Terms And Conditions

These Terms and Conditions govern the performance of ad-hoc consultancy and subscription data analytics services supplementary to any General Terms and Conditions Agreement (GTA) specifically executed between a Customer and Intelligent Aero Limited. Order of precedence of Terms and Conditions shall be stated in specific GTA’s, otherwise these Terms and Conditions will take precedence. All Agreements executed between Intelligent Aero and Customers will be supported by appropriate Non-Disclosure Agreements.

1 Subscription Services

1.1 Intelligent Aero shall procure such licences as required to perform data analytics services as agreed with Customers. Intelligent Aero Limited shall render memory and computing capacity available, on a server operated by Intelligent Aero Limited, for the purpose of data analytics.

1.2 Intelligent Aero Limited shall create, grant and maintain the connection between the Intelligent Aero server and Customer data sources so that the data stored on the server can be transmitted to the calling computer without disruption and whenever required by external computers on the internet (clients) by means of common internet protocols.

1.3 Intelligent Aero Limited shall endeavour to render the data, stored by the contract partner in accordance with the Terms and Conditions of the agreement, available to the Client via the internet 24 hours a day, seven days a week. Intelligent Aero Limited does not accept liability for successful access to the respective website, insofar as networks are used that are not exclusively operated by Intelligent Aero Limited or its direct contractors including their interfaces to third-party networks.

1.4 Intelligent Aero Limited shall schedule maintenance times for the optimisation and improvement of performance of the systems providing the services, which are, on principle, outside the usual business hours, generally on Sunday between 2 am and 3 am and are only utilised as required. During these maintenance times Intelligent Aero Limited may shut down its technical facilities as necessary and to a scope that is restricted to a minimum. The customer shall be informed of the execution of maintenance outside the above-mentioned maintenance times by e-mail in a timely manner.

1.5 Intelligent Aero Limited shall endeavour to render the systems available via internet for at least 98.5% of the annual operating time (availability).

1.6 Intelligent Aero Limited shall execute an automatic back-up of the stored data on a daily basis. The back-up copies shall in general be stored for a period of 10 days.

2 Supplementary Consultancy Services

Intelligent Aero Limited shall also offer the following supplementary premium services, on request:

2.1 On-site and/or remote Consultancy supporting Customers with general or specific business advice.

2.2 All advice is given in good faith and customers should ensure that all advice generally given by Intelligent Aero employees is validated for legal compliance in whichever legal framework the Customer business operates.

2.3 Intelligent Aero shall maintain such liability insurance policies (through it’s parent shareholders) as required to effect consultancy advice for and at a Customer site. Specific total liability values shall be agreed between Intelligent Aero and the customer.

3 Obligations of the Customer

3.1 The customer is responsible for maintaining its own data on its own servers. The Customer may choose to grant Intelligent Aero direct data access on a read-only basis.

3.2 The customer is obliged not to disclose any login information granted by Intelligent Aero Limited to unauthorised third parties. Customers shall inform Intelligent Aero Limited immediately if they obtain knowledge that unauthorised third parties are aware of the login id and password. Unauthorised third parties are not such persons who utilise storage, which forms the subject matter of the agreement, with the knowledge and agreement of the customer.

3.3 Customers shall provide assurance that they do not enter any contents, which infringe legal regulations, third party personal rights and trademark rights or morality. Customers must in particular heed the data protection provisions to the benefit of the users.

3.4 In the event of an infringement of the above condition, customers are obliged to refrain from all further infringements, to compensate Intelligent Aero Limited for the resultant or resulting loss and to indemnify and exempt Intelligent Aero Limited from third party claims for damages and the reimbursement of expenses caused by the infringement. The exemption obligation also extends to the obligation to fully exempt Intelligent Aero Limited from all legal defence costs (costs for courts, lawyers, etc.).

3.5 This does not affect Intelligent Aero Limited’s right to take further measures, in particular to bar the contents and to issue an extraordinary notice of termination.

4 Temporary Bar

4.1 Intelligent Aero Limited is entitled to disrupt the connection between the stored data and the internet on a temporary basis (barring of the system) if sufficient indications in respect of illegal contents of the stored data exist, in particular as the result of a warning by a supposed infringed party, unless this is obviously unfounded, or as the result of investigations by state authorities. The bar shall be restricted to the supposed infringing contents, if possible. The customer shall be informed of the bar and should be given the reason. The customer shall also be requested to remove the supposed illegal contents or to present their legality and prove it, if necessary. The bar shall be removed as soon as the suspicion has been invalidated.

4.2 If the customer operates programs on the rented storage space, which could negatively impact or, due to known security flaws, threaten the operating characteristics of the systems of Intelligent Aero Limited or its agents, Intelligent Aero Limited is entitled to immediately bar the offer of the customer. The bar shall, if possible, be restricted to the programs causing the negative impact. The customer shall be informed immediately of the bar and should be given reasons.

4.3 Intelligent Aero Limited is further entitled to temporarily disrupt the connection between the stored data and the internet if the customer, defaults in paying the agreed fee or a significant part thereof for any work or service provided 4 days after the due date. Intelligent Aero Limited shall inform the customer that it intends to execute a bar at least 24 hours prior to actual execution This notice is done via an automated email. It is the customers responsibility to read emails that are sent to them. After payment of the arrears, Intelligent Aero Limited shall remove the bar if the arrears are paid through the bank that the bar will be removed on confirmation the payment has been received.

4.4 Despite the bar of an offer for one of the above-mentioned reasons, the customer is obliged to pay the agreed fee, even for the period where the bar applies.

5 Disruption of Availability, Other Defects

5.1 If disruptions of system availability occur, the customer shall inform Intelligent Aero Limited of this immediately. Intelligent Aero Limited shall attempt to remove the disruption of availability immediately. Intelligent Aero Limited are not liable for any losses, financial or otherwise, that may occur due to the lack of availability of the system during this period of disruption.

5.2 In the event of long-term, substantial defects of storage, Intelligent Aero Limited is entitled to remove the defects within a period of grace of 14 days granted by the customer. If a substantial defect cannot be removed within the period of grace, the contract partner can reduce the fee payable.

6 Additional Liability Provisions

6.1 Intelligent Aero Limited is not responsible for the content of the customer’s saved data or the saved contents. Intelligent Aero Limited also does not accept liability for damage suffered by the customer due to alterations of the saved data by the customer or other internet users.

6.2 In addition, Intelligent Aero Limited is not liable for any damages caused by the circumvention of password protection and similar protection facilities through “hacking” on the server used by the Customer. Intelligent Aero Limited and the customer are both informed of the fact that a binding assurance regarding the security of these protection facilities is not possible due to the manifold opportunities of unauthorised third parties to influence the system in and via the internet.

7 Remuneration

7.1 All subscription fees are payable by the customer in advance, following invoicing. Cancellation of any services during the contract term and not subject to any refund either in part or full.

7.2 The agreed flat rate comprises an individual package of services agreed with the Customer. In the event that the agreed workscope is exceeded, the customer shall pay an additional fee on a per day bais. Intelligent Aero Limited shall inform the customer that the volumes have been exceeded immediately after determining this, at the latest, however, when sending the next regular invoice. If such information is not provided, the obligation to pay the additional fee no longer applies.

8 Term

8.1 Agreements will be executed with defined term periods. Termination shall be allowed as defined in the Agreement.

8.2 In the absence of an Agreement, a written Offer by Intelligent Aero Limited and Purchase Order executed by the Customer shall constitute the legal agreement between the parties under clauses 1 through 7 above.