GENERAL TERMS AND CONDITIONS for the sale and use of the Iterpro software

 

1. The Contract

1.1 This Contract (hereinafter Contract) is undersigned between Iterpro Group International Limited, with head offices in 72 Spitfire Road, Southam, CV47 1AD, United Kingdom, Company No. 11338395 (hereinafter Iterpro) and the user of the Software and the Service (as defined below) (hereinafter Customer) whose data and general information were registered by the Customer in the relevant section of the Software. 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).

1.2 This Contract shall apply to any and all contracts stipulated between Iterpro and the Customer unless otherwise agreed in writing with Iterpro.

1.3 The Contract shall be deemed concluded when the Customer accepts the General Terms this Contract by checking the box on the Software. The non-payment of the Consideration due to Iterpro shall be considered as a cause of failure to complete the Contract.

 

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 3.7 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 “help@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 “help@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 the 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 within approximately 24 hours of the suspension, 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 Although 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, Software reserves the right, and has absolute discretion, to review, remove, reject, disable access to, screen or edit any User Generated Content uploaded on the Software at any time and for any reason without prior notice, and each Customer is solely responsible for creating backup copies of and replacing any User Generated Content uploaded on the Software at his/her sole costs and expenses.

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 Customers who upload User Generated Content on the Software agree to grant Iterpro a perpetual, irrevocable, worldwide, license to publish, reproduce, display, perform, distribute, adapt, edit, modify, dub, create derivative works based upon, and otherwise use and sub-license such User Generated Content throughout the world in any form or media.

 

4. After-Sales Service offered by Iterpro

4.1 Iterpro provides the Customer with after-sales support via e-mail. Assistance is provided for technical inquiries concerning the use of the Software and/or the Service (hereinafter Support Activities).

4.2 The Support Activities will be provided by Iterpro according to the terms and the conditions agreed with the Customer.

 

5. The amount, Method of Payment, Payment Plan and Invoicing

5.1 The Customer shall pay Iterpro the amount in agreed with the Iterpro (the Consideration).

5.2 The payment of the Consideration shall occur in accordance with the terms and the conditions agreed with Iterpro.

5.3 After payment of the Consideration has been made, Iterpro shall send the Customer the relative invoice to the contact details provided by the Customer.

 

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 right, 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 Iterpro and the Customer agree to comply with all such laws.

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 Iterpro.

6.4 To the extent that any such material could in any way de deemed created by the Customer, the Customer hereby assigns all right, title and interest in such material to Iterpro.

6.5 Any reproduction, distribution or transmission of the Software and of the Materials without the prior and express written consent of Iterpro 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.

 

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. To this end, the Customer grants Iterpro a license that is free, perpetual, non-exclusive, and irrevocable and which prohibits sub-license, in order to publish the Trademarks on its website. 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 under its own risk. In particular, all the information and data are provided “as is” and “as available”.

8.3 Iterpro does not warrant 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 in 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.

9.4 Iterpro reserves the right to revise or amend this Contract from time to time. Any revisions to this Contract shall be communicated to the Customer by written notice sent to the Customer with reasonable notice, though no less than 10 (ten) days prior to the entry into force of any amendment to the Contract. If the Customer does not wish to adhere to the amendments made, he/she may terminate the Contract submitting the relevant form on the Platform.

 

10. Duration of the Contract

10.1 The duration of the contract will be specifically agreed by the Customer and Iterpro.

 

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 pursuant to Article 1456 of the Civil Code (Express Termination Clause), in the event of default under any of the provisions set out below:

(i) Article 3de (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 behavior of the Customer.

 

12. The 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 Article 13 of Legislative Decree 196/2003 and its subsequent modifications and additions.

 

15. Communications and Notices

15.1 Statements, notices and other communications to the Customer may be made by post, e-mail or by any other reasonable means. The Customer shall be solely responsible for the updating of his/her postal address and registered e-mail account. Iterpro shall not be responsible for undelivered notices due to the Customer’s failure to update his/her account information. Except as provided above in general, Iterpro may provide notices of changes to the Service by displaying notices or links to notices generally on the Iterpro website.

 

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, the organization, business, and activity of Iterpro, as well as information regarding the Service, Software and Protected Materials or any other information acquired by the Customer under this Contract, is entirely confidential and must not be communicated or disclosed, either directly or indirectly, to third parties.

 

18. Governing Law and Jurisdiction

18.1 This Contract is governed by Italian 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 Court of Milano.

 

Pursuant to and in Article 1341 of the Civil Code, the Customer declares him/herself to understand the content and accept the effects of the following provisions:

Article 1 (Subject of the Contract); Article 2 (Supply of the Service); Article 3 (Conduct of the Customer – User Generated Contents); Article 5 (Consideration, Method of Payment and Invoicing); Article 6 (Industrial Property Rights of Iterpro); Article 7 (Trademarks and Distinguishing Signs of the Customer); Article 9 (Iterpro Limitation of Liability); Article 11 (Customer Declarations and Guarantees and Additional Agreements); Article 10 (Duration of the Contract); Article 11 (Express Termination Clause – Cancellation of the Contract); Article 13 (Prohibition of Assignment of Contract); Article 18 (Governing Law and Jurisdiction);