Last updated: January 2026
1. Scope and Applicability
1.1 These Terms and Conditions of Sale (“Terms”) govern the sale of software products and services by Intergral Ltd, a company incorporated in England and Wales (“Intergral”, “we”, “us”).
1.2 These Terms apply exclusively to business customers acting in the course of their trade, business, or profession. Consumer transactions are expressly excluded.
1.3 These Terms apply to all quotes, orders, subscriptions, and contracts unless expressly agreed otherwise in writing by Intergral.
2. Contract Formation
2.1 Quotes and offers issued by Intergral are non-binding and valid only for the period stated in the relevant quote.
2.2 A binding contract is formed when the Customer:
- accepts a quote by email or other written confirmation,
- issues a purchase order referencing a quote,
- accepts a quote electronically (including via Stripe), or
- makes payment.
2.3 Acceptance must occur before the quote expiry date. Late acceptance requires Intergral’s written confirmation.
2.4 Any terms or conditions provided by the Customer (including in purchase orders) are excluded, unless expressly agreed in writing by Intergral.
3. Products and Services
3.1 Intergral provides:
- on-premise software products (e.g. FusionReactor),
- cloud-based SaaS services (e.g. FusionReactor Cloud / OpsPilot),
- related support, maintenance, and professional services.
3.2 The scope, pricing, subscription term, and applicable metrics are defined in the relevant quote or order.
4. Capacity, Usage and Overage
4.1. Reserved Capacity
Customer subscriptions are based on a reserved capacity model.
- The Customer agrees to a defined level of reserved capacity for the applicable billing term (“Reserved Capacity”)
- Reserved Capacity may be expressed as:
- number of licensed seats (e.g. hosts or containers), or
- other usage-based units (e.g. data ingestion, traces, or metrics), depending on the product
Reserved Capacity represents the baseline level of service included in the Customer’s subscription.
4.2. Usage
- The Customer’s actual usage of the Services may vary during the billing term
- Intergral will measure usage continuously against the Reserved Capacity
- Intergral’s measurement of usage shall be final and binding unless manifestly erroneous.
- The Customer shall not attempt to circumvent or avoid usage measurement.
4.3. Overage
If the Customer’s usage exceeds the Reserved Capacity:
- Any use in excess of Reserved Capacity is permitted and will be treated as Overage unless otherwise agreed.
- Billing for Overage shall be based on Intergral’s recorded usage data
Intergral may invoice Overage:
- automatically via the Customer’s payment method on file, or
- via periodic invoicing (e.g. monthly or quarterly), where no automatic payment method is available
4.4. Payment Method
Intergral may require the Customer to maintain a valid payment method on file to support:
- automatic billing of Overage
- uninterrupted provision of Services
4.5. No Service Interruption
Unless otherwise agreed in writing:
- exceeding Reserved Capacity will not automatically result in suspension of Services
- instead, such usage will be treated as Overage and billed accordingly
4.6. Adjustments to Reserved Capacity
- The Customer may increase Reserved Capacity during the billing term, effective immediately
- Reductions to Reserved Capacity will only take effect at the start of the next renewal term
4.7. Transparency
Intergral will use reasonable efforts to:
- provide visibility into usage levels
- notify Customers as they approach or exceed Reserved Capacity
Such notifications are provided for convenience only and do not limit the Customer’s obligation to monitor usage or to pay for actual usage.
5. Order of Precedence
In the event of conflict, the following order applies:
- Quote or Order Form
- These Terms
- Applicable SaaS Service Terms (if any)
- End User License Agreement (EULA)
- Data Processing Agreement (DPA), if applicable
6. Prices, VAT, and Taxes
6.1 All prices are stated exclusive of VAT and other applicable taxes unless expressly stated otherwise.
6.2 UK VAT will be charged at the applicable rate where required by law.
6.3 Where a valid VAT registration number is provided and the supply qualifies, VAT may be accounted for in accordance with applicable UK VAT rules.
6.4 The Customer is responsible for all other taxes, duties, or charges imposed by governmental authorities other than taxes on Intergral’s net income.
7. Payment Terms
7.1 Invoices are issued upon acceptance of a quote unless otherwise agreed.
7.2 Payment is due within 30 days of the invoice date.
7.3 Payment methods may include credit card and bank transfer, as made available via Stripe or otherwise agreed.
7.4 In the event of late payment, Intergral may charge interest and recover reasonable costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, as amended.
8. Subscription Term and Termination
8.1 Subscription terms (monthly, annual, or multi-year) are defined in the applicable quote or order.
8.2 Subscriptions automatically renew for successive periods equal to the initial term unless terminated in writing at least 30 days prior to the end of the current term.
8.3 Either party may terminate for cause if the other party materially breaches these Terms and fails to remedy such breach within 30 days of written notice.
8.4 Termination does not release the Customer from payment obligations accrued prior to termination.
9. Intellectual Property and Product Terms
9.1 All intellectual property rights in the software and services remain with Intergral or its licensors.
9.2 Use of on-premise software is governed exclusively by the applicable End User License Agreement (EULA).
9.3 Use of SaaS services is governed by the applicable Service Terms and Acceptable Use Policy, if any.
9.4 No rights are granted except as expressly set out in the applicable product terms.
10. Liability
10.1 Nothing in these Terms limits or excludes liability for:
- death or personal injury caused by negligence,
- fraud or fraudulent misrepresentation,
- or any liability which cannot be excluded under applicable law.
10.2 Subject to clause 10.1, Intergral shall not be liable for any indirect, consequential, or special losses.
10.3 Intergral’s total aggregate liability arising out of or in connection with these Terms shall not exceed the fees paid by the Customer to Intergral in the twelve (12) months preceding the event giving rise to the claim.
11. Data Protection
11.1 Intergral processes personal data in accordance with applicable data protection laws, including the UK GDPR.
11.2 Where Intergral acts as a processor, a Data Processing Agreement (DPA) applies.
11.3 Further information is available in Intergral’s Privacy Policy at:
https://www.intergral.com/privacy-statement/
12. Governing Law and Jurisdiction
12.1 These Terms and all contractual relationships are governed by the laws of England and Wales.
12.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms.
13. Final Provisions
13.1 Intergral may update these Terms from time to time. Material changes will be communicated appropriately.
13.2 If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.
13.3 These Terms constitute the entire agreement between the parties in relation to their subject matter.
Contact
Intergral Ltd
c/o Mulholland & Co
The Old Bakery
3a King Street
Delph
Greater Manchester
OL3 5DL
United Kingdom