1. The Contract
1.1 This Contract (hereinafter Contract) is undersigned between Iterpro Group International Limited, with head offices at 72 Spitfire Road, Southam, CV47 1AD United Kingdom (Iterpro) and the user of the Software and the Service (as defined below) (hereinafter Customer) above identified.
1.2 This Contract governs the access to and non-exclusive use of the Iterpro software (hereinafter
Software) and of the services provided online by Iterpro (hereinafter Service).

2. Supply of the Service
2.1 The Service is provided on an ongoing basis every day of the week, 24 hours a day, except where the Service is suspended due to technical problems and/or maintenance governed by Article 3.11 below.
2.2 Iterpro shall provide the Customer with a USERNAME and PASSWORD (hereinafter Login Credentials). The unlawful use of the Login Credentials and/or their use by third parties other than the Customer is the sole responsibility of the Customer in order to protect Iterpro from any direct or indirect damage the latter is likely to suffer, as a result of illegal use of the Login Credentials. In case of loss and/or failure to remember the Login Credentials, the Customer may request new Login Credentials through the Platform to replace the previous ones. The use of the USERNAME and PASSWORD of the Customer shall not be allowed by Customer to any third party without the prior written communication to Iterpro at the following e-mail address “support@iterpro.com”.
2.3 Iterpro requires the Customer to provide specific information about him/herself, his/her company, corporation or profession in order to use the Service. The Customer undertakes to provide true, accurate and complete information and to refrain from falsely representing affiliation with any person or entity. The Customer should always ensure the e-mail address provided to Iterpro remains active or alternatively inform Iterpro of any new, active e-mail addresses where notices may be sent.
2.4 The Customer may update and correct at any time the personal information disclosed to Iterpro. To correct or update personal information entered, it is necessary to send a request to the following e-mail address “Info@iterpro.com”. The Customer is responsible for the truthfulness and accuracy of personal data entered and Iterpro shall not take any responsibility in this regard.
2.5 Iterpro may suspend the Service or access to the Software in case of system maintenance which would otherwise not be possible. In this case, however, Iterpro shall provide the Customer with ample written notice by e-mail in advance. The supply of the Service or access to Software will be restored in the shortest possible time, except in cases of force majeure preventing the estimated restoration.

3. Conduct of the Customer – User-Generated Contents
3.1 The Customer’s right to use the Service and Software is personal; however, the legal representative of the Customer or a specifically authorized employee of the Customer may also have access.
3.2 Iterpro may immediately cancel and/or suspend the Customer’s Login Credentials and block access to the Platform, and supply, in whole or in part, of the Service if Iterpro detects any unauthorized use of Login Credentials and/or any use of the Software and the Service that is unauthorized or performed by unauthorized persons.
3.3 It is strictly prohibited for the Customer to assign, transfer and/or otherwise license and/or charge others to use the Service and/or access the Software.
3.4 Using the Software, each Customer is solely responsible for the User Generated Contents uploaded by him/it/her and undertakes not to upload or otherwise publish through the Software any unlawful, offensive User Generated Content as well as any User Generated Content invasive of privacy or publicity rights or that would otherwise create liability or violate any local, state, national or international law;
3.5 Any use of the Software in violation of the foregoing rules violates this Contract and may result in, among other things, termination or suspension of any Customer’s rights to use the Software and the Services.
3.6 Each Customer remains solely liable for all User Generated Content uploaded on the Software. Iterpro does not take on any responsibility nor liability for any User Generated Content uploaded by Customers or any third party and/or for any loss or damage thereto.
3.7 As a provider of interactive services, Iterpro is not liable for any statement, representation or User Generated Content provided by its Customers on the Software.
3.8 Iterpro does not routinely review User Generated Content and has no obligation to review, screen, edit or monitor any of the User Generated Content uploaded on the Platform.
3.9 Iterpro reserves the right, at its sole discretion, to determine whether and what action to take in response to particular User Generated Content, and any action or inaction in a particular instance shall not dictate or limit Iterpro’s response with respect to other User Generated Content.
3.10 Each Customer represents and warrants that (a) he/she/it owns and controls all of the rights related to the User Generated Content uploaded or he/she/it otherwise has all necessary rights to upload such User Generated Content on the Platform; (b) the User Generated Content is accurate and not misleading; and (c) the User Generated Content uploaded does not violate these General Terms or any applicable laws, rules or regulations, and will not violate any rights of or cause damages to any person or entity.
3.11 Iterpro may suspend the Service in case of system maintenance which would otherwise not be possible. In this case, however, Iterpro shall provide the Customer with written notice in advance. The supply of the Service will be restored within approximately 24 hours of the suspension, except in cases of force majeure preventing the estimated restoration.

4. Support Service
4.1 Iterpro will provide the Customer with unlimited email technical support assistance for the full term of the Contract.
4.2 The support is available Monday through Friday, 9:00 am to 5:00 pm Central European Time – excluding weekends and observed EU Holidays. Support availability may occasionally vary from stated hours due to downtime for systems and server maintenance, company events, and circumstances beyond the control of Iterpro. Phone support requests will be handled in the order in which they are received. Email support requests will be processed within one (1) business day.
4.3 The Iterpro support widget on the web application is the only allowed way to contact the Iterpro support team.
4.4 Phone and Video Support is available only after agreement from the Iterpro support team and only for critical situations.
4.5 Service and support will be provided to the Customer in accordance with the terms indicated in this document and on Iterpro’s website. The Customer will be provided support services only for the Software purchased.
4.6 Iterpro may limit or terminate support service to or may elect not to renew additional support if Customer uses the service in an irregular, excessive, abusive or fraudulent manner or the Software with third-party software that is determined at Iterpro’s sole discretion to be incompatible. Examples of such use include a high number of support requests that concern previously resolved issues and/or general usability, repeated posing of questions to which the answer is readily found in Product documentation, and discussion of issues that are not related to technical support. Coverage is non-transferable and is valid for the Customer only. Resale or transfer of support plans is strictly prohibited and will be grounds for termination or non-renewal of support.
4.7 The extra support in terms different from the ones hereby highlighted is subject to different quotations according to Iterpro’s ordinary rate table.

5. Amount, Method of Payment, Payment Plan and Invoicing
5.1 The Customer shall pay Iterpro the amount agreed (the Consideration).
5.2 The payment of the Consideration and the relative invoicing shall occur in accordance with the terms and conditions agreed with Iterpro in the Quotation.

6. Industrial Property Rights of Iterpro
6.1 The Customer agrees and acknowledges that the Software used to provide the Service and the management of the platform are owned by Iterpro, who owns all legal rights, title, interest in and to the service.
6.2 The Software contains confidential information and data protected by national and international laws on copyright, trade secrets and other intellectual property rights (hereinafter Materials), which are the exclusive property of the Customer.
6.3 For the avoidance of any doubts, all reports, data, records, statistics, graphs, results, databases or material generated from the analysis conducted by the Software are exclusively owned by the Customer.
6.4 The Customer hereby authorizes Iterpro to utilize the Materials anonymously for research and software development purposes.
6.5 Any reproduction, distribution or transmission of the Software and of the Materials without the prior and express written consent of the Customer is prohibited.
6.6 Any reproduction, distribution, modification, creation of derivative works, redistributions or retransmission of the Software is expressly prohibited and will result in severe civil and criminal penalties.
6.7 The Software, its structure, data, organization and source code are considered trade secrets of Iterpro and are protected by law.
6.8 Without prejudice to the above, the copying or reproduction of the Software and its data to any other server or location for further reproduction or redistribution is strictly prohibited.
6.9 Except for the use hereby provided, the Customer does not acquire in any way any title, rights of ownership, or intellectual property rights of whatever nature on the Materials and no intellectual property rights are transferred or licensed as a result of this Agreement.

7. Trademarks and Distinguishing Signs of the Customer
7.1 The Customer hereby authorizes Iterpro to use trademarks and distinguishing signs of the Customer to be published on the Iterpro website under the ‘Customers’ section (Trademarks). The Customer’s Trademarks will remain on the Iterpro website after the termination of this Contract for a maximum period of six months. Iterpro is not obligated in any way to verify the updated design of the Trademarks.

8. Iterpro limitation of Liability
8.1 The Customer understands and expressly agrees that Iterpro shall not provide any guarantee that the Service and/or Software will meet the expectations and needs of the Customer;
8.2 The Customer expressly recognizes that the use of the Software and of the service provided by Iterpro is at its own risk. In particular, all the information and data are provided “as is” and “as available”.
8.3 Iterpro does not warrant to the Customer that the service will meet its requirements and that the use of the Software will be uninterrupted, timely, secure, or free from error.
8.4 Iterpro will not be liable for any direct, indirect, special incidental or consequential loss or damage which may arise in respect of the Software and its use.
8.5 Iterpro will not be liable for any loss of profit, business revenue, goodwill or any other losses which the User may incur as a result of the use of or reliance upon any information, data or content of the Software.

9. Customer Declarations and Guarantees and Additional Agreements
9.1 The Software and Service may be used solely and exclusively by professionals, i.e. individuals or legal entities acting for professional purposes (such as, by way of example, scouting, educational, tutorial and/or analysis activities). To this end, the Customer declares and guarantees him/herself to be a professional or to use the Software and Service for corporate purposes.
9.2 The Customer declares, guarantees and undertakes that he/she: (a) has the power and authority to enter into this Contract; (b) is at least eighteen (18) years of age; (c) shall access the restricted area of the Software and use the Service solely only in accordance with this Contract.
9.3 The Customer undertakes to comply with all laws, regulations, articles of association and decisions applicable to his/her company, corporation or profession for the entire duration of the Contract; such compliance is necessary or desirable in order to proceed with the signing and execution of this Contract.

10. Duration of the Contract
10.1 The duration of the contract will be specifically agreed upon by the Customer and Iterpro in the relevant Quotation.

11. Express Termination Clause – Early Termination of the Contract
11.1 By sending written notification to the Customer by e-mail and registered mail, Iterpro may terminate this Contract with immediate effect in the event of default under any of the provisions set out below:
(i) Article 3 (Conduct of the Customer – User Generated Content);
(ii) Article 5 (Amount, Method of Payment and Invoicing);
(iv) Article 6 (Industrial Property Rights of Iterpro)
(v) Article 9 (Declarations and Additional Guarantees and Agreements);
(vi) Article 13 (Prohibition of Assignment of Contract);
(vii) Article 17 (Confidentiality).
11.2 In all cases of termination made by Iterpro under Section 12.1, Iterpro will only refund the unused part of the Consideration paid in advance by the Customer and related to a part of the Services not used by the Customer because of the early termination of this Contract pursuant to Section 14.1. Notwithstanding the above the refund shall not prejudice any right of indemnity for any damages or costs suffered or borne by Iterpro arising from facts, acts and/or behaviour of the Customer.

12. Consequence of Termination of the Contract and Survival of Certain Clauses
12.1 In the event of termination of the Contract under the preceding Article 12, Iterpro will disable the Login Credentials to the Software and suspend the Service with effect from the effective date of termination/cancellation/withdrawal, for any reason occurred.
12.2 In the event of termination of the Contract pursuant to Article 12.1, Iterpro will disable the Login Credentials to the Platform and suspend supply of the Service simultaneously sending the Customer notice of termination for default under Article 12.1
12.3 Subject to the provisions in Articles 13.1 and 13.2 above, or in the event of termination for default under Article 12.1, the following provisions shall remain valid and binding to the Customer:
(i) Article 6 (Industrial Property Rights of Iterpro);
(ii) Article 7 (Trademarks and Distinguishing Signs of the Customer);
(iii) Article 17 (Confidentiality);
(iv) Article 18 (Governing Law and Jurisdiction).

13. Prohibition of Assignment of Contract
13.1 The Customer may not assign this Contract to any third party without the prior written consent of Iterpro, under penalty of the immediate termination of this Contract due to the negligence of the Customer and damages.
13.2 The Customer may not sublicense and/or otherwise transfer to third parties the use of Login Credentials or the use of the Service or access to the Software, under penalty of the immediate termination of this Contract due to the negligence of the Customer and damages.

14. Data Protection and Security
14.1 Iterpro shall use reasonable physical, electronic and procedural safeguards to protect against data loss, misuse, alteration, and dissemination of any personal data received by Iterpro from the Customer.
14.2 Any information provided by the Customer at the time of the drafting of the Contract or any other information provided by the Customer concerning his/her company or profession (Customer Data) is subject to the Iterpro Privacy Policy. Iterpro reserves the right to update or modify the Privacy Policy from time to time at its sole discretion.
14.3 The Customer states that he/she has received information from Iterpro regarding the processing of personal data required by the EU Regulation of 27 April 2016 n. 2016/679/EU.

15. Iterpro Security Specification
15.1 Iterpro undertook a list of design and operative choices to protect Customers and their data. Most of them are also related to protecting the privacy and data of the Customers, players and most of the club data imported in Iterpro.

a) Password Criteria
The password of every Customer in the system should respect the following rules:
● Minimum 8 characters
● Minimum 1 uppercase, lowercase, digit or special character

b) Two factors Authentication

With 2-Step Verification, also called two-factor authentication, you can add an extra layer of security to your account in case your password is stolen. After you set up 2-Step Verification, you can sign in to your account with:

• Your password
• Your phone

The Customer is responsible for the safety of his password and should also contact Iterpro via a support ticket if doesn’t recognize activity done on his account.

c) Database Security
The Database cluster is hosted on a private network and replicated through 2 availability zones. Only the application can communicate over HTTPS. Database contents are encrypted on the file system and also anagraphic and registry data on the database are encrypted as well to ensure the anonymity of data. Decryption is done on the fly with a crypto key randomly generated and hosted only on our infrastructure platform. Iterpro has a snapshot strategy in case of Customer error or disaster recovery every 6 (six) hours before deleting them after 2 (two) days, daily for 30 (thirty) days before deleting them, weekly for 5 (five) weeks before deleting, monthly snapshot before deleting them after 13 (thirteen) months.

d) Storage Security
From the Iterpro platform, it is possible also to upload files to a secure hosting as well. These files are hosted on a secure CDN and are not available to the public. A token is needed to access these files from the application. This token is regenerated every hour and is only valid to view data related only to the Customer’s club/teams.

 e) Support
Iterpro has a support service via Hubspot to check platform data problems with our Customers. Support is mostly done via Hubspot and remote calls, phone calls and support on-site. Passwords can be reset by customers themselves or by Iterpro upon Custormers’ request.

 f) Infrastructure
All the services and resources of Iterpro are hosted on a cloud infrastructure. Access is only available to a select list of employees and only with 2 (two) factors of authentication. All the operations and/or interventions are logged on the infrastructure systems.

 g) Iterpro Platform
All the applications of Iterpro are under an HTTPS connection and it is not possible to access Iterpro without it. Each user has a set of permissions granted by the account’s administrator. A security layer is in place checking each interaction with the backend and assuring that a user can access only the data of its domain (e.g. the Club).

Our security measures include:

Transmitting data only using HTTPS and SSL/TLS including transmission between resources and also external APIs. Storing files and relevant information only encrypted and on storage under HTTPS. Doing routine checks for the security and safety of the platform. In the event of a data breach that affects your club’s personal data, we will act promptly to mitigate the impact of a breach and notify any affected users without undue delay.

16. Miscellaneous

16.1 If any provision of this Contract is held invalid or unenforceable, such provision will be considered null and void while the remaining provisions will remain in full force and effect.
16.2 The failure of Iterpro to exercise or enforce any right or provisions hereof shall not in any way constitute a waiver of such right or provision.
16.3 This Contract expresses the entire understanding and agreement between Iterpro and the Customer pertaining to the subject matter thereof.
16.4 Section headings are provided for ease of reading and have no legal or contractual effect.
16.5 Each party acts independently and is not an agent or representative of any other party.
16.6 No party has the right or authority to create obligations or give representations or guarantees in the name and on behalf of another party. This Contract may not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any obligation or liability of a partnership to one of them. The parties acknowledge and agree that this Contract may be terminated electronically without the need for written signatures.
16.7 The Customer expressly declares that he/she has read and fully understood this Contract and that he/she accepts all its terms and conditions. The Customer has independently evaluated all aspects of this Contract and the opportunity to adhere to them. The Customer declares that he/she does not rely on any representation, guarantee or statement by Iterpro and/or third parties that are not expressly considered in this Contract.

17. Confidentiality

17.1 All the information which the Customer becomes aware of during the execution of this Contract concerning, for example (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of Disclosing Party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets (Confidential Information) is confidential and belongs to Iterpro and must not be communicated or disclosed, either directly or indirectly, to third parties.

‌17.2 ‌The Customer undertakes to:

‌(i) limit disclosure of any Confidential Information to its directors, officers, employees, agents or representatives (collectively “Representatives”) who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only for that purpose;

(ii) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth in this Agreement and require such Representatives to keep the Confidential Information confidential;

(iii) be responsible for any breach of this Agreement by any of its Representatives.

‌17.3 The Agent agrees to use the Confidential Information solely in connection with the current or contemplated business relationship between the Parties and not for any purpose other than as authorized by this agreement without the prior written consent of an authorized representative of ITERPRO.

18. Governing Law and Jurisdiction
18.1 This Contract is governed by English law.
18.2 Any dispute arising between the parties concerning the interpretation, validity, efficacy and/or execution of the Contract shall be settled amicably between them, and if this is not possible, shall be referred exclusively to the Courts of England.‌