately return to each other party, or (if requested by that party) destroy, any documents in its possession or control containing Confidential Information of the other party.
    4. SURVIVAL
      1. Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this agreement will survive and be enforceable after such termination or expiry, including clauses 15, 16 and 18.
  20. DISPUTE RESOLUTION
    1. A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory injunction, unless that party has complied with the requirements of this clause.
    2. A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
    3. Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.
  21. NOTICES
    1. A notice or other communication to a party under this agreement must be:
      1. in writing and in English; and
      2. delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
    2. Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
      1. 24 hours after the email was sent; or
      2. when replied to by the other party,
      whichever is earlier.
  22. FORCE MAJEURE
    1. If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:
      1. reasonable details of the Force Majeure Event; and
      2. so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.
    2. Subject to compliance with clause 22.1 the relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
    3. The Affected Party must use its reasonable endeavours to overcome or remove the Force Majeure Event as quickly as possible.
    4. For the purposes of this agreement, a ‘Force Majeure Event’ means any:
      1. act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
      2. strikes or other industrial action outside of the control of the Affected Party;
      3. war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
      4. any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of the Affected Party, to the extent it affects the Affected Party’s ability to perform its obligations.
  23. GENERAL
    1. GOVERNING LAW
      1. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
    2. JURISDICTION
      1. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
    3. ASSIGNMENT
      1. A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior consent of each other party (such consent not to be unreasonably withheld).
    4. 23.4 AMENDMENTS
      1. This agreement may only be amended in accordance with a written agreement between the parties.
    5. THIRD PARTY RIGHTS
      1. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
    6. SEVERANCE
      1. Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
    7. JOINT AND SEVERAL LIABILITY
      1. An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
    8. COSTS
      1. Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.
    9. COUNTERPARTS
      1. This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.
    10. WAIVER
      1. No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
    11. ENTIRE AGREEMENT
      1. This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
    12. INTERPRETATION
      1. (singular and plural) words in the singular includes the plural (and vice versa);
      2. (gender) words indicating a gender includes the corresponding words of any other gender;
      3. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
      4. (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
      5. (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
      6. (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
      7. (headings) headings and words in bold type are for convenience only and do not affect interpretation;
      8. (includes) the word “includes” and similar words in any form is not a word of limitation; and
      9. (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

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