Terms & Conditions

----

Introduction

Intelligent Servers Ltd is a company registered in the UK (Company No. 07497261). It operates alongside its subsidiaries, Intelligence Hosting Services Ltd (UK Company No. 10806572) and Intelligent Servers BV (Netherlands Company No. 74282399). Collectively, these companies are referred to as "Intelligent Servers".

By accessing Our website or purchasing products and Services from Us, you agree to these Terms and Conditions. If you do not agree, please do not use our website or purchase Products and Services from Us.

Definitions

In these Terms and Conditions, the following definitions apply:

"Business Days" - Any day other than Saturday, Sunday, or public holidays in England.

"Contract" - The agreement between Intelligent Servers and the Customer for the sale or supply of Equipment, Software, and/or Services, as governed by these Terms and any Order.

"Customer" - Any individual, firm, or company purchasing Equipment, Software, and/or Services from Intelligent Servers.

“Credit Terms” – A payment option where You agree to make payment for Your Order in arrears.

“Credit Limit” – the maximum value of unpaid debt You are permitted to have with Us that We agree to You in Writing.

“Due Date” – the date in which an invoice falls due as outlined on our VAT invoice.

"Equipment" - Any hardware and integral components described in the Order.

“Force Majeure” – Any event or sequence of events beyond any party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract.

“Goods” – the goods and related accessories, spare parts and documents and other physical material set out in the Order and to be supplied by Intelligent Servers to the Customer.

"Insolvency Event" - Occurs when:

(a) A receiver, liquidator, administrator, trustee, or a similar official is appointed over any of a party’s assets;

(b) A party ceases or threatens to cease its business, becomes unable to pay its debts, or makes an arrangement or composition with creditors;

"Intelligent Servers" - Refers to Intelligent Servers Ltd, a UK-registered company (Company No. 07497261), with its trading address at Unit B3A, Crimple Court, Hornbeam Square North, Harrogate, North Yorkshire, HG2 8PB, and includes its subsidiaries:

Intelligence Hosting Services Ltd (UK Company No. 10806572)

Intelligent Servers BV (Netherlands Company No. 74282399).

“Local Taxes and Duty” – are taxes and duty which may be charged at the point of import into your destination country.

"Order" - The Customer's request for Equipment, Software, and/or Services, as detailed in the purchase order form provided by the Customer.

"Software" - Computer programs specified in the Order, which may require installation on Equipment and a licence for use.

"Services" - Any installation, maintenance, or other service described in the Order.

"Terms" - The terms and conditions outlined in this document, as well as any additional policies referenced or linked within these Terms.

“VAT” – means value added tax or any other similar sale or fiscal tax applying to the sale of the Goods.

"We," "Us," "Our" - Refers to Intelligent Servers Ltd and/or its subsidiaries.

"Website" - The official website of Intelligent Servers, accessible at www.intelligentservers.co.uk, or any affiliated site operated by Intelligent Servers.

"You," "Your" - Refers to the Customer and/or its subsidiaries or connected parties.

Interpretation

1.1 References to statutes or statutory provisions include any amendments, modifications, or re-enactments thereof. This includes subordinate legislation made under the statutes or statutory provisions.

1.2 Words imparting the singular shall include the plural and vice versa. References to any gender include all genders.

1.3 The use of the Terms "including," "include," "in particular," or any similar expression shall be illustrative only and not limit the sense of the words preceding those Terms.

1.4 Headings in these Terms are for convenience only and shall not affect the interpretation of any provision.

1.5 A reference to ‘writing’ or ‘written’ includes emails, text message or any other generally accepted form of communication.

Scope of Terms

2.1 These Terms govern all transactions and dealings between Our Customers and Us.

2.2 We reserve the right to update, amend, or replace any part of these Terms. It is your responsibility to check for updates periodically. Your continued use of the site constitutes acceptance of any changes.

Orders and Acceptance

3.1 By placing an Order, you make an offer to purchase under these Terms, which will be accepted when We issue a written acknowledgment or dispatch the Goods.

3.2 We may, at Our discretion, refuse Service, limit sales, or cancel Orders. We will endeavour to notify you of any changes to your Order.

Products and Services

4.1 Product descriptions, pricing, and availability are subject to change without notice. We aim for accuracy but cannot guarantee that all details are free from errors.

4.2 Products may be limited in quantity and are subject to return or exchange only as per Our Returns Policy.

4.3 Unless explicitly agreed in Writing by Us, all descriptions, drawings, designs, specifications, and particulars of weight and dimensions provided by Us are approximate only. Intelligent Servers shall have no liability in respect of any designs or specifications not prepared by Us.

4.4 In the event a product does not match the specifications provided on the original quotation, sales order, invoice or any other Written method, Intelligent Servers agrees to accept the return of the Order and provide a full refund to the customer if notified in Writing within 14 days of delivery of the Order.

4.5 All drawings, designs, specifications, manuals, software, listings, object code or source code and information imparted by Intelligent Servers are treated as confidential and shall not be disclosed to any third party without Intelligent Servers prior Written consent.

Pricing and Payment

5.1 Unless otherwise agreed in writing, prices for products and Services are those listed at the time of Order placement.

5.2 Prices are exclusive of VAT and/or Local Taxes and Duty in your destination country. Unless otherwise agreed in Writing on or before placing and accepting your Order, You will be liable for any VAT, Local Taxes and Duty.

5.3 We reserve the right to adjust prices for cost fluctuations or other factors and will notify you prior to delivery if any changes apply.

5.4 Intelligent Servers will issue a VAT invoice on the date the Order leaves Our warehouse.

5.5 Payment must be made in full by the methods specified. Late payments may incur interest charges and possible suspension of Services.

5.6 We accept payment by bank transfer, credit cards, debit cards and where agreed in Writing, PayPal.

5.7 Unless otherwise agreed in Writing on or before You placing and Us accepting you Order, payment must be received in full and clear funds before your Order can be shipped from our warehouse.

5.8 We reserve the right to charge interest on late payment at a rate of 3% above the Bank of England’s base rate from the invoice Due Date up until full and cleared funds are received.

5.9 Where We feel necessary, we reserve the right to pass your details on to an external debt collection company of Our choice.

5.10 If We agree with You that you are eligible for a Credit Limit, We reserve the right to increase, decrease and/or remove the Credit Limit without notice. Furthermore, We agree to withhold the processing of Orders if You exceed your credit limit with Us.

5.11 Title to the Goods shall not pass to the Customer until full and final payment in cleared funds is received by Intelligent Servers. Until title of the Goods have passed to the Customer, the Customer shall: (i) take reasonable care of the Goods and keep them in the condition in which they were delivered, (ii) insure the Goods from the date of delivery with a reputable insurer against all risks for an amount at least equal to their price noting Intelligent Servers interest in the property, (iii) permit Intelligent Servers to collect the Goods within normal Business Hours on any Business Day if You fail to make payment for the Goods in full and in cleared funds before the due date outlined on the VAT invoice.

Credit Terms

6.1 You may apply for Credit Terms by completing a Customer Application Form.

6.2 We reserve the right to perform a credit score on You: (i) as part of our process to consider your application, (ii) as part of our process to consider an increase in Credit Limit at Your request, (iii) from time to time to ensure our risk exposure does not materially increase.

6.4 If we accept your application, we will confirm to you in Writing your Credit Limit and payment terms in Writing.

6.5 Your Credit Terms with Us will be confirmed on every VAT invoice issued subsequent to the acceptance of Credit Terms.

6.6 You must ensure You do not exceed Your Credit Limit with Us.

6.7 If you exceed your Credit Limit with us or you fail to settle payment to us in full and in cleared funds before the agreed Due Date, we reserve the right to: (i) reduce your Credit Limit with us, (ii) remove your Credit Terms with us, (iii) cease the acceptance of any new Orders from You, (iv) cease fulfilling any accepted but unfulfilled Orders from You.

6.8 If You fail to pay Your outstanding invoice before the Due Date outlined on the VAT invoice, or You exceed Your Credit Limit with Us, We reserve the right to collect payment from You using any methods outlined under Clause 5.

Shipping and Delivery

7.1 No Order submitted by the Customer shall be deemed to be accepted by Intelligent Servers until written acknowledgement is given by Us in Writing.

7.2We offer shipping to most international destinations. Some products may be restricted from shipping due to trade embargoes.

7.3 Delivery estimates are based on product availability and chosen shipping options. Weight-based shipping rates are used and are rounded up to the nearest kilogram.

7.4 If we provide an estimate of delivery, or agree to deliver by a particular date / time, our agreeance to this is based on information available to us at the time we made the agreement.

7.5 If Orders are delayed, We will inform you promptly. Intelligent Servers is not liable for any loss due to delayed or failed delivery.

7.6 We may choose to deliver your Order in instalments. Any delay in one instalment shall not entitle the Customer to cancel any subsequent instalment(s).

7.7 Intelligent Servers shall not be liable for any charges or additional costs as a result of your failure to: (i) make the delivery location available, (ii) prepare the location as required, (iii) provide inadequate delivery instructions (iv) accept delivery.

7.8 If You request that an Order is delivered to a destination outside of the UK, the Order may be subject to import duties, taxes or processing fees. You accept responsibility for these fees and agree that Intelligent Servers is not liable.

7.9 Intelligent Servers is similarly not responsible for contacting authorities or assisting You in following your applicable laws or regulations.

Cancellation, Returns, and Refunds

8.1 Orders can be cancelled and items returned within 14 days of delivery for a full refund, provided they are unused and in original condition.

8.2 We reserve the right to test all returned Goods to ensure there is no damage (visible or otherwise) and all Goods are in the same workable condition before any Refunds are given.

8.3 Refunds will be processed within 14 days of Us receiving the returned items and testing the equipment. We will cover return shipping if the item is incorrect or defective due to Our error.

8.4 For further details, please refer to Our full Returns Policy.

Warranty

9.1 Goods are covered by a 3-year next-Business Day warranty in the UK and a 2-3 Business Day warranty for Europe.

9.2 Our warranty covers the Customer for the serial numbers listed on the: (i) original VAT invoice, (ii) original sales order, (iii) original delivery note.

9.3 The warranty covers the Goods in the event of:

(i) The Goods have stopped responding and are not accessible, (ii) the Goods will not power on, (iii) the Goods have been deemed un-configurable or un-usable by Intelligent servers following remote or on-site inspection, (iv) parent components are reporting that the Goods are failing or have unresponsive behaviour, (v) the Goods have self-combusted and the combustion has not been the result of any other external fire or combustion source.

9.4 The warranty does not cover: (i) Goods where the serial number is not listed on any documents outlined in Clause 9.2., the serial number is either missing or not legible and cannot be determined by software, management interfaces or command line interfaces, (ii) the Customer makes further use of the Goods after giving notice to Intelligent Servers, (iii) the Customer has altered or repaired the Goods without Intelligent Servers prior Written consent, (iv) the default arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.

9.5 If the Customer wishes to make a claim against the warranty, they must: (i) report the problem with the Goods in Writing, (ii) outline in detail the Goods fault, serial numbers, company name, and log files and Order numbers or references associated with the original Order, (iii) send the Written instruction to support@intelligentservers.co.uk.

9.6 Once the warranty replacement has been accepted by Intelligent Servers, a replacement part will be sent to the Customer using the following methods:

9.7 UK Customers – on the same day or the next Business Day if the warranty request is made before 16:00 BST.

9.8 European Customers – 1-3 Business Days if the warranty request is made before 12:00 BST.

9.9 Intelligent Servers cannot guarantee these time frames. These will be based on Goods availability, and if Intelligent Servers already has replacement items in stock.

9.10 Once the replacement item is received, installed and working, the Customer shall package the faulty item to protect against courier damage whilst in transit back to Intelligent Servers in the UK.

9.11 Intelligent Servers will provide a shipping label to the Customer to securely fix to the package.

9.12 Intelligent Servers will arrange for the faulty item to be collected. The Customer must hand the faulty item to the courier.

9.13 If the Customer does not respond to requests to collect the faulty item, or fails to provide a well packaged item to the courier, Intelligent Servers reserves the right to raise a VAT invoice for the replacement item at the same price as the original item.

Free 3-year remote set up and support service

10.1 Customers who purchase any computer hardware from our company are eligible for the 'Free 3 Year Remote Setup and Support' service. 10.2 The ‘Support Scope Converge’ includes: (i) Hardware Setup & Base Configuration, (ii) Servers – Installation of Operating Systems (Windows Server, VMware ESXi, Most Linux Distro’s), (iii) Servers/Storage/Networking Hardware - Cabling Guides and Troubleshooting, (iv) Servers/Storage/Networking Hardware - Base and OOB (Out of Box) Setup and Configuration, to a ‘RFP (Ready for Production)’ state, (v) SAN Storage - iSCSI and Fibre Channel Configuration, including the configuration of iSCSI VLAN’s, Fibre Channel Zoning on new or existing SAN Fabric Switches, (vi) SAN Storage - Presenting Test LUN’s to New and Existing Host Servers, (vii) Networking – Management Interface Setup & Configuration, (viii) Networking – Basic Layer2 Setup including VLAN’s and Interface Configuration (Access & Trunk Ports).

10.3 It further includes basic training on: (i) Servers – Setup and configuration of ILO Interfaces, (ii) Servers – Setup and configuration of RAID and RAID Controllers, (iii) SAN Storage – Creating LUN’s, Hosts, Snapshot Policies, Replication,

Alerting and Logging, (iv) Networking – Layer2 Configuration, creating VLAN’s, Interface Types (Access Mode and Trunk Mode), Management Interfaces.

10.4 The 'Remote Support' service is strictly 'remote' only, and our engineers use either of the following applications to connect to the customer's infrastructure: TeamViewer or AnyDesk.

10.5 The 'Remote Support Coverage' is available during the hours of 08:00 BST until 18:00 BST during Business Days.

10.6 Our engineers will make every effort to ensure that the customer's infrastructure is configured correctly and functioning properly during the 'Remote Support Session'. However, our engineers are not liable for any downtime or configuration issues that may occur during the session.

10.7 It is the customer's responsibility to ensure they have a full backup of their data and configurations prior to giving an engineer 'remote access' to their infrastructure."

User Responsibilities

11.1 By using Our website and Services, you confirm that you are of legal age and possess the authority to enter into these agreements.

11.2 You agree to provide accurate and current information and promptly update any changes.

11.3 You must not use Our products for illegal purposes, infringe upon others' rights, or violate applicable laws.

Data Privacy

12.1 Your use of Our website and Services is subject to Our Privacy Policy, which governs the collection, use, and protection of personal data.

12.2 For more information, please refer to Our full Privacy Policy.

Optional Tools and Third-Party Links

13.1 We may provide access to third-party tools, which are offered “as is” without warranties or conditions of any kind.

13.2 The use of these tools is at your own risk and discretion. You should review the Terms of the third-party providers.

13.3 Our website may contain links to third-party sites. We are not responsible for the content or Services of these sites, and your dealings with them are at your own risk.

Intellectual Property

14.1 All content on Our website, including text, graphics, logos, and images, is the property of Intelligent Servers or its licensors and is protected by intellectual property laws.

14.2 You may not reproduce, duplicate, copy, sell, or exploit any portion of Our Service without express written permission.

Prohibited Uses

15.1 You are prohibited from using Our site or content for unlawful activities, including but not limited to spamming, hacking, and violating the rights of others.

15.2 Violations may result in the immediate termination of your use of the site and Services.

Limitation of Liability

16.1 The extent of Intelligent Servers liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be set out in this clause 16.

16.2 We do not guarantee uninterrupted or error-free access to Our Services. Our Services are provided "as is" and without warranties.

16.3 Intelligent Servers shall not be liable for any direct, indirect, incidental, or consequential damages, including loss of profits, revenue, data, or similar damages, arising from your use of Our Services.

16.4 Our total liability shall not exceed the price paid for the Goods or Service in question.

16.5 We shall not be liable for consequential, indirect or special losses.

16.6 Intelligent Servers shall not be liable for any of the following (whether direct or indirect): (i) loss of profit, (ii) loss of data, (iii) loss of use, (iv) loss of production, (v) loss of contract, (vi) loss of opportunity, (vii) loss of savings, (viii) harm to reputation or loss of goodwill.

16.7 The limitations of liability set out in this clause 16 shall not apply if agreed in Writing.

Indemnification

17.2 You agree to indemnify Intelligent Servers from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by Intelligent Servers as a result of or in connection to Your breach of these Terms.

Severability

18.1 If any provision of these Terms is found to be unlawful or unenforceable, that provision will be severed, and the remaining provisions will continue to be enforceable.

18.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such a deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

Termination

19.1 These Terms remain in effect unless terminated by either party.

19.2 We reserve the right to terminate your access to Our Services if We suspect a breach of these Terms.

19.3 We reserve the right to terminate our Contract at any time by giving notice to You in Writing if We believe You are unable to meet Your obligations under this Contract.

19.4 We reserve the right to terminate our Contract by giving notice to You in Writing if You: (i) we believe you are unable to pay your debts or meet your financial obligations to Us, (ii) You stop carrying on all or a significant part of Your business, or indicate to Us that You intend to do so, (iii) You become the subject of a company voluntary arrangement under the Insolvency Act 1986, (iv) You have a resolution passed for Your winding up, (v) You have a petition presented to any court for Your winding up or an application is made for an administration order, (vi) You are the subject to any procedure for taking control of goods that is not withdrawn or discharged within 5 Business Days of that procedure being commenced, (vii) You have a freezing order made against You.

19.5 Termination of the Contract shall not affect any accrued rights and responsibilities outlined in these Terms up until the termination date.

Force Majeure

20.1 Intelligent Servers reserve the right to defer the date of delivery of the Order or Goods, to cancel the Contract, or reduce the volume of the Goods or Services ordered by the Customer (without liability to Intelligent Servers) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control.

20.2 This includes but is not limited to: (i) acts of God, (ii) government actions, (iii) war or national emergency, (iv) acts of terrorism, (v) protests, riots or civil commotion, (vi) fire, explosion or flood, (vii) epidemics, (viii) strikes or other labour disputes (whether or not relating to Our own workforce), (ix) restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

20.3 If in the event in question continues for a continuous period in excess of 30 days, the Customer shall be entitled to give notice in writing to Intelligent Servers to terminate the Contract.

Entire Agreement

21.1 These Terms constitute the entire agreement between you and Intelligent Servers and supersede any prior agreements or communications.

21.2 Any ambiguities in these Terms shall not be construed against the drafter.

Governing Law

22.1 These Terms and any agreements for Services shall be governed by and construed in accordance with the laws of England and Wales.

22.2 Any disputes will be subject to the exclusive jurisdiction of the courts in England and Wales.

Changes to Terms

23.1 We reserve the right to amend these Terms at Our discretion. Any changes will be posted on Our website, and continued use of Our Services constitutes acceptance of those changes.

23.2 No other variation of this agreement shall be valid or effective unless it is in writing, refers to these Terms and is signed by a statutory director as noted on Companies House.