This agreement sets out the terms and conditions between
yourself and I-Pro Software Limited ("we", "us", "our") under which
we will, in consideration for the fees detailed in the proposal
received from us(the "Fees") provide or arrange for the services
detailed in the proposal received from us (the "Services").
'Parties' hereinafter refers to both you and us.
1.1 You will provide, at your own expense, all documentation,
software, images, written works or other materials written works
and information (the "Materials") required by us to provide the
Services and you warrant that you have obtained all necessary and
valid consents and licences to us.
1.2 You warrant that where the Materials contain personal data,
such data will have been collected, stored and processed at all
times in accordance with the terms of the Data Protection Act
1.3 You agree to pay the Fees in accordance with the payment
timetable detailed in the Schedule to this agreement. If any sum
payable under this agreement is not paid to us by the relevant due
date as detailed in the Payment Schedule, we reserve the right to
charge interest at the rate of 8% per annum above the base rate
from time to time of Barclays Bank PLC. Such interest shall accrue
on a daily basis, be compounded quarterly and shall be payable on
1.4 You agree that if payment of the fees is not received by us
within 14 days after the due date, we will cease to provide the
Services from that date and Clause 5 below will apply.
1.5 You agree to provide us with uninterrupted access and
information necessary to perform the Services, including but not
limited to website access, database access, and PPC account (if
required) access for the entire duration of the agreement. You
acknowledge that in the event of a delay caused by you, you will
inform us in writing immediately with your reasons and anticipated
time to rectify the same. You agree to use your best endeavours to
rectify the cause of delay within 7 days of becoming aware of
1.6 You acknowledge that the services and strategies may be
subject to change due to our dependencies on major search engines
and third parties which are relevant and necessary in carrying out
the Services. You acknowledge that such changes will not amount to
any breach by us.
1.7 You agree that it is your full responsibility to review and
amend any content that we submit and upload to your website. You
acknowledge that it is your responsibility to notify us of any
amendments within 24 hours of such content being uploaded. It is
deemed that you accept such content if no amendments or comments
were forthcoming within such 24 hrs.
1.8 You acknowledge that we cannot guarantee the success of all
submissions as they are dependent on the valuation done by the
search engines from time to time.
1.9 You agree that any content provided and amended by you is
not defamatory, illegal, pornographic and does not infringe any
third party rights including but not limited to any intellectual
property rights. You agree to indemnify us against any third party
claim or action brought against us for any such infringement.
2.1 In consideration for your payment of the Fees we will
commence the Services on a date agreed between the Parties with
reasonable skill and care subject to 2.2.
2.2 Whilst providing these Services, you acknowledge that we
have excluded our liability that arises for reasons beyond our
reasonable control including but not limited to the following:-
2.2.1 Any delay in you providing information, the quality and
accuracy of data or content, unanticipated delay from third
parties, any unforeseen or unavoidable event or situation beyond
our control, any drop in listings by the Search Engines, any ban on
Search Engine Optimisation, website/technical limitations, any drop
in page rankings, non acceptance of directory submissions and any
other reasons beyond our reasonable control.
U2.3 We will take reasonable endeavours to remedy delays arising
out of including but not limited to website/technical limitations
on condition that any costs incurred will be borne by you.
2.4 We reserve the right to remove any content from your website
immediately and without your prior permission at any time if we
have reason to believe that it could injure, prejudice or infringe
any third party rights. We will inform you of such changes within a
3.1 We shall begin providing the Services on the agreed date
confirmed in the Schedule ("Commencement Date") and shall supply
them for an initial period of 12 months ("Initial Period") unless
this agreement is terminated sooner in accordance with any other
provision of this agreement. We shall continue to provide the
Services after the Initial Period if this agreement has renewed
automatically under the renewal clause set out below,
3.2 This agreement will automatically renew for successive 12
month periods after the expiry of the Initial Period unless a
Non-Renewal Notice has been served by you on us. You may serve a
Non-Renewal Notice on us by giving us not less than 1 month's
notice of non-renewal. Any Non-Renewal Notice will result in this
agreement expiring on the next Renewal Date. The next "Renewal
Date" means the date falling 12 months from the Commencement Date
but if this date has already passed it will mean the date falling
on the next anniversary of after the Commencement Date.
4.1 Without prejudice to any other rights or remedies which
either party may have against the other for breach or
non-performance of any of the terms of this agreement, either party
may terminate this agreement with immediate effect by written
notice to the other party in the event that: (1) the other party
fails to pay any of the sums due under this agreement within 30
days of them falling due; or (2) the other party fails to perform
or comply with any of the obligations under this agreement and
fails to rectify such failure within 7 days of being given notice
to do so; or (3) the other party is found to be in breach of any of
the warranties given in this agreement; or (4) if the other party
enters into liquidation, bankruptcy or other insolvency procedure,
whether compulsorily or voluntarily, other than for the purposes of
reconstruction or amalgamation; or (5) if an assignee is appointed
for the benefit of the other party's creditors or of a receiver or
the other party suspends any payment of its debts or if any similar
situation arises; or (6) in the event of a force majeure.
4.2 Notwithstanding 4.1(2), you agree to waive your right to
claim any breach where subsequently rectified by us within one
month and where you did not provide such notice in accordance with
4.3 We shall be able to terminate the agreement with immediate
effect in the event that you transfer the management of the
Services (or any of them) to a third party.
4.4 Without restricting our rights under this agreement, we
shall be entitled at anytime on giving notice to you to suspend the
provision of the Services with immediate effect if you are in
breach of any term of this agreement.
5.1 Any expiration of this agreement, or termination of this
agreement for any reason, shall not affect any accrued rights or
liabilities of either party nor the coming into force or the
continuance in force of any provision of this agreement which is
expressly or by implication intended to come into, or continue, in
force on or after such expiration or termination.
5.2 Upon termination of this agreement for whatever reason you
will pay us:- for the Services performed and/or provided pursuant
to this agreement up to the date of termination; and where this
agreement is wrongfully terminated by you for any reason (other
than as a result of a breach of this contract by us), any other
sums which would have been due to us had the agreement run for the
5.3 You hereby indemnify us in respect of any costs and expenses
incurred by us (including, without limitation, all legal costs,
solicitors fees, Court fees and bailiffs fees) in seeking to
recover and/or recovering any sums due to us pursuant to this
5.4 If we terminate this agreement by reason of your breach of
its terms or if you are in repudiatory breach of this agreement,
you agree that without prejudice to any other right or remedy
available to us all sums accrued due to us and unpaid, together
with all sums which would have become due under this agreement in
the period between the date of such termination and the earliest
date on which this agreement would otherwise have expired or could
have been terminated by giving notice in accordance with the terms
of this agreement shall become due to us immediately and interest
on such sums shall start to run at the rate of 8% per annum above
the base rate of Barclays Bank PLC from time to time in force.
5.5 Upon termination of this agreement or in the event that a
third party is to take over the management of the Services (or any
of them) we reserve the right not to transfer any accounts which
may be held with third parties and which are used in the provision
of the Services to either you or any third party nor to permit you
or any third party to have access to such accounts until all sums
due under this agreement have been paid to us in full.
6.1 All IPR existing prior to the Commencement Date shall belong
to the party that owned such rights immediately prior to that
6.2 Other than as expressly set out in this agreement neither
party will gain by virtue of this agreement any rights of ownership
of or in any IPR owned by the other.
6.3 You hereby grant to us an irrevocable, world-wide, royalty
free licence for the duration of this agreement to use any IPR
belonging to you and the Materials for the provision of the
6.4 All IPR and/or Keywords, Ad Texts, Copy Creation, Sitemap
Creation XML & HTML, XML Feed Creation, Banner Designs, One Way
Links, Web Coding & PPC Accounts relating to Google, Yahoo!,
MSN & Miva and any other facilities, materials and accounts1
set up (if any) used to provide the Services created by us in the
provision of the Services shall belong to us. IPR usage after
termination takes place will be chargeable at half the monthly
6.5 You warrant that the Materials used by us will not infringe
the IPR or any other rights of any other person and that they are
not defamatory, illegal or pornographic and you agree to indemnify
us and hold us fully harmless for any breach of this warranty.
7.1 Notwithstanding any other provision of these terms, neither
party's liability under or in connection with these terms shall be
excluded or reduced to the extent that it arises in respect of the
(a) for death or personal injury caused by negligence;
(b) for fraud or fraudulent misrepresentation;
(c) for any other matter which it would be unlawful for you or
us (as relevant) to exclude or limit or attempt to exclude or limit
7.2 We shall not have any liability to you (howsoever arising,
including liability in tort) under or in connection with these
terms, including in relation to and in respect of the provision of
the Service or our inability to provide the Service for any loss of
profits or anticipated savings, loss of revenue, loss of or damage
to reputation or goodwill, loss of opportunity, wasted management
or other staff time, losses or liabilities under or in relation to
any other contract, loss of any software or data, loss of use of
hardware, software or data; (in each case whether direct, indirect,
special and/or consequential loss or damage) or for any other
indirect, consequential and/or special loss or damage.
7.3 We expressly exclude our liability (howsoever arising,
including liability in tort) under or in connection with this
agreement for any loss or damage (whether direct, indirect,
consequential and/or special) arising from or in connection with or
in respect of any incorrect, misleading or incomplete information
which you provide to us, any Materials which you supply to us, any
content which we provide and which you approve or any act or
omission of a third party over whom we have no control.
7.4 Our total liability to you in contract, tort (including
negligence and breach of statutory duty), misrepresentation, and/or
otherwise howsoever arising under or in connection with this
agreement and/or the provision of the Services shall be limited to
the price paid to us by you for the provision of the Services
giving rise to such liability.
7.5 You acknowledge that to provide the Services we will use
third party services and products. You acknowledge and agree that
if at any time and for any reason we are not be able to use the
third party services and/or products (e.g., without limitation,
because the third party services and/or products are withdrawn from
our use by such third party) we may terminate this agreement with
immediate affect by sending notice of such termination to the email
address you provide at the time you request the Services and you
acknowledge and agree that we shall have no liability whatsoever to
you in respect of the early termination.
As it is an online solution there are no physical deliverables
and everything will be sent via electronic mail. The shell of the
system is usually delivered within 14 days but data entry and
bespoke design will be dependant on each individual client and will
be given as an estimate within the contract. We accept
payment via bank transfer, debit / credit card and PayPal, if using
debit / credit card or PayPal I-Pro Software reserve the right to
levy a 2% handling charge.
This agreement is subject to the law of England and Wales, and
all disputes arising out of this agreement shall be subject to the
nonexclusive jurisdiction of the English courts.
10. Refund Policy
We do offer a 30 day money back guarantee with our product, if
you are not entirely happy with the service you have received
within the first 30 days of the contract we will refund in full any
licence fees you may have already paid.
Please provide a contact name
Please provide a valid email address
Please provide a valid phone number
Please provide details of your requestPlease provide more information on your current requirement
Thank you for your contact request, one of advisors will be in
Unfortunately we have not been able to proess this request
please call us on 0044 1380 859 959 or email us on firstname.lastname@example.org.
What is I-Pro and
why is it different?
What is a CMS Website?
What difference will a CMS Website make?
I-Pro Software Ltd
The Old Police House
Tel: 0044 (0) 1380 800150
Copyright by www.ipro-software.com. All Rights Reserved