We are IntelComms Ltd (the "Supplier"), a company registered in England and Wales. These terms govern the use of the IntelComms platform by schools, academies, and multi-academy trusts (the "Customer").
The following definitions apply throughout this Agreement:
| "Authorised Users" | Employees, agents and contractors of the Customer authorised to use the Services, including office staff, school leaders, and designated safeguarding leads. |
| "Business Day" | A day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. |
| "Customer" | The school, academy, multi-academy trust or other legal entity that purchases Services from the Supplier. |
| "Customer Data" | All data inputted or supplied by the Customer or processed by the Supplier on behalf of the Customer, including parent contact details, absence records, safeguarding logs, and school documents. |
| "Free Trial Period" | The 60-day evaluation period during which the Customer may use the Services at no charge. |
| "Services" | The IntelComms AI WhatsApp messaging platform, including automated parent communication, absence logging, safeguarding alerting, multilingual response, and dashboard reporting. |
| "Subscription Fees" | The fees payable by the Customer as set out in the pricing schedule agreed at the point of purchase. |
| "Subscription Period" | The 12-month period following the Free Trial Period, or each subsequent 12-month renewal period. |
| "UK GDPR" | Has the meaning given in the Data Protection Act 2018. |
| "Virus" | Any software, code or device that may impair, corrupt, or adversely affect the operation of any system, service, or data. |
| "WhatsApp" | The messaging platform operated by Meta Platforms Inc., used by parents to communicate with the school via the IntelComms service. |
2.1 The Customer may elect to commence a 60-day Free Trial Period from the date IntelComms is activated for the Customer's school. The Customer notifies the Supplier of this election by completing the free trial request form at intelcomms.co.uk/free-trial.
2.2 During the Free Trial Period, the Customer will have access to all features of the Services including the office dashboard, SLT dashboard, absence logging, safeguarding alerts, and multilingual parent messaging.
2.3 Before the end of the Free Trial Period, the Supplier will contact the Customer to discuss whether the Customer wishes to continue using the Services.
2.4 If the Customer elects to continue, Subscription Fees will apply from the start of the first Subscription Period as set out in clause 8.
2.5 This Agreement will terminate on the last day of the Free Trial Period unless the Customer gives written notice to the Supplier before that date confirming its election to continue. All Customer Data will be handled in accordance with clause 5 on termination.
2.6 The Supplier may terminate the Free Trial Period by giving the Customer no less than 5 Business Days' written notice.
3.1 Subject to the terms of this Agreement, the Supplier grants the Customer a non-exclusive, non-transferable right to permit Authorised Users to access and use the Services during the Subscription Period solely for the Customer's internal operations.
3.2 The Customer undertakes that:
3.3 The Customer shall not:
3.4 Multi-academy trusts purchasing subscriptions for multiple schools are subject to the MAT pricing schedule agreed at the point of purchase. Each school site operates as a separate instance within the MAT subscription.
4.1 The Supplier will provide the Services throughout the Subscription Period subject to the terms of this Agreement.
4.2 The Supplier targets a monthly uptime of 99.5% (excluding planned maintenance and circumstances outside its reasonable control) and will use commercially reasonable endeavours to make the Services available 24 hours a day, 7 days a week, except for:
4.2.1 The Supplier will notify the Customer of unplanned outages lasting more than 30 minutes by email. Uptime performance will be reported in the monthly dashboard report.
4.3 The Services rely on third-party infrastructure including Meta's WhatsApp Cloud API, Anthropic's Claude AI, and cloud hosting providers. The Supplier will use reasonable endeavours to ensure continuity of service but cannot guarantee the availability of third-party platforms.
4.4 The Supplier will provide initial onboarding support, including configuration of the AI knowledge base from the Customer's uploaded documents. Ongoing support is available by email at contact@intelcomms.co.uk.
4.5 The AI will only respond to parents using information contained in documents approved and uploaded by the Customer. It will not draw on general internet knowledge or data from other schools.
4.6 The AI generates responses based solely on documents approved and uploaded by the Customer. The Supplier does not guarantee that responses will be error-free in all circumstances. The Customer remains responsible for the accuracy and completeness of documents uploaded. Where the AI cannot answer a query, it will inform the parent and direct them to the appropriate school contact.
5.1 Both parties will comply with all applicable data protection legislation including UK GDPR and the Data Protection Act 2018.
5.2 The Customer is the data controller for all personal data processed through the Services. The Supplier acts as a data processor on the Customer's behalf.
5.3 The Supplier will only process personal data in accordance with the Customer's documented instructions and for the purpose of delivering the Services.
5.4 The Supplier maintains appropriate technical and organisational measures to protect personal data, including:
5.5 Safeguarding data: All messages flagged as potential safeguarding concerns are logged with a full audit trail, timestamped and searchable. This data is retained for a minimum of 7 years in accordance with statutory guidance (Keeping Children Safe in Education and the IRMS Toolkit for Schools). Notwithstanding clause 5.7, safeguarding data will be retained for this minimum statutory period regardless of termination of this Agreement.
5.6 The Supplier will not share Customer Data with any third party except where strictly necessary to deliver the Services (for example, passing message content to the AI provider for processing), or where required by law.
5.7 On termination of this Agreement, the Supplier will, at the Customer's written request, return or delete all Customer Data within 30 days, except where retention is required by law.
5.8 The parties will enter into a Data Processing Agreement (DPA) as a schedule to this Agreement. The DPA governs in detail the processing of personal data and takes precedence over this clause in the event of any conflict.
6.1 The Supplier will configure the Services in accordance with the information provided by the Customer during onboarding.
6.2 The Supplier will maintain the AI knowledge base using documents uploaded by the Customer and will update it promptly when new documents are provided.
6.3 The Supplier will notify the Customer promptly of:
6.4 The Supplier will provide monthly usage reports to the Customer, including AI deflection rate, staff hours saved, parent engagement statistics, language data, and content gap analysis.
7.1 The Customer is responsible for:
7.2 The Customer must not upload any documents containing information that is unlawful, confidential beyond the scope of parent communication, or that the Customer does not have the right to share.
7.3 The Customer acknowledges that the accuracy of AI responses depends on the quality and completeness of documents uploaded. The Customer is responsible for reviewing and updating documents regularly.
7.4 The Customer is responsible for complying with its own obligations under UK GDPR as data controller, including providing appropriate privacy notices to parents.
8.1 The Subscription Fees are as agreed at the point of purchase. Current pricing is available at intelcomms.co.uk.
8.2 Subscription Fees are invoiced annually in advance, following the Free Trial Period.
8.2.1 Important — auto-renewal: Subscriptions automatically renew for successive 12-month Subscription Periods on the anniversary of the start date of the first Subscription Period, unless the Customer gives written notice to terminate no less than 30 days before the renewal date. The Customer will be reminded of the upcoming renewal date no less than 60 days in advance.
8.3 Payment is due within 30 days of invoice. The Supplier reserves the right to suspend access to the Services if payment is not received within 60 days of the invoice date.
8.4 The Supplier may increase Subscription Fees at the start of any new Subscription Period by giving the Customer no less than 30 days' written notice. If the Customer does not accept the new pricing, it may terminate this Agreement by giving notice before the new Subscription Period begins.
8.5 All fees are exclusive of VAT, which will be applied where applicable at the prevailing rate.
8.6 Multi-Academy Trusts with multiple schools are eligible for a volume discount. Applicable rates will be agreed in writing prior to the commencement of the Subscription Period.
9.1 The Supplier retains all intellectual property rights in the Services, software, platform, and any improvements or developments made to them.
9.2 The Customer retains all intellectual property rights in the Customer Data, including school documents, parent communications, and absence records.
9.3 The Customer grants the Supplier a limited licence to use Customer Data solely for the purpose of delivering the Services as described in this Agreement.
9.4 The Supplier will not use Customer Data to train AI models or for any purpose other than delivering the Services to the Customer.
10.1 Each party will keep confidential all information received from the other party that is identified as confidential or that a reasonable person would recognise as confidential given the nature of the information.
10.2 Neither party will disclose confidential information to any third party without the other party's prior written consent, except where required by law or regulation.
10.3 The obligations in this clause will survive termination of this Agreement for a period of 5 years.
11.1 The Customer will indemnify the Supplier against any claims, losses, damages, costs or expenses arising from:
11.2 The Supplier will indemnify the Customer against any claim that the Services infringe any third-party intellectual property rights, provided the Customer notifies the Supplier promptly of any such claim.
12.1 Nothing in this Agreement limits or excludes either party's liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.
12.2 Subject to clause 12.1, the Supplier's total aggregate liability to the Customer under or in connection with this Agreement will not exceed: (a) for claims relating to personal data breaches or safeguarding failures — the total Subscription Fees paid by the Customer in the 24 months preceding the claim; and (b) for all other claims — the total Subscription Fees paid in the 12 months preceding the claim.
12.3 The Supplier will not be liable for any indirect, consequential, or special loss, including loss of profit, loss of data, or loss of goodwill, even if advised of the possibility of such loss.
12.4 The AI generates responses from Customer-approved documents and does not make autonomous decisions on safeguarding matters — all welfare concerns are escalated to the designated DSL with the full conversation thread for human review. The Supplier is not liable for the content of AI-generated responses where those responses are based on information provided by the Customer. The Customer is responsible for maintaining appropriate human oversight of parent communications, particularly where safeguarding or welfare is concerned, and for reviewing the accuracy of documents uploaded to the platform.
12.5 The Supplier is not responsible for the availability or performance of third-party platforms including WhatsApp, Meta's Cloud API, or Anthropic's Claude AI service, beyond using reasonable endeavours to maintain service continuity.
13.1 This Agreement commences on the date the Customer's free trial is activated and continues for the Free Trial Period and each subsequent Subscription Period unless terminated earlier in accordance with this clause.
13.2 Either party may terminate this Agreement at the end of a Subscription Period by giving the other party no less than 30 days' written notice before the end of that period.
13.3 Either party may terminate this Agreement immediately by written notice if the other party:
13.4 The Supplier may suspend or terminate the Customer's access to the Services immediately if the Customer's use poses a risk to the security, integrity, or performance of the platform or to other customers.
13.5 On termination, all licences granted under this Agreement will cease. The Customer must immediately cease using the Services.
13.6 Termination does not affect any rights or remedies accrued prior to the date of termination.
13.7 For the avoidance of doubt, the automatic renewal provisions set out in clause 8.2.1 apply to each Subscription Period.
14.1 Entire agreement. This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, representations, and understandings.
14.2 Variation. The Supplier may update these terms from time to time. The Customer will be given no less than 30 days' notice of material changes. Continued use of the Services after that period constitutes acceptance of the updated terms.
14.3 Waiver. A failure by either party to exercise, or delay in exercising, any right under this Agreement does not constitute a waiver of that right.
14.4 Severance. If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force and effect.
14.5 Force majeure. Neither party will be in breach of this Agreement where its obligations are prevented by circumstances beyond its reasonable control, including natural disasters, government action, or failure of third-party infrastructure.
14.6 Governing law. This Agreement is governed by the laws of England and Wales. Any disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.
14.7 Notices. All notices under this Agreement must be in writing and delivered by email or post. Notices to the Supplier should be sent to contact@intelcomms.co.uk.
14.8 Assignment. The Customer may not assign or transfer this Agreement without the Supplier's prior written consent. The Supplier may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.
Questions about these terms?
Contact us at contact@intelcomms.co.uk or write to us at our registered address. We are happy to discuss any aspect of this Agreement before you commit to a subscription.