1. About these terms
These terms apply to Digital Health Check services provided by INTELIXA LIMITED trading as Intelixa.
By accepting a Digital Health Check proposal, confirming an instruction, paying a deposit, or otherwise asking Intelixa to begin work, the client agrees to these terms unless Intelixa has agreed different terms in writing.
These terms are intended for business clients, including limited companies, partnerships, sole traders, charities, clubs, associations and other organisations. The Digital Health Check is not intended for individuals acting wholly or mainly outside their trade, business, craft or profession unless Intelixa agrees this separately in writing.
2. What the Digital Health Check is
The Digital Health Check is a structured review of selected parts of the client’s business, digital presence, enquiry handling, systems, workflow and commercial process.
The purpose of the Digital Health Check is to help the client understand what appears to be working, what appears to be causing friction, and where practical improvements may be considered.
The exact scope, fee and deliverables will be set out in the relevant proposal, email confirmation, statement of work, or other written agreement between Intelixa and the client.
3. What the Digital Health Check may include
Depending on the agreed scope, Intelixa may review areas such as:
- website structure, content, enquiry routes and calls to action
- enquiry handling through forms, email, telephone, messaging or social media
- customer relationship management, customer tracking, spreadsheets or contact records
- workflow, administration, handoffs, duplication and process bottlenecks
- digital tools, subscriptions, integrations and system gaps
- quoting, pricing flow, follow-up process and customer journey issues
- client-provided screenshots, exports, sample records, documents, process notes, communications and other relevant materials
Intelixa will decide, acting reasonably, what review steps are appropriate within the agreed scope.
4. What the Digital Health Check does not include
Unless Intelixa agrees otherwise in writing, the Digital Health Check does not include:
- legal advice
- financial advice
- tax or accounting advice
- regulated investment, insurance or financial services advice
- detailed cybersecurity audit or penetration testing
- technical certification, compliance certification or formal assurance
- implementation work
- website development or coding
- CRM configuration
- software development
- supplier management
- staff training
- ongoing consultancy or retained advisory support
Intelixa may identify areas where the client should seek specialist legal, financial, technical, cybersecurity, data protection, accounting or other professional advice.
5. Report and deliverables
The standard Digital Health Check deliverable is a written report, unless the proposal states otherwise.
The report may include observations, findings, risks, priorities, recommendations, possible next steps and areas requiring further investigation.
The report is based on the information available to Intelixa at the time of the review. Intelixa is not responsible for information that is missing, inaccurate, incomplete, misleading or not provided by the client.
The report is prepared for the client’s internal business use. The client must not present the report as a formal audit, certification, legal opinion, financial opinion, cybersecurity assurance, regulatory approval, or guarantee of business performance.
6. Handover meeting
Unless the proposal states otherwise, the Digital Health Check includes one report handover meeting.
The purpose of the handover meeting is to explain the report, clarify the findings and answer reasonable questions about the contents of the report.
The handover meeting is limited to 45 minutes and will normally take place by video call unless Intelixa agrees otherwise.
The handover meeting must be arranged within 30 days of the report being released unless Intelixa agrees otherwise in writing.
The handover meeting is not intended to expand the scope of the Digital Health Check or provide additional consultancy, implementation support, detailed technical configuration, supplier management, training, legal advice, financial advice, accounting advice, tax advice, cybersecurity assurance or ongoing advisory support.
Any further work requested by the client may be quoted separately.
7. Client responsibilities
The client is responsible for:
- providing accurate, complete and relevant information
- responding to reasonable requests for information within a reasonable time
- ensuring that any information, screenshots, exports, documents or records supplied to Intelixa may lawfully be shared with Intelixa
- removing, redacting or anonymising unnecessary personal data, confidential third-party information and sensitive information where reasonably possible
- ensuring that passwords, login credentials, security codes and unnecessary confidential information are not sent to Intelixa
- making its own business decisions following the report
- deciding whether to implement any recommendation
- checking whether specialist legal, financial, tax, accounting, technical, cybersecurity or regulatory advice is needed
If the client does not provide the information Intelixa reasonably needs, Intelixa may pause the Digital Health Check, revise the scope, revise the timetable, charge additional fees, or close the project after reasonable notice.
8. Client-provided materials and sensitive information
The client may provide screenshots, exports, sample records, documents, process notes, communications and other materials reasonably required for Intelixa to carry out the Digital Health Check.
The client must only provide materials that are relevant to the agreed scope.
Where possible, the client should remove, redact or anonymise unnecessary personal data, confidential third-party information and sensitive information before providing materials.
The client must not provide special category personal data, criminal offence data, safeguarding information, detailed HR records, medical information, financial account data, passwords, authentication credentials or other highly sensitive information unless Intelixa has specifically requested it and agreed appropriate handling arrangements in writing.
Intelixa may decline to review, delete, return or request replacement copies of any materials that appear excessive, irrelevant, unnecessarily sensitive or outside the agreed scope of the Digital Health Check.
9. Artificial intelligence and digital tools
Intelixa may use software, automation and AI-assisted tools to help organise, summarise, analyse, check or draft parts of the Digital Health Check work.
Intelixa remains responsible for reviewing the final report before release to the client.
Intelixa will not knowingly submit unnecessary personal data, special category personal data, passwords, authentication credentials or highly sensitive client information into AI tools.
The client must not provide information for AI-assisted review unless it is authorised to do so and the information is relevant to the Digital Health Check.
AI-assisted outputs may support Intelixa’s analysis, but they do not replace human judgement, professional review or client decision-making.
10. Fees, deposit and payment
The fees for the Digital Health Check will be stated in the proposal or other written confirmation.
Unless the proposal states otherwise, the payment structure is:
40% deposit payable on acceptance of the proposal or booking confirmation; 60% balance payable when Intelixa confirms that the report is ready for release.
Intelixa is not required to start substantive work until the deposit has cleared.
Intelixa may withhold the final report and any associated deliverables until all fees due have been paid in cleared funds.
The deposit is credited against the total fee. It reserves Intelixa’s time and allows work to begin.
If the client cancels after work has started, fails to provide required information, delays the process, or does not engage with the Digital Health Check within a reasonable time, Intelixa may retain a fair and reasonable amount from the deposit to reflect work already carried out, time reserved, administration and costs incurred.
Any refund will be assessed by reference to the stage reached, the work completed, the time reserved, costs incurred and the circumstances of cancellation.
11. Late payment
If a business client does not pay an invoice by the due date, Intelixa may charge interest and recovery costs in accordance with applicable late-payment legislation, unless the proposal states a different lawful payment arrangement.
Intelixa may also pause work, withhold deliverables, suspend further services, or decline further work until overdue sums are paid.
12. Timetable
Any estimated timetable is dependent on the client providing information, feedback and access reasonably required by Intelixa.
Intelixa will use reasonable efforts to meet agreed timescales, but time is not of the essence unless expressly agreed in writing.
Intelixa is not responsible for delays caused by the client, third-party systems, third-party suppliers, hosting providers, software providers, internet services, illness, force majeure events or circumstances outside Intelixa’s reasonable control.
13. Changes to scope
If the client requests work outside the agreed scope, Intelixa may treat this as additional work.
Additional work may require a revised proposal, separate quote, additional fee, revised timetable or separate terms.
Intelixa is not required to perform additional work unless it has been agreed in writing.
14. Reliance on the report
The Digital Health Check report is prepared for the client named in the proposal.
No third party may rely on the report without Intelixa’s prior written agreement.
The report is intended to support business understanding and decision-making. It does not guarantee any particular commercial result, saving, revenue improvement, system performance, lead generation, conversion rate, ranking, compliance outcome or business outcome.
The client remains responsible for deciding whether and how to act on the report.
15. Confidentiality
Each party must keep the other party’s confidential information confidential and must not disclose it except as required to perform the Digital Health Check, comply with law, obtain professional advice, or as otherwise agreed in writing.
Confidential information does not include information that is already public, lawfully received from another source, independently developed, or required to be disclosed by law or a competent authority.
16. Data protection
Each party must comply with applicable data protection law.
Intelixa’s public Privacy Notice explains how Intelixa handles personal data for its own business purposes. See /privacy/.
Where the client provides personal data relating to its own customers, staff, suppliers, prospects or other third parties, the client is responsible for ensuring that it has a lawful basis to share that information with Intelixa.
Where appropriate, Intelixa may require a separate data processing agreement or additional data handling terms before reviewing certain client materials.
The client should not send unnecessary personal data or sensitive information to Intelixa.
17. Intellectual property, use and publication of the report
Intelixa retains ownership of its pre-existing materials, methods, templates, know-how, tools, prompts, processes, frameworks and working materials.
Subject to full payment, the client may use the final Digital Health Check report for its own internal business purposes.
The report, and any related templates, analysis, scoring, frameworks, recommendations, working methods or supporting materials supplied by Intelixa, are provided for the client’s internal use only.
The client must not publish, reproduce, distribute, sell, license, upload, share publicly, use in marketing, provide to the media, include in public tenders, or make available to third parties all or any part of the report without Intelixa’s prior written approval.
The client must not quote from the report selectively or out of context in a way that may misrepresent Intelixa’s findings, recommendations, opinion or involvement.
The client may share the report privately with its professional advisers, directors, partners, senior employees, finance providers, insurers, accountants, lawyers, or implementation suppliers where this is reasonably necessary for the client’s internal business purposes, provided the recipient is made aware that the report is confidential and must not be further shared or published.
Intelixa may refuse permission for publication or external use where it reasonably believes that publication could disclose commercially sensitive material, misrepresent the report, expose confidential information, create legal or reputational risk, or suggest that Intelixa has endorsed a third party, supplier, product, service, business claim or investment decision.
Any approved public reference to the report must be agreed with Intelixa in writing before publication.
The client retains ownership of materials it provides to Intelixa.
18. Publicity and case studies
Intelixa will not use the client’s name, logo or identifiable project details in public marketing, case studies or promotional material without the client’s consent.
Intelixa may refer internally to the project for record-keeping, service improvement and business administration.
19. Liability
Intelixa will provide the Digital Health Check with reasonable care and skill.
Nothing in these terms limits or excludes liability where it would be unlawful to do so, including liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded.
Subject to the above, Intelixa is not liable for:
- loss of profit
- loss of revenue
- loss of business
- loss of opportunity
- loss of anticipated savings
- loss of goodwill
- loss or corruption of data
- indirect or consequential loss
- decisions made by the client after receiving the report
- implementation work carried out by the client or third parties
- errors caused by incomplete, inaccurate or misleading client information
- failures, changes or limitations in third-party systems, software, platforms or suppliers
Subject to the above, Intelixa’s total liability arising out of or in connection with the Digital Health Check is limited to the total fees paid or payable by the client for the relevant Digital Health Check.
20. Termination and cancellation
Either party may cancel or terminate the Digital Health Check by giving written notice.
If the client cancels before work has started, Intelixa will normally refund the deposit, less any payment processing charges, administration costs or other costs already incurred.
If the client cancels after work has started, Intelixa may retain a fair and reasonable amount to reflect work completed, time reserved, administration and costs incurred.
Intelixa may terminate the Digital Health Check if:
- the client does not pay sums due
- the client does not provide required information within a reasonable time
- the client asks Intelixa to act unlawfully, unethically or outside the agreed scope
- the client provides excessive, irrelevant or highly sensitive material without appropriate safeguards
- there is a breakdown in communication or trust that makes it unreasonable to continue
21. Complaints and resolving issues
If the client is unhappy with the Digital Health Check, the client should contact Intelixa promptly and explain the concern.
Intelixa will review the concern and may, where appropriate, clarify the report, correct an error, provide further explanation, or propose a fair resolution.
The client should raise any concern about the report within 14 days of receiving it, where reasonably possible.
22. Force majeure
Intelixa is not responsible for delay or failure caused by events outside its reasonable control, including illness, power failure, internet failure, cyber incident, supplier failure, platform outage, fire, flood, industrial action, war, terrorism, pandemic, government action or other events beyond reasonable control.
23. Governing law and jurisdiction
These terms are governed by the laws of England and Wales.
The courts of England and Wales will have exclusive jurisdiction, unless applicable law requires otherwise.
24. Updates to these terms
Intelixa may update these terms from time to time.
The terms that apply to a Digital Health Check will normally be the terms in force when the client accepts the relevant proposal, unless Intelixa and the client agree otherwise in writing.