Terms & Conditions of Sale

Idency Ltd – Terms & Conditions of Sale

These Terms & Conditions of Sale (the “Agreement”) govern all orders for products and services placed with Idency Limited (“Idency”, “We”, “Us”). Please read carefully.

1. Definitions & Interpretation

1.1. Definitions. In this Agreement:

• “Business Day”: any day other than a Saturday, Sunday or public holiday in England.
• “Customer”: the person or entity purchasing products or services from Idency.
• “Deliverables”: any goods, software, documentation or services provided under this Agreement.
• “Order”: the Customer’s written purchase order or online order form.
• “Written”: in writing, including email.

1.2. Interpretation. Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa.

2. Entire Agreement & Variation

2.1. Entire Agreement. This Agreement (together with any accepted Order and any specification agreed in writing) constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.

2.2. Variation. No amendment to this Agreement is binding unless agreed in Writing and signed by an authorised signatory of each party.

3. Product/Service Listings

3.1. All descriptions of products and services on our website or otherwise communicated are approximate and do not form part of the contract. Orders are offers to purchase; acceptance occurs when we confirm pricing and delivery dates in Writing.

3.2. Idency’s website is intended for business customers. Nothing in this Agreement affects statutory rights of consumers.

3.3. Service Continuity

• 3.3.1. Idency will use reasonable endeavours to maintain the availability of all products and services. We will not discontinue or withdraw any product or service during the subscription or support term except as set out below.
• 3.3.2. Planned Discontinuation. If Idency intends to discontinue or materially change a product or service, we will provide the Customer with at least 60 days’ prior Written notice and a reasonable migration or transition plan to an alternative product or service.
• 3.3.3. Urgent Updates. Notwithstanding clause 3.3.2, Idency may temporarily suspend or modify a product or service without prior notice to address security vulnerabilities, legal requirements, or other critical issues. In such cases, we will notify the Customer as soon as reasonably practicable.

3.4. SaaS & Third-Party Subscriptions

• 3.4.1. Where Idency supplies Software-as-a-Service (“SaaS”) products—whether developed by Idency or licensed from third-party providers—the following terms apply.
• 3.4.2. Licence Grant. Idency grants the Customer a non-exclusive, non-transferable licence to access and use the SaaS product during the subscription term, solely for the Customer’s internal business purposes and subject to any usage limits or user-seat restrictions specified in the Order.
• 3.4.3. Third-Party Terms. Customer acknowledges that third-party SaaS products may be provided subject to the third party’s standard terms and conditions (“Third-Party Terms”). Customer agrees to comply with those Third-Party Terms and authorises Idency to grant or assign the Customer’s rights in accordance with them.
• 3.4.4. Service Levels & Support. Idency will use reasonable endeavours to meet any service levels set out in the Order or a separate service schedule. Support for third-party SaaS products will be governed by the third party’s support policies unless Idency expressly agrees otherwise in writing.
• 3.4.5. Data Security & Ownership. Customer data uploaded to or processed by the SaaS product remains the Customer’s property. Idency and its third-party providers shall maintain appropriate technical and organisational measures to protect Customer data in accordance with applicable data protection laws.
• 3.4.6. Term & Termination. SaaS subscriptions commence on the start date in the Order and continue for the subscription period unless terminated earlier in accordance with this Agreement or the Third-Party Terms. On expiry or termination, Idency will disable Customer access and may delete Customer data in accordance with its data retention policies.
• 3.4.7. Fees. SaaS subscription fees are payable in advance as set out in the Order and are non-refundable except as required by applicable law.
• 3.4.8. Renewal. Unless either party gives written notice of non-renewal at least 30 days prior to the end of the then-current subscription term:
  1. the subscription will automatically renew for successive terms equal to the initial subscription period;
  2. Idency will invoice the Customer for renewal fees at the then-current rates.
• 3.4.9. Data Return on Non-Renewal. Upon expiry or termination of a SaaS subscription, in addition to the transition assistance under Section 22, Idency will make Customer data available for export for a period of 30 days to enable migration to an alternative service provider.

4. Prices & Payment

4.1. Prices are as stated on our website or pro forma invoice at the time of acceptance.
4.2. Payment terms are cash with order unless credit is granted in Writing.
4.3. If credit is granted, the Customer shall pay invoices within 14 days of invoice date.
4.4. If any sum is not paid by the due date, interest shall accrue on the overdue amount at a rate of 8% per annum above the Bank of England base rate, calculated daily from the due date until payment in full.

5. Ordering & Delivery

5.1. We may accept or decline any Order at our discretion, with notice by telephone or email.
5.2. Delivery will be made by third-party carriers between 09:00–17:00, Business Days only, to the address supplied.
5.3. Delivery costs are per Order as quoted at acceptance.
5.4. Goods must be signed for on delivery; if you wish goods to be left unsigned, you must provide Written authorisation and accept liability thereafter.

6. Inspection, Shortages & Returns

6.1. Inspect goods immediately on arrival. If not satisfied, refuse delivery or notify Idency within 7 days and return goods within 14 days in original condition.
6.2. Report shortages, damage or incorrect delivery on the carrier’s delivery note and in Writing within 24 hours.

7. Risk & Title

7.1. Risk passes on delivery. If the Customer fails to take delivery, risk passes on the attempted delivery date.
7.2. Title to goods remains with Idency until full payment is received. Until then, the Customer holds goods as fiduciary bailee and must store them separately and clearly marked as Idency’s property.
7.3. If payment is overdue, Idency may recover goods and enter Customer premises to do so.

8. Warranties & Remedies

8.1. Electronic items, subscriptions and custom development are non-refundable.
8.2. Physical products carry a manufacturer’s warranty, typically one year. In the event of a defect, and subject to Clauses 6 and 8.3, Idency will repair or replace defective products.
8.3. To claim under warranty, notify Idency in Writing within 12 months of dispatch, obtain an RMA, and return goods according to our instructions.
8.4. Support services will be provided with reasonable care and skill. If Idency fails to meet this standard, Idency will, at its option, either re-perform the affected service at no additional charge or provide a suitable alternative remedy.
8.5. These remedies are exclusive, except as required by law.

9. Intellectual Property & Licences

9.1. Ownership of IP in any Deliverables remains with the creator (Idency or a third party). The Customer is granted a non-exclusive, worldwide, royalty-free licence to use those Deliverables for its internal business purposes.
9.2. Idency retains all rights in pre-existing materials and tools used to provide custom services.

10. Confidentiality

10.1. Definitions. “Confidential Information” means all non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”), whether oral or written, including commercial, technical, financial, business, or strategic information, prototypes, designs, software, know-how, and Customer data.
10.2. Obligations. The Receiving Party shall:

• (a) keep Confidential Information strictly confidential and use it only to fulfil its obligations under this Agreement;
• (b) restrict access to employees, agents or sub-processors who need to know and are bound by confidentiality obligations at least as protective as this Section;
• (c) implement reasonable measures to safeguard Confidential Information against unauthorised access, use or disclosure.

10.3. Exclusions. Confidential Information does not include information that:

• (a) is or becomes publicly available through no fault of the Receiving Party;
• (b) was already lawfully known by the Receiving Party without an obligation of confidentiality;
• (c) is lawfully received from a third party without restriction;
• (d) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

10.4. Mandatory Disclosure. The Receiving Party may disclose Confidential Information if required by law or court order, provided it gives the Disclosing Party prompt notice and cooperates to seek protective measures.
10.5. Duration. Confidentiality obligations under this Section 10 shall survive termination or expiry of this Agreement for five (5) years, and indefinitely for trade secrets.
10.6. Return or Destruction. Upon termination or expiry of this Agreement, the Receiving Party shall return or destroy all Confidential Information of the Disclosing Party and certify compliance upon request.

11. Anti-Bribery

11.1. Each party shall comply with all applicable anti-bribery and anti-corruption laws, including, but not limited to, the Bribery Act 2010.
11.2. Neither party shall offer, give, request or accept any bribe, kickback or other improper payment or non-monetary advantage in connection with this Agreement.
11.3. The Customer shall promptly report to Idency any request or demand for any undue financial or other advantage in connection with this Agreement.

12. Data Protection

12.1. Roles. For personal data processed under this Agreement, the parties acknowledge that the Customer is the data controller and Idency is the data processor, except where Idency acts as a separate controller (e.g., for its own customer records).
12.2. Processing Instructions. Idency shall process personal data only on the Customer’s documented instructions (including in this Agreement and any Order).
12.3. Categories & Purposes. The subject-matter, nature and purpose of processing, types of personal data and categories of data subjects are those reasonably necessary for Idency to perform the services and as specified in the relevant Order.
12.4. Confidentiality. Idency shall ensure personnel authorised to process personal data are under binding confidentiality obligations.
12.5. Security Measures. Idency shall implement appropriate technical and organisational measures to protect personal data against unlawful processing and accidental loss, destruction or damage.
12.6. Sub-processors. Idency may engage sub-processors only with the Customer’s prior Written consent. Sub-processors must be bound by equivalent data protection obligations.
12.7. Data Subject Rights. Idency shall promptly notify the Customer of any data-subject request and assist in responding to rights requests in line with UK GDPR.
12.8. Incident Management. Idency shall notify the Customer without undue delay of any personal data breach affecting Customer data and assist in mitigation.
12.9. International Transfers. Idency shall not transfer personal data outside the UK or EEA without appropriate safeguards (e.g., UK-approved transfer agreements or SCCs).
12.10. Audits & Inspections. Idency shall provide information and access for audits or inspections to demonstrate compliance, subject to reasonable notice and confidentiality.
12.11. End of Contract. On termination or expiry, Idency shall, at the Customer’s choice, delete or return all personal data and certify deletion unless retention is legally required.

13. Data Ownership

13.1. Customer Data. “Customer Data” means all electronic data and information submitted by or for the Customer in the course of using products or services under this Agreement.
13.2. The Customer retains all right, title and interest in and to the Customer Data.
13.3. Idency is granted a limited, non-exclusive licence to access, store, and use Customer Data solely as necessary to perform its obligations under this Agreement and to improve or support the services.
13.4. Idency shall not use Customer Data for any other purpose, including marketing, without the Customer’s prior Written consent.
13.5. Idency may generate aggregated, anonymised data derived from Customer Data for analytics and service improvement; such data shall not identify the Customer or its end users.
13.6. Data Return and Deletion. Upon termination or expiry of the contract for any reason, and subject to the Exit Strategy & Transition Assistance provisions (Section 22), Idency shall:

• (a) provide the Customer with all Customer Data in a commonly used, machine-readable format within 30 days;
• (b) delete or permanently destroy any remaining copies of Customer Data from Idency systems and certify such deletion in Writing upon the Customer’s request; and
• (c) retain no backup or archival copies beyond those required by applicable law, which will be isolated and secure until lawful destruction.

14. Export Control & Compliance

14.1. The Customer shall comply with all applicable export laws and not transfer products to sanctioned entities.
14.2. The Customer certifies it will not use products in weapons of mass destruction or related programmes.

15. Termination

15.1. Either party may terminate for material breach if the breach is not remedied within 30 days of Written notice.
15.2. Either party may terminate immediately if the other becomes insolvent or subject to an administration order.
15.3. On termination, the Customer shall pay for all Deliverables supplied and return any Idency materials.
15.4. Termination for Convenience. For SaaS subscriptions and support services, either party may terminate by providing at least 30 days’ prior Written notice after the initial minimum term stated in the Order.
15.5. Change of Control. Either party may terminate if the other undergoes a change of control that adversely affects their rights or obligations.
15.6. Regulatory or Legal Change. Either party may terminate with immediate effect if changes in law make performance unlawful or impracticable.
15.7. Non-payment. Idency may suspend or terminate services if the Customer fails to pay any amount due within 14 days of Written notice of non-payment.
15.8. Effect of Termination. On termination or expiry for any reason:

• (a) all licences granted under this Agreement shall cease;
• (b) the Customer shall cease all use of Deliverables and return or destroy copies as directed;
• (c) accrued rights and liabilities survive; and
• (d) any surviving sections remain in effect.

16. Dispute Resolution

16.1. Parties shall first escalate disputes to senior representatives for 14 days to attempt an amicable resolution.
16.2. If unresolved, parties agree to mediation under CEDR guidelines before court proceedings.

17. Liability & Indemnity

17.1. Except for death or personal injury caused by negligence, Idency’s total liability is limited to the greater of £10,000 or the total order value.
17.2. Neither party is liable for indirect, special or consequential losses.

18. Force Majeure

18.1. Neither party is liable for failure to perform due to events beyond its control (e.g., strikes, supply shortages).
18.2. If force majeure continues for more than 14 days, either party may terminate the affected Order.

19. Notices

19.1. All notices must be in Writing and delivered by hand, recorded delivery or email to the addresses on the Order.
19.2. Notices are deemed received on the date of delivery (if by hand), two Business Days after posting, or on confirmation of email delivery.

20. Assignment & Sub-contracting

20.1. The Customer may not assign or transfer rights without Idency’s Written consent.
20.2. Idency may sub-contract obligations but remains responsible for their performance.

21. Consumer Rights

21.1. For Orders covered by consumer regulations, customers may cancel within 30 days as set out in our standard returns policy.

22. Exit Strategy & Transition Assistance

22.1. Transition Plan. At least 60 days prior to contract expiry or termination not due to Customer default, Idency shall provide a written transition plan outlining key activities, timelines, and responsibilities to migrate services or data to the Customer or a new provider.
22.2. Data Export. Upon request, Idency will export Customer data in a commonly used machine-readable format and deliver it within 30 days of termination or expiry.
22.3. Assistance Services. Idency will, for up to 30 days post-termination, provide reasonable assistance—at Idency’s then-current professional rates—to facilitate the orderly transfer of services.
22.4. Fees. Transition assistance and data export are included in the subscription fees. Additional services beyond clause 22.3 will be charged at standard rates.
22.5. Survival. The obligations under this Section 22 survive termination or expiry.

23. Governing Law & Jurisdiction

23.1. This Agreement is governed by English law. The parties submit to the non-exclusive jurisdiction of the English courts.

Registered office address

Idency Ltd,  Fairway House, Armstrong Way, Farnborough, Hampshire, GU14 0LP

Last updated: June 2025