IMPGENT STANDARD TERMS & CONDITIONS

Version: 2.0
Effective: August 2025
Classification: Public
Contact: legal@impgent.com

1. AGREEMENT STRUCTURE

These Terms apply to all Order Forms. Order Form + These Terms = Complete Agreement.

2. SERVICES

2.1 Platform Services

The Impgent Platform ("Services") provides intelligent implementation automation for business software systems, comprising:

a) Configuration Services

Template creation and management for system configurations
AI-powered configuration assistant that guides end users through requirements
Field mapping and validation for industry and country-specific needs
Export of validated configurations in implementation-ready formats (JSON, CSV, XML)

b) Data Migration Services

Automated data extraction from multiple file formats (CSV, Excel, PDF)
Intelligent field mapping and data transformation
Data validation and quality checks against business rules
Error reporting and remediation workflows
Bulk data processing and formatting for target systems

c) Onboarding & Education Services

Interactive training modules for end users
System adoption tracking and analytics
Customizable onboarding workflows
Knowledge base and documentation management

d) Project Management

Implementation project creation and tracking
External customer portal with secure access links
Progress monitoring and completion tracking
Multi-stakeholder collaboration tools

2.2 AI-Powered Features

The Services include artificial intelligence capabilities for:

Conversational interfaces that guide users through complex configurations
Automatic detection and extraction of configuration fields from documents
Intelligent validation rule generation based on context
Smart data transformation and mapping suggestions
Natural language processing for requirement gathering

2.3 External Customer Interface

We provide secure, shareable links enabling your customers to:

Access assigned implementation projects without creating accounts
Complete configuration requirements through guided workflows
Upload and validate data for migration
Track progress and receive real-time feedback
Export completed configurations for import into target systems

2.4 Service Availability

2.4.1 Availability Target: We target 99.5% platform availability measured monthly. This is a target only and not a guaranteed service level.

2.4.2 Planned Maintenance: We may perform planned maintenance with 48 hours advance notice via email. Planned maintenance windows will not exceed 4 hours per month and will typically be scheduled outside UK business hours.

2.4.3 Emergency Maintenance: We reserve the right to perform emergency maintenance without notice to address security issues, critical bugs, or system failures.

2.5 Support Services

2.5.1 Support Levels: Support services are provided as specified in your Order Form. Different support tiers may include varying response times, communication channels, and service levels.

2.5.2 Standard Support (unless otherwise specified in Order Form):

Email support via support@impgent.com
UK business hours (Monday-Friday, 9am-5pm GMT, excluding bank holidays)
Response within 2 business days for general queries
Response within 1 business day for system access issues
Access to online documentation and knowledge base

2.5.3 Early Adopter Support (if applicable per Order Form):

All Standard Support features plus:
Direct access to product team
Weekly check-ins during first month
Monthly service reviews
Priority feature requests
Beta access to new features

2.6 Service Modifications

2.6.1 We may modify the Services provided that:

Core functionality is maintained
30 days notice is given for material adverse changes
Immediate changes may be made for security or legal compliance
New features may be added at any time

2.7 Limitations and Exclusions

The Services do not include:

Custom software development or bespoke integrations
Direct API integration development with third-party systems
Manual data entry or configuration services
Legal, tax, or regulatory compliance advice
Storage of customer data beyond 90 days post-project completion
Guaranteed uptime or service level agreements (unless separately agreed)
Support outside of agreed support hours

3. PAYMENT

3.1 Fees per Order Form. Paid via Stripe or invoice.

3.2 Monthly billing is via Stripe using customers debit/credit card. Annual billing can be via Stripe or invoice. Annual payment due 15 days from order form signature.

3.3 Late payment: service suspension + 4% above BoE base rate.

3.4 Prices exclude VAT. May increase with 30 days notice.

3.5 Annual payments attain to 10% discount to the usage fees.

3.6 Monthly billing the first payment will be one month subscription fee plus annual support fee.

4. YOUR OBLIGATIONS

You shall not: reverse engineer, resell without permission, exceed limits, transmit malware, or use for illegal purposes.

5. INTELLECTUAL PROPERTY

5.1 We own the platform. You own your data.

5.2 We can use anonymized/aggregated data.

5.3 Feedback becomes ours to use freely.

6. DATA PROTECTION

6.1 We're the Processor, you're the Controller.

6.2 See separate DPA at impgent.com/data-processing-agreement

6.3 Security: TLS 1.3+, AES-256, Cloud Hosting.

6.4 30-day retention post-termination.

6.5 Data Processing Agreement is subject to change upon the advice of Security Advisor we are currently consulting with.

7. LIABILITY

7.1 Cap: 12 months fees paid.

7.2 No indirect/consequential damages.

7.3 Excludes: death/injury, fraud, data breaches, gross negligence.

8. CONFIDENTIALITY

Both parties keep confidential info secret for 5 years post-termination.

9. TERMINATION

9.1 Either party: 30 days notice (monthly) or 60 days (annual).

9.2 Immediate for material breach not cured within 30 days.

9.3 Data available for export for 30 days post-termination.

10. WARRANTIES

10.1 Service performs substantially as described.

10.2 OTHERWISE "AS IS" - NO OTHER WARRANTIES.

11. FORCE MAJEURE

Neither party liable for delays beyond control (AWS outages, acts of God, etc).

12. GENERAL

12.1 English law governs. London courts.

12.2 No third-party rights.

12.3 Entire agreement with Order Form.

12.4 Changes require written agreement.

13. EARLY ADOPTER PROGRAM

13.1 Early Adopters agree to:

Monthly feedback sessions
Act as reference (3x per year max)
Case study participation if KPIs met
Logo usage in marketing (with approval)

13.2 Benefits: Discounted pricing, enhanced support, priority features.

13.3 Annual payment before 31/12/25 grants additional 12 months discounted pricing.

14. IMPLEMENTATION SERVICES

14.1 Scope

We provide implementation support including:

Initial requirements gathering and planning
Configuration of templates and workflows
Data migration setup and testing
User training and documentation
Go-live support and handover

14.2 Implementation Approach

Services provided remotely unless otherwise agreed
Standard implementation: 2-6 weeks depending on complexity
Agile methodology with weekly reviews
Customer feedback incorporated iteratively

14.3 Customer Responsibilities

Customer must:

Designate a project sponsor with decision authority
Provide timely access to systems and data
Respond to queries within 2 business days
Participate in scheduled reviews and testing
Accept or reject deliverables within 5 business days

14.4 Deliverables & Acceptance

Deliverables deemed accepted if not rejected within 5 business days
Rejection must specify non-conformities in writing
We'll remedy valid non-conformities and resubmit
After 2 rounds, deliverables accepted if materially conforming

14.5 Timeline & Delays

Timelines are estimates only, not binding commitments
Delays caused by Customer extend timeline accordingly
We'll notify of any anticipated delays promptly
No liability for delayed implementation

14.6 Limitations

No warranty on business outcomes or ROI
Customer retains responsibility for business decisions
We don't guarantee compatibility with all systems
Implementation advice is not legal/tax/regulatory guidance