I-Pro Software – Terms and Conditions
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. Your Obligations:
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 1998.
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 demand.
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 it.
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. Our obligations:
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 reasonable time.
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, (“Duration”).
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 4.1(2).
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. Consequences of Termination:
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 Duration;
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 agreement.
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. Intellectual Property Rights (“IPR”):
6.1 All IPR existing prior to the Commencement Date shall belong to the party that owned such rights immediately prior to that date.
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 Services.
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 contract fee.
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. Limitation of Liability:
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 following matters:
(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 liability.
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.
8. Payment & Delivery
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.