Agreement Definitions
The following definitions apply to these Conditions:
| "Access Code" | A secure database code issued to activate your software Licence. This is managed by ITCS and provides scheduled updates to the Software; |
| "Authority" | Any governmental, regulatory or administrative body, agency or authority, any arbitrator or any public, private or industry regulatory authority or a judicial or quasi-judicial authority, whether international, national or local; |
| "Critical Inadequacy" | A Software Inadequacy that causes an immediate serious and material interruption to the income generating activities of the Customer; |
| "CDPA" | The Copyright, Designs and Patents Act 1988; |
| "Commencement Date" | The date on which the Software is ordered by the Customer; |
| "Company Personal Data" | The data held on AgentPro relating to data entry by the end user |
| "Conditions" | These terms and conditions or any of them; |
| "Contract" | The contract for the grant of the Licence to use AgentPro, the Software Support, the SMS Service, the On-line Backup Service and/or the provision of any other services specified in each Order Form (as applicable); |
| "Customer" | The person named as such in the Order Form; |
| "Data Controller", "Personal Data", "Personal Data Breach" and "Processing" | Shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly. |
| "Documentation" | The documentation relating to the Software supplied by ITCS to the Customer in whatever format (including electronic); |
| "Fees" | All fees payable by the Customer to ITCS (UK) LTD |
| "Intellectual Property Rights" | Any and all copyrights, moral rights, related rights, patents, supplementary protection certificates, petty patents, utility models, trademarks, trade names, service marks, design rights, database rights, domain name rights, rights in undisclosed or confidential information (such as know-how, trade secrets and inventions (whether patentable or not)), and other similar intellectual property rights (whether registered or not) and applications for any such rights as may exist anywhere in the world; |
| "Licence" | The licence granted providing all terms and conditions are met; |
| "Licence Fee" | The initial licence fee set out in the Order Form; |
| "Malicious Code" | Any virus, worm, Trojan horse or any other destructive or contaminating program; |
| "Order Form" | The order form that the Customer has completed to confirm services from ITCS; |
| "Password" | A password issued by the Customer that enables a Permitted User to access and use the Software; |
| "Permitted Use" | Use of the Software by the Permitted Users for the Customer |
| "Permitted Users" | Individuals within the Customer’s organisation who are registered users of AgentPro |
| "SMS Service" | The services set out in the SMS Section of this document; |
| "Backup Service" | The services set out in the Backup Section of this document; |
| "SMS Service Fees" | The fees payable by the Customer to ITCS for the provision of the SMS Service set in the Order Form and as varied by and payable in accordance with Condition 4; |
| "Software Inadequacy" | Any technical or performance fault, error or inadequacy relating to the Software or any failure of the Software to operate in accordance with its specification; |
| "Software" | Refers to the packaged software known as AgentPro |
| "Software Support" | These are covered by the licence fee, and monthly rental of the software. |
| "Software Support Renewal Date" | the date falling 90 days after the Commencement Date and each extension period of that date; |
| "Software Support Year" | Each and any period of one year starting on each Software Support Renewal Date; |
| "Commencement Date" | Means the date from which the software was invoiced from, to reflect any minimum term. |
| "Initial Period" | Means the relevant Minimum Period for each term as set out on the order form, are runs in line with Commencement Date; |
| "Extension Period" | This is any consecutive period after any initial period, the duration of the Extension Period is the same as the Initial Period as per the order form. |
| "Working Day" | Any day on which the clearing banks in the City of London are open for business (excluding 25 December to 1 January (inclusive)); |
| "Working Hours" | The hours 9.00 am to 5.30 pm Monday – Friday – Excluding public holidays. |
Terms & Conditions
Please read these Terms and Conditions carefully, if you have any questions please don't hesitate to contact the support desk, or email one of the contacts listed at the start of this document.
Technical Specification: For the most recent minimum system requirements for your computer(s) please contact the sales department on 08456 444 446 who will discuss the compatibility check procedure with you.
Pricing: AgentPro reserves the right to review license fees and package costs after the initial contract term. Where any change in price is implemented notice will be provided before payment is adjusted, at this point the customer reserves the right to exit the agreement if a price increase cannot be agreed.
For the avoidance of doubt, all prices quoted will always be exclusive of vat.
Assignment: The license may not be assigned to any other party without the written consent of AgentPro. Such agreement will not be withheld unreasonably.
Liability: AgentPro shall not accept liability claims or warranties given by third parties where:
a) the client makes modifications without consent of AgentPro in writing;
b) uses the software for purpose other than originally intended for;
c) where the software is used in conjunction with inadequate hardware;
d) or when payments fall into arrears.
Software Product Maintenance: The software is maintained with scheduled automatic releases. The software license is based on a per branch basis and priced as per the agreement on your order form.
Support: Support is available Monday – Friday during the hours 09.00 to 17.30, except on UK Bank Holidays and other public holidays. If times vary, we will publish the details in advance either on the AgentPro website or via the message viewer. Out of hours service is available but provided on outside of SLA. Services required outside the normal business hours for support may incur additional charges.
Data: Any data submitted to AgentPro for analysis, reconstruction and/or modification will be viewed under the strictest conditions of confidentiality; AgentPro is bound by the regulations of the General Data Protection Regulation (GDPR).
Free Upgrades: With a valid user license, system upgrades along with the latest documents and help files will be provided free of charge. NB: All on-site support or training along with re-installation services is chargeable. AgentPro are always introducing new features and upgrades to the software, these are delivered free of charge to all valid licence holders. Upgrades requested that fall outside of the AgentPro development plan may also incur additional charges.
Installation: During the process you must facilitate full access to your computer systems where appropriate. This service is designed to complement your existing IT Support. AgentPro accept no liability for any failure following our successful installation if the fault was not caused by the AgentPro software.
Legislation: The system and all documentation included with the software are provided as a guide, it is the customer’s responsibility to check legal documents before use. If, for any reason, it comes to the customers attention that, through a change in legislation or otherwise, the system or documents are no longer accurate, please advise AgentPro immediately.
Company Registration: AgentPro is a trading name of ITCS (UK) LTD Registered in England and Wales.
Company Registration: GB 525 1472, Vat Reg. 826 6139 19.
Copyright: The AgentPro Software that you are intending to use (the "Software") is the subject of copyright protection and is not freeware or shareware. ITCS (UK) Ltd owns the copyrights in the Software. You are not permitted to copy or run it unless you have been granted a licence to do so by ITCS. ITCS is only offering you a Software Licence (the "Licence"). This allows you to use the Software in accordance with the terms and conditions. By signing this contract, you are agreeing to accept the Licence subject to the Conditions and confirm you have read them.
License Fees
The Licence Fee is payable by the Customer to ITCS on signature of the Order Form by the Customer. The Licence Fee includes the provision of Software Support from the Commencement Date to the end of any Initial Period or Extension Period.
Your Licence Fee also provides you with Software Support, and payable in accordance with the payment terms set out in the Order Form.
Website Hosting Fees do not form part of this agreement, you will need a separate agreement to cover additional services.
The SMS Service Fees are payable in accordance with the applicable payment terms set out on the Order Form. You are not obliged to use this service, this is an additional bolt on feature that can be disabled on request.
All other Fees are payable in accordance with the applicable payment terms set out on the Order Form.
The Fees shall be payable by the Customer without any set-off, deduction or any other form of withholding unless otherwise required by law.
If the Customer requests any re-installation of the software through no fault of AgentPro or an increase in the number of Branches required then ITCS shall have the right to charge additional Installation and Licence Fee.
Where external API calls are used i.e. Google Maps, Facebook, etc. These are provided on the boundaries set by the third party. AgentPro cannot guarantee these services, or any fluctuation in their fair usage policy.
Your Licence Fee also provides you with 25GB of storage per branch. Additional storage will be charged at £10.00 per 25GB.
Any unpaid balance due shall bear interest at the rate of 8% per annum above bank of England base rate. Any costs of collection, including Court costs and reasonable legal fees shall be added as principal amounts to such balance.
Software Support
Software Support is provided via the AgentPro helpdesk during normal Working Hours, conditional upon payment in full of all Software Support Fees and other money payable under the Contract or otherwise by the Customer to AgentPro, to:
Advise and assist the Customer in using the Software;
Investigate any Software Inadequacy;
Provide a remedy for any Software Inadequacy;
Provide Licence updates and improvements to the Software.
If the Customer wants to inform AgentPro of a Software Inadequacy, the Customer may contact AgentPro by:
Telephoning 08456 444 446; or
Raising a support ticket through the AgentPro online support tool with all information relating to the Software Inadequacy. Access to this portal will be setup on installation, if you have any problems accessing the portal, please call the above number.
Software Support does not include investigating or remedying or attempting to alleviate the consequences of:
The improper or negligent use, operation or neglect of the Software or use of the Software other than by a Permitted User;
The modification of the Software or its merger (in whole or in part) with any other software or any repair, adjustment, alteration or modification of the Software by any person other than AgentPro;
The use of the Software on inadequate equipment;
The failure by the Customer to implement recommendations previously advised by ITCS in relation to the use of the Software, or otherwise; It is advised that no software interfaces into AgentPro, and that all other software interface take a feed from AgentPro;
Any use copying or adaptation of the Software in breach of these Conditions or any other agreement between the Customer and ITCS;
The Customer’s failure to upgrade the Software with new versions of it in substitution for previous releases when recommended or prompted to automatically to do so by ITCS or the software;
The use of the Software for a purpose for which it was not designed;
Any problems caused by any third party software (being any software in respect of which ITCS is not the proprietary owner).
ITCS is under no obligation to provide a solution to any problem experienced by the Customer which is not a Software Inadequacy but if the Customer requests ITCS to investigate such a problem, this will be subject to an additional charge that will be notified to the Customer at the time of the Customer’s request. If ITCS investigates a suspected Software Inadequacy, but such investigation reveals that the problem is not a Software Inadequacy, then ITCS reserves the right to implement an additional charge.
If the Software Inadequacy is a Critical Inadequacy, ITCS will use all reasonable endeavours to resolve the issue following receipt by ITCS of details of the Software Inadequacy.
The Customer shall at all times during the term of the Contract for the provision of Software Support provide ITCS and its servants, agents, sub-contractors and employees remote access via such telecommunications links.
If at any time the Customer has not paid any part of the Licence Fee or Software Support Fees more than 30 days after they are due, the Customer is otherwise in breach of the Contract, then ITCS is entitled to suspend indefinitely the provision of Software Support at any time without formal notification without prejudice to any other remedy ITCS has under the Contract or otherwise and charge in full for any incentive discounts listed on the order form.
SMS Service
If so specified in the Order Form and subject to payment of the SMS Fees, ITCS shall provide an SMS function to the Customer, whereby the AgentPro software shall distribute SMS messages for the Customer. The content of the message and the management of how the system is used is the responsibility of the client.
Networks for the transmission of SMS messages and/or emails are not error, fault or bug free nor secure from persons wishing to misuse, tamper with, erase, alter or in any other way corrupt SMS messages and/or emails, and the data, information and records they display, retrieve, collate, transfer or disseminate may be affected by such occurrences and the Customer agrees with ITCS that ITCS shall have no liability to anyone for any such occurrences arising in respect of or in relation to the provision of the SMS Service, in particular the delay to or no receipt of any SMS message sent via the SMS Service
Customer Obligations
The Customer shall:
not under any circumstances copy transmit or reveal or permit or suffer to be copied transmitted or revealed any Access Code or Password to any person other than a reliable permanent employee of the Customer to whom the Access Code or Password needs to be revealed to permit the Customer to make Permitted Use of the Software. The Customer is responsible for all use of its Access Code and/or Passwords, whether or not such use was actually or expressly authorised by the Customer;
not use or permit or suffer the Software nor the Documentation to be used for any purpose other than the Permitted Use, and whenever it becomes aware that this restriction has or may have been breached the Customer shall promptly inform ITCS in writing;
before each Software Support Renewal Date, inform ITCS of any requirement to increase the number of Permitted Users;
ensure that the configuration of hardware, firmware and software on, under or with which the Software is run is sufficient in functionality and performance and shall ensure that all the normal procedures and precautions relevant to a computerised system, including but without limitation those relating to physical and electronic security, confidentiality and the taking of frequent regular backups are observed and performed;
ensure that the Software is correctly used and that the Customer’s employees are properly trained to use the software to carry out their daily tasks, if they are to log a fault they will need to have an understanding of what they are trying to do with the software and re-trace their steps to allow us to provide assistance;
check the output of the Software to ensure that the Software is operating correctly before commercial use;
not reproduce any copy (whether in machine or human readable form) of the Software or the Documentation, or ITCS copyright and trade mark notices and shall not remove or alter any copyright, trade mark or other proprietary notice or mark on any of the Software or Documentation;
without prejudice to the foregoing take all such other steps as shall from time to time be necessary to protect the confidential information and Intellectual Property Rights of ITCS in the Software and the Documentation;
notify ITCS immediately if the Customer becomes aware of any unauthorised use of the whole or any part of the Software, Access Code or a Password by any third party;
not translate, adapt, modify, disassemble, decompile, reverse engineer or create derivative works from the Software;
not assign, transfer, sell, lease, rent, charge, or hold the Software or the Documentation on trust for any third party or otherwise deal in or encumber the Software or the Documentation or make them available to any third party;
not use any version of the Software after the period for which it was designed expires;
obtain and maintain, at its own expense, all computer hardware, software, communication and access lines necessary to use the Software for the Permitted Use;
indemnify and keep indemnified ITCS against all costs, claims, demands, expenses and liabilities of whatsoever nature arising out of or in connection with any breach of the Customer’s obligations under the Contract and the Customer’s warranties contained in these Conditions;
use the Software in accordance with all relevant laws and regulations including without limitation those relating to the protection of personal data.
The Customer undertakes to:
comply with ITCS’ rules and requirements relating to the Customer’s use of the Software, the Website and all services provided by ITCS pursuant to the Contract from time to time and acknowledges and agrees that ITCS is entitled at any time and without notice to remove the Website from ITCS or its appointed service provider’s server and/or bar access to the same in the event of any violation or alleged or suspected violation of such rules and requirements or if otherwise authorised so to do by a competent Authority;
use the Website and all services provided by ITCS under the Contract in accordance with ITCS’ instructions;
keep full security copies of all data processed by the Website in accordance with best computing practice;
ensure that all the Customer’s staff who use the Software, Website and/or On-line Backup Service are properly trained in respect of such use;
refrain from:
(a) sending mass unsolicited communications (“spam”);
(b) sending Malicious Code or other disruptive programs or devices;
(c) illegally copying software or other proprietary material;
(d) violating the security of any website or engaging in unauthorised decryption of protected material.
The Customer represents, warrants, undertakes and agrees with ITCS as follows:
the Customer is the sole author and creator of the Content and the sole unencumbered absolute legal and beneficial owner of all Intellectual Property Rights in the Content and other rights of whatsoever nature in
the Content throughout the world and is and shall remain at all material times during the creation of the Content a “qualifying person” within the meaning of the CDPA;
the Content is original to the Customer and does not and shall not infringe any Intellectual Property Rights or any other rights whatsoever of any person;
the Content is not under the laws of any legal jurisdiction obscene or blasphemous or offensive to religion or defamatory to any person and does not contain any material which has been obtained in violation of the Interception of Communications Act 1985 the Official Secrets Act 1989 the Regulation of Investigatory Powers Act 2000 or any analogous foreign legislation and nothing contained in the Content would if published constitute a contempt of Court;
all information contained in the Content is true, accurate and complete in all respects;
the Customer will ensure that the Website and the Customer’s use of the SMS Service will fully comply with all laws for the time being in force and the Advertising Standards Authority’s codes of practice, rules and regulations from time to time including without limitation the British Codes of Advertising Sales and Sales Promotion and any applicable legislation relating to distance selling, and that the Content will at all times during the continuance of this Agreement comply with all such laws, rules, codes of practice and regulations and will not be defamatory, obscene, blasphemous or be in breach of any other applicable laws, statutes, regulations or rules of any other governmental, regulatory or other authority;
the Customer is responsible for reading their own website to ensure content is correct. AgentPro updates the website when changes are made to live properties. Portal feeds are scheduled and controlled by the portal provider, any delays with portal uploads are outside of the control of AgentPro.
the Customer’s use and operation of the Website and the SMS Service will fully comply with the provisions of all applicable laws relating to the sale of goods and services over the internet;
the Customer shall indemnify ITCS and keep ITCS at all times fully indemnified from and against all actions proceedings claims demands costs (including without prejudice to the generality of this provision the legal costs of ITCS on a solicitor and own client basis) and other liabilities however arising directly or indirectly as a result of any breach or non-performance by the Customer of any Customer’s undertakings covenants warranties or obligations under these Conditions;
If the Customer shall fail to comply with any of the provisions set out in Conditions, then ITCS may on written notice forthwith suspend the provision of the software or any web hosting Service and/or the SMS Service until such failure has been remedied (if it is capable of remedy). If the breach is not capable of remedy, ITCS shall have the right to terminate the Contract either in whole or in relation to the provision of a single Agreement/Service.
Intellectual Property Rights
The Software and the Website (excluding the Content) and all Intellectual Property Rights in the Software and the Website (excluding the Content) are and shall remain the exclusive property of ITCS.
The Customer acknowledges and agrees that ITCS may access and use example data, processed by the Customer using the Software. This will only ever be used for in house training or demo purposes
Warranty
ITCS warrants that its title to and property in the Software is free and unencumbered and that it has the right, power and authority to license the same upon these Conditions.
ITCS warrants that it will perform all services which ITCS performs pursuant to the Contract with reasonable care and skill.
ITCS does not warrant that the Software does not contain bugs, errors, or defects and in the event that the Customer reports a defect to ITCS the Customer hereby agrees to afford ITCS not less than 30 days in which to remedy any such bugs, errors, or defects and no such bug, error, or defect shall entitle the Customer to repudiate the Contract.
ITCS makes no warranty and the Customer acknowledges that no warranty is given expressly or impliedly that the Software will meet the Customer’s data processing requirements or that the operation of the Software will be uninterrupted or error free.
The Customer accepts that the Software was not designed and produced to the Customer’s individual requirements and that the Customer is ultimately responsible for its selection.
The Software is a tool to aid the Customer, but the Customer should satisfy itself of the accuracy of any figures calculated using the Software and the correctness of any forms completed using the Software. The Customer is responsible for ensuring that any forms and/or documents comprised within the Software are suitable for each purpose for which the Customer may use them. ITCS will not be under any liability if the Software is used in a manner in breach of these Conditions.
ITCS will have no liability to the Customer or any third party for any service provided by the Customer to anyone. The Customer shall have sole responsibility for the service that it provides to its clients.
The Customer acknowledges and agrees that the Customer is not responsible for checking the accuracy of the data that is processed using the Software or that is entered by ITCS in the course of providing services
to the Customer. Accordingly, ITCS shall have no liability for any errors in or omissions from such data.
The Customer acknowledges and agrees that:
while every effort is made to ensure our software is tested before release, computer software is not guaranteed to be error, fault or bug free, nor secure from persons wishing to misuse, tamper with, erase, alter or in any other way corrupt computer systems and that the data, information and records they display, retrieve, collate, transfer, calculate or disseminate may be affected by such occurrences, and the Customer agrees that ITCS shall have no liability to the Customer nor to any other third party for any such occurrences arising in respect of or in relation to the Software;
while every effort is made to ensure the hardware used provides excellent performance, computer servers including the backup server are never claimed to be fault free, bug free, nor secure from persons wishing to misuse, tamper with, erase, alter or in any other way corrupt servers, and the data, information and records they display, retrieve, collate, transfer or disseminate may be affected by such occurrences and the Customer agrees with ITCS that ITCS shall have no liability to anyone for any such occurrences arising in respect of or in relation to the servers. While this is the case ITCS do guarantee a 99% uptime on these servers.
Subject to the foregoing, all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise, in respect of the Software or the Website, and the provision of the Software Support, the Website Development Service, the Website Hosting Service, the SMS Service and the On-line Backup Service are hereby excluded to the fullest extent permitted by law
Ongoing Account Management
As a company that values its customers, ITCS is justifiably proud of the quality of service we provide. We are committed to providing our customers with a helpful and friendly service with on-going support whenever needed. To aid with this, and to make sure you get the most from our services you are assigned an experienced account manager. They will be there for you to ensure any requirements are effectively managed throughout the entire journey with
Confidentiality & GDPR
Neither party shall disclose to any other party, any information in connection with the provision of the service or any information contained in the agreement, other than in compliance with the agreed information format specified in compliance with the provisions of the General Data Protection Regulation (GDPR).
As the customer, you are the Data Controller in respect of the Company Personal Data and shall retain overall control of this data.
AgentPro are the Data Processor in respect of the Company Personal Data and shall act on the instruction of the Data Controller with regard to the processing of the Company Personal Data.
The Data Processor will not use the Company Personal Data for any other purpose other than in accordance with the instructions of the Data Controller and will not disclose the data to any third party.
The Data Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company Personal Data, as strictly necessary for the purposes set out in the original contract, and to comply with Applicable Laws in the context of that individual's duties to the Data Processor, ensuring that all such individuals are subject to professional obligations of confidentiality.
The Data Processor and the Data Controller shall in relation to the Company Personal Data, implement appropriate technical and organisational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR. In assessing the appropriate level of security, the Data Processor shall take account in particular of the risks that are presented by Processing, specifically risks associated with a Personal Data Breach.
Personal Data Breach - The Data Processor shall notify the Data Controller without undue delay upon becoming aware of any Personal Data Breach affecting the Personal Data of any client of the Data Controller, providing sufficient information to allow them to meet their legal obligations to report the breach to the Information Commissioner and / or inform a Data Subject of the Personal Data Breach.
Sub-processors - The Data Processor shall not appoint (nor disclose any Company Personal Data to) a proposed Sub-processor except with the prior consent of the Data Controller.
Data Subject Rights – AgentPro provides the tools you need to record who has requested the data access, escalate the request to a manager for authorisation, then produce an electronic file the can be provided to the Data Subject
GDPR Impact Assessment and Prior Consultation - As the Data Processor AgentPro will provide reasonable assistance to the Data Controller with regards to any Data Protection Impact Assessments which relate to AgentPro.
Deletion - The Data Processor shall promptly and in any event within one month of the date of cessation of any Services involving the Processing of Company Personal Data delete all copies of the Company Personal Data, free of charge and notify the Data Controller of the deletion.
Return of Company Personal Data – As the Data Controller with an active licence, you can export the data into an electronic file format via AgentPro. Where contract termination notice has been provided, bespoke requests for specific file formats other than the ones provided via the AgentPro software will be at an additional development cost.
Restricted Transfers - The Data Processor will not use any server based outside of the UK for the purposes of this contract in relation to data storage, without prior consultation with the data controller.
Limitation of Liability
ITCS entire liability in respect of any claim relating to the Software, the Software Support, the Website Development Service, the Website Hosting Service, the SMS Service, Backups and/or any other services performed pursuant to the Contract shall be limited to damages of an amount equal to the total Fees paid by the Customer to ITCS during the previous three month period.
ITCS shall not be liable to the Customer in respect of the Software, the Software Support, the Website Development Service, the Website Hosting Service, the SMS Service and/or any Backup Service or otherwise under or pursuant to the Contract for any loss of profits, loss of data, goodwill, turnover or any type of special indirect or consequential loss (including without limitation loss or damage suffered by the Customer as a result of an action brought by a third party) even if such loss was reasonably foreseeable or ITCS had been advised of the possibility of the Customer incurring the same.
ITCS shall not be liable for any damage or losses or for any additional damage or losses arising from any of the circumstances set out in the licence agreement. Nor for any delays in meeting its obligations due to causes beyond its reasonable control.
ITCS shall have no liability to the Customer for any loss or damage incurred after the Customer became or should have become aware of a bug or error in the Software, the Website, the SMS Service and/or any Backup Service. The Customer shall comply with any instructions issued by ITCS to suspend the use of the Software, the Website, the SMS Service and/or the On-line Backup Service while any bug or error is remedied.
The Customer declares and acknowledges, that the Customer has considered the provisions of this section in detail. The customer considers these terms to be reasonable in the circumstances, having taken into account among other factors the subject matter of the Contract. The customer also acknowledges having obtained or had the opportunity to obtain independent legal advice on the same.
Termination
ITCS reserves the right to terminate the licence if:
the Customer shall be in breach of the Contract in any way; or
there shall be any breach or non-performance or non-observance of any of the covenants on the part of the Customer contained in these Conditions or in any document supplemental to these Conditions; or
the Customer (being an individual or if more than one individual then any one of them) has a bankruptcy petition presented against him or is adjudged bankrupt; or
the Customer (being a company) has a winding up petition or petition for an administration order presented against the Customer or passes or resolves to pass a winding up resolution (save for the purpose of amalgamation or re-construction of a solvent company) or an administrative receiver or a receiver or a receiver and manager is appointed in respect of any of the Customer’s property or the Customer goes into administration; or
the Customer enters into any arrangement for the benefit of the Customer’s creditors or has any distress or execution levied on the Customer’s goods; or
the Customer sells or disposes in any way of the whole or any substantial part of the Customer’s business by one or a series of transactions, persons then ITCS may terminate the Contract forthwith.
If the Licence is provided on a rental basis then:
the Customer shall have the right to terminate the Licence by giving ITCS at least 90 days prior written notice before the renewal of anyExtension Period, such notice can only be served after the initial term in line with the Commencement Date; and
ITCS shall have the right to terminate the Licence at any time if the Customer fails to pay the Software Support Fees by the due date and fails to remedy such default within ten Working Days of notice issued by ITCS requiring the Customer to do so.
Any re-instatement of the licence after a breach, is chargeable at £65. This is to cover administration costs, in handling the breach and the re-instatement of the AgentPro licence to re-activate the software and database.
At any time ITCS may, by giving not less than 90 days written notice to the Customer after any initial period terminate the provision of Software Services.
Following termination of the Contract by ITCS, the Customer shall have no right to a refund in respect of any Fees.
The Customer acknowledges and agrees that whenever the Licence terminates then the Customer shall immediately cease use of the Software. If a data export is needed, this can be done by the customer by exporting the data to excel. Two full data exports of the data can be created as transportable csv files on request. Please note there is a charge of five hundred pound plus VAT in order to carry out this work.
The obligations on the Customer contained in these Conditions relating to confidentiality of the Access Code, the Password(s) the Software, the Documentation and any confidential information of ITCS shall not be affected or prejudiced by the termination of the Contract.
If the client wishes to terminate within 30 days, all discounted work undertaken for set-up, training and installation is then billable at the full price.
Additional Terms
If any Condition Sub-Condition or any other provision of these Conditions is invalid under any applicable statute or rule of law such provision shall to that extent be deemed omitted.
Any failure by ITCS to enforce any provision of the Contract shall not be construed as a waiver of such provision or of a right thereafter to enforce the same.
The Customer acknowledges that in entering into the Contract the Customer has not relied on any warranty, representation, undertaking or agreement other than those contained or referred to in these Conditions and/or the Order Form. The Customer waives any right or remedy the Customer may have to claim damages or rescission for any misrepresentation in respect of any representation not contained in these Conditions, and/or the Order Form. The Customer acknowledges that only remedies against ITCS are for breach of contract and subject to these conditions, provided always that nothing in this Condition shall exclude or limit ITCS’ liability to the Customer in respect of any fraudulent misrepresentation, or warranty fraudulently given and upon which the Customer can prove they had placed reliance on. Subject to the foregoing, these Conditions and the documents referred to herein constitute the entire agreement and understanding between the parties with respect to all the matters which are referred to in these Conditions.
The Contract and these Conditions shall be governed by English Law and the parties agree to submit to the non-exclusive jurisdiction of the English Courts.
The Customer shall not be entitled to assign sub-license delegate nor hold for the benefit of any other person or otherwise transfer the Contract nor any of the Customer’s rights or obligations under the Contract nor sub-license or permit or suffer the use (in whole or in part) of the Software and/or the Website without the prior written consent of ITCS.
Notwithstanding anything to the contrary contained in these Conditions, the parties agree and intend that the Contract shall not create any rights enforceable by any person not a party to it.
Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
References to persons in these Conditions can include companies, associations, partnerships and all other legal entities or groups of legal entities.
The headings in these Conditions are included for convenience and shall not affect the meaning of these Conditions.
All notices to be given by either party to the other under the Contract shall be given by email. Notices to ITCS shall be sent in writing, with notices to the Customer being sent to the email address notified by the Customer to ITCS. Each party is responsible for informing the other party of any changes to their email address.
Availability of a customer contact is required prior to commencing work on a help desk ticket. This is normally the person who initiated the ticket. The customer contact is responsible for relaying pertinent details of the reported problem to the ITCS support technician. The customer contact must be available as needed for review of completed work. The customer specifically understands that a Service Level Agreement is in place, and is based on business processes.
Late payment - Without prejudice to any other rights of Company, in the event of the Customer failing to pay any sums due to Company on time or at all, notwithstanding notification by Company of the overdue debt to the Customer, Company shall be entitled to:
(a) charge interest (both before and after any judgment) on amounts overdue from the Customer under the Agreement from the due date until the payment is actually made at the rate of 8% per annum over the base rate of Barclays Bank plc for the time being during the relevant period; and
(b) suspend the provision of the relevant Service(s) until such time as all payments due including all interest accrued has been paid and satisfied in full.
