INTO OPTICS®
Platform Access & Services Terms and Conditions
Operated by Early Insight Ltd trading as Into Optics
1. Application of Terms
1.1. These Terms apply to:
The Into Optics online platform and programme (“Platform”)
Associated materials and resources (“Materials”)
Support services and consultancy services
Any additional digital or physical products supplied by us
By purchasing any of the above, you agree to these Terms.
1.2. These Terms should be read alongside our Website Terms of Use, Privacy Policy and Acceptable Use Policy, available at www.intooptics.com.
1.3. Where you are a corporate entity, “you” includes your officers and employees, and you shall ensure they comply with these Terms.
2. Formation of Contract
2.1. The agreement between us (“Contract”) comes into effect upon the earlier of:
a) your written confirmation of acceptance of a proposal issued by us;
b) your written instruction for us to commence work; or
c) your completion of an online order for products or services;
and in each case subject to our written confirmation of acceptance.
3. Order & Payment
3.1 Platform Access & Support Services (Proposal-Based)
3.1.1. Where Platform access and/or support services are purchased via proposal, a VAT invoice will be issued following written confirmation of acceptance.
3.1.2. Payment is due within 7 days of the invoice date, unless otherwise agreed in writing.
3.1.3. Platform access will be activated, and support services will commence, upon receipt of cleared funds unless otherwise agreed in writing.
3.2 Online Purchases (Additional Products or Assets)
3.2.1. Where additional products, digital assets or services are purchased online, full payment is required at the time of order unless otherwise stated.
3.2.2. We reserve the right to decline or cancel any online order at our discretion.
3.3. All prices are exclusive of VAT unless stated otherwise. VAT will be applied at the prevailing rate where applicable.
3.4. All payments are non-refundable except where required by law.
3.5. If payment is not received when due, we reserve the right to:
Suspend access to the Platform;
Suspend services;
Charge interest at 3% above the base rate of TIDE Bank from time to time in force.
4. Platform Access & Licence
4.1. Platform access provides entry to the Into Optics future talent programme, training modules, templates and implementation resources.
4.2. Platform access includes a minimum of 12 months online access, in accordance with these Terms. Continued access beyond 12 months may be offered but is not guaranteed.
4.3. The licence is issued to the purchasing business, not to an individual user.
4.4. Login details may be shared internally with existing team members of the licensed business only. Login details must not be shared externally, transferred to another organisation, or used to represent any other business.
4.5. You are responsible for safeguarding login credentials and must notify us immediately of unauthorised use.
4.6. Under the self-directed model, you form a direct relationship with schools and are responsible for safeguarding, compliance, delivery and data protection in respect of those relationships. We are not party to such arrangements.
4.7. The Platform is hosted on third-party secure servers. While reasonable steps are taken to maintain availability, we shall not be liable for downtime, data loss, corruption or inaccessibility outside our reasonable control.
4.8 Corporate Structure & Group Use
4.9. The licence granted under these Terms applies solely to the legal entity identified on the invoice and does not extend to any parent company, subsidiary, affiliate, franchise, group company, network member or associated entity unless expressly agreed in writing.
4.10. Where a business forms part of a wider group, network, franchise structure or corporate organisation, this must be disclosed prior to purchase.
4.11. Pricing is based on the individual purchasing entity only. Group-wide or multi-entity access requires a separate licence agreement and may be subject to alternative pricing.
4.12. Unauthorised use of the Platform or Materials by any non-licensed entity within a wider group or network constitutes a material breach of these Terms.
5. Third-Party Platforms & Technical Requirements
5.1. Certain Materials require the use of third-party platforms or software, including but not limited to:
Canva
Microsoft Office (or equivalent document software)
Email marketing platforms such as Mailchimp
5.2. You are responsible for ensuring your business has appropriate hardware, software, browser updates and stable internet connectivity.
5.3. Access to and functionality of third-party platforms is outside our control. We do not guarantee their availability, continued free access, compatibility or performance.
5.4. We are not liable for any limitation, suspension, restriction or changes made by third-party providers.
6. Intellectual Property
6.1. We own or licence all intellectual property rights in the Platform, Materials and Services.
6.2. You are granted a limited, non-exclusive, non-transferable, non-sub-licensable, revocable licence to use the Materials internally within your business only.
6.3. Materials must not be:
Shared outside your organisation
Resold or sublicensed
Reproduced for commercial gain
Used to create competing services
6.4. The licence survives termination in respect of downloaded materials retained for internal business use only.
7. Support & Consultancy Services
7.1. Where support or consultancy services are purchased, the scope of services will be defined in the relevant proposal.
7.2. Services may include set-up support, liaison with schools, delivery support, project management or student engagement support.
7.3. We shall provide services with reasonable care and skill.
7.4. Timelines are estimates unless expressly agreed otherwise.
7.5. You remain responsible for decisions made within your business and outcomes achieved.
8. Limitation of Liability
8.1. We do not guarantee specific commercial results, recruitment outcomes or financial performance.
8.2. To the fullest extent permitted by law, we shall not be liable for loss of profits, business interruption, loss of goodwill, or indirect or consequential loss.
8.3. Our total liability in connection with the Contract shall not exceed the total fees paid by you in the preceding 12 months.
8.4. Nothing in these Terms limits liability for death, personal injury caused by negligence, fraud, or any liability which cannot legally be excluded.
9. Termination
9.1. We may suspend or terminate access if you breach these Terms or fail to make payment when due.
9.2. Termination does not affect accrued rights.
9.3. Clauses relating to intellectual property, confidentiality and liability survive termination.
10. General
10.1. These Terms constitute the entire agreement between us.
10.2. English law applies and disputes are subject to the exclusive jurisdiction of the English courts.
10.3. If any provision is found unenforceable, the remaining provisions remain valid.
Terms of business for support packages and consultancy services.
STANDARD TERMS OF BUSINESS
1. Interpretation
1.1 The definitions and rules of interpretation in this clause apply to these
Terms. Capacity: as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.
Confidential Information: confidential information in whatever form relating to
your business, customers, products, affairs and finances for the time being confidential to you.
Contract: the contract between you and us for the supply of Services in accordance with these Terms.
Deliverables: all documents, products and materials developed by us or our agents, subcontractors, consultants and employees in relation to the Services
in any form, including computer programs, data, reports and specifications (including drafts).
[Equipment: any equipment, systems, cabling or facilities provided by you and used directly or indirectly in the supply of the Services.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights
in get-up, rights in goodwill or to sue for passing off, rights in designs, rights, computer software, database rights, rights in confidential information (including
know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights
to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
[Manager: your manager for the Services, appointed by you in accordance with clause 3.2.
Proposal: your order for the Services as set out at the front of these Terms.
Services: the services that we are providing to you in a consultancy capacity as set out in the proposal or at the point of sale.
Terms: the terms and conditions set out in this document.
[Training Session: any training session, seminar or workshop provided by us in accordance with these Terms
We/us: Gemma Drake Trading as Into Optics (Early Insight Ltd) with our address at Unit 1a, Sapper Jordan Rossi Park, Otley Road, Baildon, BD17 7AX,
United Kingdom. Our VAT registration number is 14594415.
writing or written: includes email.
1.2 The headings do not affect the interpretation of these Terms.
1.3 A reference to a particular law is a reference to it as it is in force for the
time being taking account of any amendment, extension, or re-
enactment and includes any subordinate legislation for the time being
in force made under it.
1.4 Unless the context otherwise requires, words in the singular include the
plural and in the plural include the singular.
2. Basis of Agreement
2.1 These Terms and the Proposal constitute the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us that is not set out in these Terms or the Proposal.
2.2 If any of these Terms are inconsistent with any term of the Proposal, the Proposal shall prevail.
2.3 These Terms shall become binding on you and us and a contract shall be formed between us upon the earlier of (a) you signing and returning
to us the Proposal; or (b) you instructing us to commence work in relation to the Proposal (whether in writing, (including by email) or
orally), whichever is the earlier.
2.4 Any quotation for the Services is given on the basis that a binding contract shall only come into existence in accordance with Clause 2.3.
3. Your Duties
You will:
3.1 provide to us all the information we reasonably request to allow us to provide the Services;
3.2 co-operate with us in all matters relating to the Services [and appoint
the Manager in relation to the Services, who shall have the authority contractually to bind you on matters relating to the Services]
3.3 [provide, for us, our agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to your premises, office accommodation, data and other facilities as we reasonably require in order to provide you with the Services;]
3.4 [be responsible (at your own cost) for preparing and maintaining the
relevant premises for the supply of the Services, including identifying, monitoring, removing and disposing of any hazardous materials from your premises in accordance with all applicable laws, before and during the supply of the Services at those premises, and informing us of all of your obligations and actions under this clause 3.4;]
3.5 [inform us of all health and safety rules and regulations and any other reasonable security requirements that apply at your premises;]
3.6 [ensure that all Equipment is in good working order and suitable for the puposes for which it is used in relation to the Services;
3.7 obtain and maintain all necessary licences (including annual subscription to the Into Optics online platform) and consents and comply with all relevant legislation in relation to the Services [and the use of the Equipment], before the date on which the Services are to start.[
4. Our Duties
4.1 We shall:
(a) provide the Services with all due care, skill and ability;
(b) unless prevented by ill health or accident, devote such time to the
carrying out of the Services as may be necessary for their proper performance;
(c) use reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimates only and time for
performance by us shall not be of the essence of this Contract; and
(d) [use reasonable endeavours to observe all health and safety rules and
regulations and any other reasonable security requirements that apply at your premises and that have been communicated to us under clause
3.5, provided that we shall not be liable under these Terms if, as a result of such observation, we are in breach of any of our obligations under these Terms.
4.2 We may use a third party to perform any administrative, clerical, secretarial or other functions which are reasonably incidental to the provision of the Services provided that you will not be liable to bear the cost of such functions.
5. Fees and Booking
5.1 The charges for the Services are as set out in the Proposal or written agreement.
5.2 Where the Services are provided for a fixed price, the total price for the services shall be the amount set out in the Proposal or made clear at the point of sale.
5.3 For [Training Sessions or other] Services where the Proposal refers to one single payment, we will invoice you for the fixed price in advance
5.4 Where the Proposal refers to payment of a deposit, stage payments or retainers we will invoice you for the deposit in advance and for each
stage payment or retainer at the time or at the stage of the project specified in the Proposal.
5.5 Where the Services are provided on a time-and-materials basis:
(a) the charges payable for the Services shall be calculated in accordance
with our standard hourly or daily fee rates as amended from time to time;
(b) our daily fee rates are calculated on the basis of an eight-hour day worked between 8.30-5.30pm.
(c) we shall be entitled to charge overtime at the normal rate for part days and for time worked outside the hours referred to in condition 5.4(b) above on a pro-rata
basis; and
(d) we will invoice you monthly in arrears unless other arrangements (such as stage payments) are set out in the Proposal.
5.6 [Where no specific Training Sessions are specified in the Proposal or where you wish to book additional Training Sessions, you may agree these with us by telephone or email.]
5.7 [Where additional Training Sessions are booked, we will invoice yo after you have made a booking and before the relevant Training
Session(s) and you must pay us in full in cleared funds before the relevant Training Session.]
5.8 All charges are stated exclusive of VAT which shall be added to the
charges at the applicable rate (where necessary).
5.9 You must pay each of our invoices in full, and in cleared funds by the payment method specified on the invoice, within [7] days of the date of
the invoice.
5.10 Without prejudice to any other right or remedy, if you fail to pay the invoice on the due date, we may:
(a) charge interest on the sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of TIDE BANK
, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and you shall pay the interest immediately on demand; and
(b) suspend all Services until payment has been made in full.
5.11 All charges are stated exclusive of expenses incurred by us. Subject to your prior written consent, you will reimburse us for all training
venue, hotel, subsistence, travelling, stationery, materials, postage, other administrative costs and any other ancillary expenses reasonably incurred
by us or the Individual in providing the Services. Such expenses may be invoiced by us at cost at such times as we think appropriate. [Invoices
relating to the costs of hiring training venues must be paid in full in cleared funds prior to the date of the Training Session.
6. Cancellation
6.1 You may cancel any Training Session (but no other Services) by notice in writing to us.
6.2 On cancellation of a Training Session you must pay us the following fees:
(a) if notice of cancellation is received [24/48 hours] or less before the start of the relevant Training Session, a cancellation fee of [100%] of the fee for
the Training Session;
(b) if notice of cancellation is received [7 days or less] before the start of the relevant Training Session, a cancellation fee of [50%] of the fee for the
Training Session; (c) if notice of cancellation is received [more than 7 days but less than 14
days] before the start of the relevant Training Session, a cancellation fee
of [25%] of the fee for the Training Session; and (d) if notice of cancellation is received [more than 14 days] before the start of the relevant Training Session no cancellation fee is payable.
7. Other activities
Nothing in these Terms shall prevent us from being engaged, concerned or having any financial interest in any Capacity in any other business, trade,
profession or occupation provided that such activity does not cause a breach of any of our obligations under these Terms.
8. Confidential information and our materials
8.1 We acknowledge that in the course of providing the Services we will have acess to Confidential Information. We shall not (except in the proper
course of our duties) use or disclose to any third party any Confidential Information.
8.2 You will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and which we or our employees, agents, consultants or subcontractors have disclosed to you and any other confidential iformation concerning our business or our products and services which
you may obtain.
8.3 The restrictions in clauses 8.1 and 8.2 do not apply to:
(a) any use or disclosure required by law or authorised by the party to whom
the information relates; or
(b) any information which is already in, or comes into, the public domain
otherwise than through unauthorised disclosure by the party to whom the information does not relate.
8.4 All materials, equipment and tools, drawings, specifications and data which we supply to you shall, at all times, be and remain our exclusive
property, but shall be held by you in safe custody at your own risk and maintained and kept in good condition by you until returned to us, and shall
not be disposed of or used other than in accordance with our written instructions or authorisation.
9. Data protection
9.1 We will process your personal data in accordance with our Privacy Notice that you can view at www.intooptics.com/privacy-policy
10. Intellectual property
10.1 We are the owner or the licensee of all Intellectual Property Rights and all other rights in the Services and the Deliverables and nothing in these
Terms or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in the Services or the Deliverables. We
grant you a limited, non-exclusive, non-transferable, non-sub licensable revocable licence to use all or any of the Deliverables for the purposes
for which the Services were provided only.
10.2 You grant to us a non-exclusive perpetual, worldwide, royalty free lience to use all or any of your Intellectual Property Rights in any
materials or content you submit to us.
10.3 You acknowledge that, where we do not own any of the materials or content which we submit to you, your use of rights in such materials or
content is conditional on our obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle us to
license such rights to you.
11. Termination
11.1 We may terminate this Contract on [1] months’ notice for any reason with no liability to provide any further services to you.
11.2 You may terminate this Contract if we commit any serious or repeated breach of any of the provisions of this Contract and such breach is not
remedied within 14 days of notification of breach.
11.3 Notwithstanding clause 11.1, we may terminate this Contract with immediate effect with no liability to provide any further services to you
if at any time (a) you fail to make a payment when due and payable under this Contract;
(b) you commit any gross misconduct affecting our business; (c) you commit any serious or repeated breach or non-observance of any of the provisions of this Contract;
(d) you are convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which
a fine or non-custodial penalty is imposed);
(e) you commit any fraud or dishonesty or carry out business or otherwise act in any manner which in our opinion brings or is likely to bring us into
disrepute or is materially adverse to our interests.
(f) an order is made or a resolution is passed for your winding up, or circumstances arise which entitle a court of competent jurisdiction to
make an order winding you up;
(g) an order is made for the appointment of an administrator to manage your affairs, business and property, or documents are filed with a court
of competent jurisdiction for the appointment of an administrator for you, or notice of intention to appoint an administrator is given by you or your
directors or by a qualifying floating charge holder (as defined in
paragraph 14 of Schedule B1 to the Insolvency Act 1986); (h) a receiver is appointed of any of your assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager for you, or if any other person takes possession of or sells your assets; or
(i) you make any arrangement or composition with your creditors, or make an application to a court of competent jurisdiction for the protection of
your creditors in any way, or become bankrupt; or
(j) you cease, or threaten to cease, to trade; or (k) you take or suffer any similar or analogous action in any jurisdiction in
consequence of debt; or (I) being an individual, you are subject to a bankruptcy order or are made bankrupt.
11.4 Our rights under this clause 11 are without prejudice to any other rights that we might have at law to terminate the Contract. Any
delay by us in exercising our rights to terminate shall not constitute awaiver of these rights.
11.5 We shall not be obliged to retain documents and information relating to you after termination of this Contract.
12. Obligations on termination. On termination of this Contract you shall immediately pay to us any unpaid fees or other sums payable under this Contract.
Termination will not affect either party's outstanding rights or duties, including our right to recover from you any money you owe
us under these Terms.
13. Status. Our relationship to you will be that of independent contractor and nothing in these Terms shall render us or the Individual your
employee, worker, agent or partner and we shall not hold ourselves out as such.
14. Limitation of Liability
14.1 Other than (i) liability for death or personal injury to any person caused by our negligence, (ii) liability for any fraud or fraudulent
misrepresentation made by us or (iii) liability for any other matter which we may not legally exclude or limit, we exclude all liability
for any loss or damage suffered by you resulting from the contract (including all consequential loss or damage howsoever caused and whether or not this was in your or our reasonable contemplation and including any loss or damage suffered by you as a result of advice or opinions given by the Individual or by any
of our employees, agents, consultants or subcontractors).
14.2 If we are prevented from or delayed in performing our obligations by your act or omission (or the act or omission of your agents,
subcontractors, consultants or employees) or by any circumstance outside of our control, we shall not be liable for any
costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay. 14.3 In the event that we are found liable to you for any loss or damage, this liability shall be limited to the amount of any fees you paid to us in accordance with these Terms in the 12 months preceding the judgment. In the event that a court of competent jurisdiction does not allow such limitation on liability and awards damages against us in excess of such amount, you agree to release us from all damages and liability in excess of such amount.
14.4 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded
from these Terms. 14.5 This clause 14 shall survive termination of the Contract. 15. Notices
All notices sent by you to us must be sent to support@intooptics.com. We may give notice to you at either the e-mail or postal address you provide to us in the Proposal or as subsequently notified by you. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.
16. Assignment and subcontracting 16.1 We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these
Terms.
16.2 You shall not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of
your rights or obligations under these Terms.
17. General
17.1 If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable
to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
17.2 No failure or delay by us to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that (or
any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
17.3 Except as set out in these Terms, any variation, including the introduction of any additional terms and conditions, to the
Contract, shall only be binding when agreed in writing and signed by us.
17.4 A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of
Third Parties) Act 1999.
17.5 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation
(including non-contractual disputes or claims) shall be governed
by English law and you and we both agree to the exclusive jurisdiction of the English courts.