Terms and Conditions of Sale

Terms and Conditions of Sale

Last Updated: 19 September 2026

These Terms and Conditions of Sale (“Terms”) govern the sale and supply of products, services, solutions, subscriptions, consulting, software, digital products, and other goods or services (“Products” or “Services”) provided by INS-CO (“INS-CO”, “we”, “us”, or “our”) to a customer (“Customer”, “you”, or “your”).

By placing an order, accepting a quotation, signing an agreement, purchasing a Product or Service, or otherwise engaging INS-CO to provide Products or Services, you agree to be bound by these Terms unless a separate written agreement signed by both parties expressly provides otherwise.

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1. Scope and Application

1.1. These Terms apply to all quotations, offers, orders, contracts, purchases, deliveries, and supplies of Products and Services by INS-CO.

1.2. Any terms proposed by the Customer, including terms contained in a purchase order, procurement system, email, or other document, shall not apply unless expressly accepted by INS-CO in writing.

1.3. If the parties have entered into a separate written agreement, that agreement shall take precedence over these Terms to the extent of any inconsistency.

1.4. INS-CO reserves the right to update these Terms from time to time. The version applicable to an order is the version in effect when the order is accepted, unless otherwise agreed in writing.

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2. Definitions

For purposes of these Terms:

“Agreement” means the contract between INS-CO and the Customer for the provision of Products or Services.

“Customer” means the individual, company, organisation, or other legal entity purchasing Products or Services from INS-CO.

“Order” means a Customer’s request to purchase Products or Services.

“Quotation” means a written commercial proposal or quotation issued by INS-CO.

“Products” means physical goods, software, licences, digital products, documentation, or other products supplied by INS-CO or its suppliers.

“Services” means consulting, implementation, development, support, maintenance, subscription, professional, technical, digital, or other services provided by INS-CO.

“Fees” means the prices, charges, subscriptions, expenses, and other amounts payable by the Customer.

“Business Day” means a day other than Saturday, Sunday, or a public holiday in the applicable place of performance.

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3. Quotations and Offers

3.1. Unless otherwise stated in writing, quotations issued by INS-CO are valid for the period specified in the quotation.

3.2. A quotation does not constitute a binding contract until the Customer’s Order has been accepted by INS-CO.

3.3. INS-CO may correct typographical, calculation, pricing, or specification errors in a quotation before accepting an Order.

3.4. Unless expressly stated otherwise, estimated delivery dates, implementation dates, project durations, and completion dates are estimates only.

3.5. A quotation may be subject to additional assumptions, dependencies, technical requirements, third-party services, Customer responsibilities, or information supplied by the Customer.

3.6. If the scope of work changes after a quotation has been issued, INS-CO may issue a revised quotation or change order.

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4. Orders and Contract Formation

4.1. The Customer may place an Order by accepting a quotation, signing an agreement, submitting a purchase order, completing an online purchase, or otherwise providing written confirmation.

4.2. An Order becomes binding when accepted by INS-CO.

4.3. INS-CO may refuse or cancel an Order where:

the requested Product or Service is unavailable;
information supplied by the Customer is incomplete or inaccurate;
payment or credit requirements are not satisfied;
the Order contains unreasonable or technically impossible requirements;
the Customer has outstanding amounts owed to INS-CO;
performance would violate applicable law or regulatory requirements; or
a material error exists in the price, specification, or availability.

4.4. If INS-CO cannot fulfil an accepted Order, INS-CO will notify the Customer and, where appropriate, refund any amount already paid for the affected Product or Service.

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5. Customer Information and Responsibilities

5.1. The Customer shall provide accurate, complete, and timely information necessary for INS-CO to perform its obligations.

5.2. The Customer is responsible for ensuring that all specifications, instructions, content, materials, data, credentials, access information, and other information supplied to INS-CO are accurate and lawful.

5.3. Delays caused by the Customer, including delayed approvals, missing information, unavailable personnel, restricted access, or failure to complete Customer responsibilities, may result in corresponding changes to delivery dates and additional charges.

5.4. The Customer shall maintain appropriate backups of its data unless backup services are expressly included in the applicable Agreement.

5.5. The Customer shall not request INS-CO to perform any activity that would violate applicable law, third-party rights, contractual obligations, or security requirements.

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6. Prices and Fees

6.1. Prices are those stated in the applicable quotation, Order, price list, or Agreement.

6.2. Unless expressly stated otherwise, prices exclude applicable taxes, VAT, customs duties, shipping charges, third-party fees, and other governmental charges.

6.3. The Customer is responsible for applicable taxes and governmental charges associated with its purchase, except taxes imposed on INS-CO’s net income.

6.4. Recurring Services and subscriptions may be subject to periodic price adjustments. Where legally required, INS-CO will provide the Customer with advance notice of material price changes.

6.5. Additional work outside the agreed scope may be charged at INS-CO’s applicable rates.

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7. Payment

7.1. Payment terms shall be stated in the applicable quotation, invoice, Order, or Agreement.

7.2. Unless otherwise agreed in writing, invoices are due within the payment period specified on the invoice.

7.3. The Customer shall make payment without set-off, deduction, or withholding except where required by applicable law.

7.4. If the Customer fails to pay an undisputed amount when due, INS-CO may, subject to applicable law:

suspend Services;
suspend access to applicable systems or subscriptions;
withhold delivery;
require advance payment for future Orders; and/or
charge lawful interest and recovery costs.

7.5. Suspension for non-payment does not relieve the Customer of its payment obligations.

7.6. Where an invoice is disputed in good faith, the Customer shall notify INS-CO promptly and provide reasonable details of the dispute. Undisputed portions remain payable.

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8. Recurring Services and Subscriptions

8.1. Where a Product or Service is provided on a recurring or subscription basis, the applicable subscription period, renewal terms, fees, and cancellation provisions shall be specified in the relevant Order or Agreement.

8.2. Unless otherwise stated, subscriptions automatically renew for successive periods of the same duration unless cancelled in accordance with the applicable cancellation terms.

8.3. The Customer remains responsible for fees incurred before the effective date of cancellation.

8.4. INS-CO may suspend or terminate a subscription for material breach, including non-payment, subject to applicable law and any contractual cure period.

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9. Delivery and Performance

9.1. INS-CO will use reasonable efforts to deliver Products and perform Services within the agreed timeframe.

9.2. Delivery dates are estimates unless expressly identified as binding in a written agreement.

9.3. INS-CO shall not be liable for delays caused by circumstances outside its reasonable control, including supplier delays, telecommunications failures, hosting failures, cyber incidents, governmental action, labour disruptions, natural events, or Customer delays.

9.4. Partial delivery or partial performance may be permitted where appropriate and legally permissible.

9.5. Where physical Products are supplied, delivery terms such as shipping method, transfer of risk, and title shall be specified in the applicable Order or Agreement.

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10. Inspection and Acceptance

10.1. The Customer shall inspect Products and deliverables within a reasonable period after delivery.

10.2. Any apparent defect, shortage, damage, or non-conformity should be reported to INS-CO promptly with sufficient information to investigate the issue.

10.3. Failure to notify INS-CO within a reasonable period may affect the Customer’s ability to claim for defects that should reasonably have been identified during inspection, subject always to mandatory statutory rights.

10.4. Where Services include a defined acceptance procedure, acceptance shall be handled according to the applicable Agreement or statement of work.

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11. Changes to Scope

11.1. Any material change to the agreed scope may require a written change order.

11.2. A change request may affect:

Fees;
delivery dates;
resource requirements;
technical specifications;
third-party costs;
implementation requirements; and
other contractual terms.

11.3. INS-CO is not required to begin material additional work until the applicable change has been agreed.

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12. Software, Digital Products and Licences

12.1. Where INS-CO provides software or digital Products, the Customer receives only the rights expressly granted under the applicable licence or Agreement.

12.2. Unless expressly authorised, the Customer shall not:

resell or sublicense the Product;
reverse engineer it where prohibited by applicable law;
remove proprietary notices;
use it outside the agreed licence scope;
circumvent technical restrictions; or
provide unauthorised access to third parties.

12.3. Third-party software may be subject to additional licence terms imposed by its respective provider.

12.4. Where third-party software, platforms, hosting, APIs, payment services, communication services, or other external systems are required, their availability and functionality may depend on the relevant third-party provider.

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13. Intellectual Property

13.1. Unless otherwise agreed in writing, INS-CO and/or its licensors retain all intellectual property rights in:

software;
source code;
templates;
methodologies;
frameworks;
documentation;
designs;
know-how;
processes;
pre-existing materials; and
other materials developed or owned by INS-CO independently of the Customer.

13.2. Payment for Services does not automatically transfer intellectual property rights to the Customer unless the applicable Agreement expressly provides for such transfer.

13.3. Where custom deliverables are created specifically for the Customer, ownership and licence rights shall be determined by the applicable Agreement.

13.4. The Customer grants INS-CO a limited right to use Customer-provided materials solely to the extent necessary to perform the Agreement.

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14. Confidentiality

14.1. Each party shall keep confidential information received from the other party confidential and shall use it only for purposes related to the Agreement.

14.2. Confidential information does not include information that:

is publicly available without breach of the Agreement;
was lawfully known before disclosure;
is independently developed without use of confidential information; or
is lawfully received from a third party without confidentiality obligations.

14.3. A party may disclose confidential information where required by law, regulation, court order, or competent governmental authority.

14.4. These confidentiality obligations survive termination of the Agreement for as long as the information remains confidential, subject to applicable law.

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15. Data Protection and Privacy

15.1. Each party shall comply with applicable data protection and privacy laws.

15.2. Where INS-CO processes personal data on behalf of the Customer, the parties may be required to enter into an appropriate data processing agreement.

15.3. The Customer is responsible for ensuring that it has a lawful basis and appropriate rights to provide personal data to INS-CO where required.

15.4. INS-CO’s handling of personal data is also governed by its applicable Privacy Policy and other relevant privacy documentation.

15.5. Nothing in these Terms limits any mandatory rights or obligations arising under applicable data protection legislation.

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16. Warranties

16.1. INS-CO warrants that Services will be performed with reasonable care and skill as required by applicable law.

16.2. Where a specific warranty is expressly provided for a Product or Service, that warranty applies according to its stated terms.

16.3. INS-CO does not warrant that:

Services will always be uninterrupted;
software will be completely error-free;
third-party systems will always be available;
a Product will meet requirements that were not communicated and accepted in writing; or
a particular commercial, financial, operational, or business result will be achieved unless expressly guaranteed in writing.

16.4. To the extent permitted by law, warranties do not cover problems caused by misuse, unauthorised modifications, improper configuration, failure to follow instructions, third-party systems, or circumstances outside INS-CO’s reasonable control.

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17. Third-Party Services

17.1. Certain Products or Services may depend on third-party providers.

17.2. INS-CO is not responsible for a third party’s independent failure to provide its service where that failure is outside INS-CO’s reasonable control.

17.3. Third-party services may be governed by separate terms and privacy policies.

17.4. If a third-party provider changes, suspends, discontinues, or materially modifies its service, INS-CO may make reasonable corresponding changes to the affected Service.

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18. Customer Content and Materials

18.1. The Customer retains ownership of materials supplied by the Customer, subject to any rights already held by third parties.

18.2. The Customer grants INS-CO the necessary limited rights to access, reproduce, modify, transmit, store, or otherwise process such materials solely to provide the contracted Products or Services.

18.3. The Customer represents that it has the necessary rights and permissions for materials supplied to INS-CO.

18.4. INS-CO may refuse to process content that reasonably appears to violate applicable law or third-party rights.

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19. Cancellation by the Customer

19.1. Cancellation rights depend on the type of Product or Service, the Customer’s status, the applicable Agreement, and mandatory law.

19.2. For business Customers, an Order may not be cancelled after acceptance unless INS-CO agrees in writing or the applicable Agreement expressly permits cancellation.

19.3. Cancellation of Services may result in charges for work already performed, committed resources, non-refundable third-party costs, and other amounts properly due under the Agreement.

19.4. Nothing in this section limits mandatory statutory cancellation or withdrawal rights applicable to eligible consumers.

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20. Consumer Rights

20.1. Where the Customer qualifies as a consumer under applicable law, these Terms do not exclude or restrict mandatory consumer rights.

20.2. Any statutory right of withdrawal, cancellation, conformity, repair, replacement, refund, or other consumer protection right shall apply to the extent required by applicable law.

20.3. Where a consumer requests that digital content or digital services begin before the expiry of a statutory withdrawal period, INS-CO may require the legally required confirmation or consent before providing the relevant Product or Service.

20.4. Where mandatory consumer law provides rights that conflict with these Terms, the mandatory consumer law shall prevail.

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21. Returns and Refunds

21.1. Returns and refunds shall be handled according to the applicable Order, Product terms, warranty terms, and mandatory law.

21.2. Where a refund is required, INS-CO will process it using the applicable payment method or another lawful method.

21.3. Unless required by law, fees for Services already properly performed and accepted may not be refundable.

21.4. Certain customised, personalised, downloaded, activated, or immediately performed Products or Services may be subject to special cancellation or refund rules where permitted by law.

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22. Limitation of Liability

22.1. Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited.

22.2. Subject to mandatory law, INS-CO shall not be liable for indirect, incidental, special, consequential, or unforeseeable losses, including loss of profits, revenue, business opportunity, anticipated savings, goodwill, or data, except where such limitation is prohibited by applicable law.

22.3. Subject to mandatory law, INS-CO’s total aggregate liability arising out of or in connection with an Agreement shall be limited to the amount paid or payable by the Customer for the specific Product or Service giving rise to the claim during the applicable contractual period, or another liability cap expressly stated in the Agreement.

22.4. The limitations in this section do not apply to liabilities that cannot legally be limited or excluded, including where applicable liability for death or personal injury caused by negligence, fraud, wilful misconduct, or other mandatory statutory liability.

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23. Indemnification

23.1. To the extent permitted by applicable law, the Customer shall indemnify INS-CO against third-party claims arising from:

unlawful Customer-provided content;
infringement caused by Customer-provided materials;
misuse of Products or Services;
violation of applicable law by the Customer; or
unauthorised use of Products or Services.

23.2. This obligation applies only to the extent that the relevant claim results from the Customer’s acts or omissions.

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24. Suspension

24.1. INS-CO may suspend performance where reasonably necessary to:

prevent security risks;
protect systems or other customers;
comply with law;
address misuse;
address material breach; or
recover overdue undisputed payments.

24.2. Where reasonably practicable, INS-CO will provide notice before suspension and allow the Customer an opportunity to remedy the relevant issue.

24.3. Suspension does not waive any rights or remedies available to INS-CO.

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25. Termination

25.1. Either party may terminate an Agreement for material breach where the breach is not remedied within the applicable contractual or legally required period after written notice.

25.2. INS-CO may terminate an Agreement immediately where:

continued performance would be unlawful;
the Customer becomes insolvent where legally permissible;
the Customer engages in serious abuse, fraud, or unlawful activity; or
continued performance presents a material security or legal risk.

25.3. Upon termination, amounts accrued before the effective termination date remain payable.

25.4. Termination does not affect provisions intended to survive termination, including confidentiality, intellectual property, payment obligations, liability limitations, and dispute provisions.

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26. Force Majeure

26.1. Neither party shall be responsible for failure or delay caused by circumstances beyond its reasonable control.

26.2. Such circumstances may include natural disasters, war, terrorism, civil unrest, governmental action, epidemics, pandemics, labour disputes, utility failures, telecommunications failures, major cyber incidents, infrastructure failures, supplier failures, and other events reasonably outside the affected party’s control.

26.3. The affected party shall use reasonable efforts to mitigate the impact and resume performance.

26.4. If a force majeure event continues for an extended period, either party may have termination rights where provided by applicable law or the Agreement.

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27. Compliance with Laws

27.1. Each party shall comply with applicable laws and regulations relevant to its obligations under the Agreement.

27.2. The Customer shall not use Products or Services for unlawful purposes.

27.3. The Customer shall comply with applicable export control, sanctions, anti-bribery, anti-corruption, and other regulatory requirements relevant to its use of the Products and Services.

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28. Security

28.1. Each party shall maintain reasonable security measures appropriate to its role.

28.2. Customers are responsible for maintaining the confidentiality of account credentials and for notifying INS-CO promptly of suspected unauthorised access.

28.3. The Customer shall not attempt to gain unauthorised access to INS-CO systems, interfere with their operation, or introduce malicious software.

28.4. INS-CO may take reasonable protective measures where it reasonably believes that an account, system, or Service presents a security risk.

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29. Marketing and References

29.1. INS-CO shall not publicly identify the Customer as a customer or use the Customer’s trademarks for marketing purposes without appropriate permission, unless otherwise agreed in writing or permitted by an existing agreement.

29.2. Any case study, testimonial, logo use, or public reference shall be subject to applicable permissions and agreements.

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30. Assignment and Subcontracting

30.1. The Customer may not assign or transfer its rights or obligations under an Agreement without INS-CO’s prior written consent, except where such restriction is prohibited by applicable law.

30.2. INS-CO may use qualified subcontractors or service providers to perform portions of its obligations while remaining responsible for its contractual obligations, subject to applicable law.

30.3. INS-CO may assign an Agreement as part of a merger, restructuring, corporate reorganisation, sale of substantially all relevant assets, or similar transaction, subject to applicable law.

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31. Notices

31.1. Notices relating to an Agreement shall be provided using the contact details specified in the relevant Order or Agreement.

31.2. Notices may be delivered by email, registered mail, courier, or another legally recognised method.

31.3. Each party is responsible for keeping its contact information current.

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32. Electronic Communications and Signatures

32.1. The parties may communicate electronically.

32.2. Where legally valid, electronic signatures, electronic acceptance, purchase orders, emails, and online confirmations may constitute evidence of agreement.

32.3. The Customer agrees that electronic records may be used to document Orders, invoices, communications, and contractual acceptance.

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33. Entire Agreement

33.1. These Terms, together with the applicable quotation, Order, statement of work, licence, subscription terms, and any separately signed agreement, constitute the agreement between the parties concerning the relevant transaction.

33.2. No representation or promise outside the applicable contractual documents shall be binding unless confirmed in writing by an authorised representative.

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34. Severability

34.1. If any provision of these Terms is found to be invalid, unlawful, or unenforceable, that provision shall be interpreted or modified to the minimum extent necessary to make it enforceable where legally possible.

34.2. The remaining provisions shall continue in full force and effect.

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35. Waiver

35.1. Failure by either party to enforce a provision of these Terms shall not constitute a waiver of that provision or the right to enforce it later.

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36. Governing Law

36.1. Unless otherwise required by mandatory law or expressly agreed in writing, these Terms shall be governed by the laws applicable to the legal entity of INS-CO entering into the relevant Agreement.

36.2. Where the Customer is a consumer, mandatory consumer protection laws applicable to the Customer’s place of residence may apply notwithstanding the governing-law provision.

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37. Dispute Resolution

37.1. The parties shall first attempt in good faith to resolve any dispute through direct communication between authorised representatives.

37.2. Where appropriate, the parties may agree to mediation or another alternative dispute resolution procedure before commencing court proceedings.

37.3. Nothing in this section prevents a party from seeking urgent or interim relief where legally available.

37.4. For consumer transactions, consumers retain any mandatory rights to use courts, alternative dispute resolution mechanisms, or other dispute-resolution procedures available under applicable law.

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38. Changes to These Terms

38.1. INS-CO may update these Terms from time to time.

38.2. Changes shall not retroactively modify an already accepted Order unless required by law or agreed by the parties.

38.3. For continuing Services or subscriptions, updated Terms may apply to future renewal periods after appropriate notice where required.

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39. Language

39.1. These Terms may be made available in multiple languages.

39.2. Where legally permissible and unless otherwise expressly agreed, the English version shall be used for interpretation of the contractual relationship.

39.3. Mandatory consumer language rights remain unaffected.

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40. Contact Information

For questions regarding these Terms and Conditions of Sale, Orders, invoices, Products, or Services, please contact INS-CO through the contact information published on the official INS-CO website.

Website: https://ins-co.com/

Terms and Conditions: https://ins-co.com/terms-of-services/

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41. Effective Date

These Terms and Conditions of Sale are effective from 19 September 2026 and apply to Orders accepted on or after that date, unless otherwise agreed in writing.

INS-CO

All rights reserved.